Common use of Reports and Auditing Clause in Contracts

Reports and Auditing. (a) AOL shall provide CNN written reports in a mutually agreed format setting forth, for both Sponsored Links and Web Offers Links, regular (at least monthly) (i) performance data, (ii) revenue data, and (iii) any other mutually agreed upon data, which shall be the equivalent to the reporting tools utilized by AOL for the management of the AOL search business (the “Reports”). CNN shall be entitled to use the Reports in its business operations and to disclose information derived from the Reports in an aggregate form (e.g., combined with other CNN sales information and in a manner that prevents individual identification of Advertisers or information). In addition, AOL shall use commercially reasonable efforts to provide CNN (starting on November 30, 2007) with a report within thirty (30) days of the end of each quarter of the Term that lists the Search Terms that have been searched on CXX.xxx during the previous quarter and the frequency with which each such Search Term was input. (b) Notwithstanding any other provision on reporting in this Agreement, Queries shall be reported on a monthly basis by AOL to CNN based on AOL’s reporting (a “Monthly Query Report”). The number of Queries deemed delivered under this Agreement shall equal the number of Queries reported by AOL. If CNN disputes the number of Queries reported by AOL, then within thirty (30) days of CNN’s receipt of the applicable Monthly Query Report, CNN shall notify AOL of such dispute in writing and the Parties shall meet within three (3) business days of such notice to work together in good faith to resolve such dispute. If the Parties are unable to agree on how to resolve any such dispute then the Parties shall escalate such dispute to the Management Contacts pursuant to Section 1 of Exhibit E. (c) AOL (and CNN, as applicable and to the extent CNN maintains any such records in the ordinary course of its business) shall maintain, and AOL shall ensure that the Third Party Provider maintains, complete, clear and accurate records relating to the obligations hereunder (including summary logs used to calculate and track Queries), and compliance with this Agreement (“Records”). All such Records shall be maintained for a minimum of ninety (90) days following termination or expiration of this Agreement. (d) For the purpose of determining, in the event of a dispute, the accuracy of Queries, UAs, UA spam, Queries Spam, and other elements of the Reports provided by AOL, CNN shall have the right to direct a mutually agreeable independent third party auditor, which auditor must be a nationally recognized auditing firm (a “Metric Auditor”), subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL’s Records and records of the Third Party Provider. Any such audit may be conducted after twenty (20) Business Days prior written notice, during normal business hours, no more frequently than once per year (and only with respect to a previously unaudited period) and shall be at CNN’s expense; provided, however, that if such inspection reveals any inaccuracy in any report of more than ten percent (10%) of the disputed item or any, AOL shall reimburse CNN for the reasonable fees charged by the Metric Auditor. (e) For the purpose of determining, in the event of a dispute, AOL’s compliance with any of its payment obligations under this Agreement and upon AOL’s payment of the Threshold Revenue Share, CNN shall have the right to direct a mutually agreeable independent third party auditor, which auditor must be a nationally recognized auditing firm (a “Payment Auditor”), subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL Records and records of the Third Party Provider. Any such audit may be conducted after twenty (20) Business Days prior written notice, during normal business hours, no more frequently than once per Year (and only with respect to previously unaudited period and no more than once per year), and shall be at CNN’s expense; provided, however, that if an inspection reveals any inaccuracy in any report of more than ten percent (10%) of any disputed item, (i) AOL shall promptly pay all amounts due under the Agreement as revealed by the audit and reimburse CNN for the reasonable fees charged by the Payment Auditor, and (ii) CNN shall thereafter have the additional right to conduct an audit pursuant to this subpart (f) once per the applicable Year only with respect to the remainder of the Year in which such reporting inaccuracy occurs. For the avoidance of doubt, at the beginning of each Year, the frequency of CNN’s audits shall be set at once per Year subject to this subpart (f).

Reports and Auditing. You shall keep complete, up-to-date records concerning all copies of licenses and Software provided to, downloaded or used by You (a) AOL shall provide CNN written reports in a mutually agreed format setting forth, for both Sponsored Links and Web Offers Links, regular (at least monthly) (i) performance data, (ii) revenue data, and (iii) any other mutually agreed upon data, which shall be “the equivalent to the reporting tools utilized by AOL for the management of the AOL search business (the “ReportsLicense Usage Information”). CNN shall be entitled Certes Software will periodically generate Software usage reports (“Software Usage Reports”) and make it available to use Certes Networks. If Software Usage Reports are not generated automatically for any reason whatsoever, then You must generate the Software Usage Reports in its business operations and to disclose information derived from the Reports in an aggregate form Certes Software and provide them to Certes Networks within five (e.g., combined with other CNN sales information and in 5) days of such Software Usage Report becoming available or upon a manner that prevents individual identification of Advertisers or information)request to do so by Certes Networks. In additionany event, AOL shall use commercially reasonable efforts you must provide a Software Usage Report to Certes Networks at least sixty days prior to the expiry of a current subscription period. In the event that You are unable to provide CNN (starting on November 30, 2007) with a report such Software Usage Report within thirty (30) days of the end of each quarter a request to do so, You shall permit Certes Networks to conduct an inspection and audit (“Audit”) of the Term License Usage Information, electronic logs of access to the Certes Networks Software and any other information within your possession that lists is reasonably necessary to enable Certes Networks to determine if You have complied with the Search Terms terms of this XXXX (and in particular if all applicable and current license fees in respect the Software has been paid). In the event that Certes Networks determines (by means of a Software Usage Report, the License Usage Information, an Audit or otherwise) that You have failed to pay all applicable license fees in respect of any Certes Software that you have been searched on CXX.xxx during using (“Unpaid License Fees”) or that your usage of the previous quarter and Software has exceeded your subscription, Certes Networks shall advise You of the frequency with value of any Unpaid License Fees which each such Search Term was input. (b) Notwithstanding any other provision on reporting in this Agreement, Queries shall be reported on a monthly basis payable by AOL to CNN based on AOL’s reporting (a “Monthly Query Report”). The number of Queries deemed delivered under this Agreement shall equal the number of Queries reported by AOL. If CNN disputes the number of Queries reported by AOL, then You within thirty (30) days of CNN’s receipt written request to do so. In the event that Certes Networks determines that after such thirty-day period, You have still not paid any or all of the applicable Monthly Query ReportUnpaid License Fees, CNN then Certes Networks shall notify AOL be entitled to, without incurring liability and without prejudice to any other rights or remedies Certes Networks may have, restrict or withdraw all of such dispute in writing and the Parties shall meet within three (3) business days of such notice to work together in good faith to resolve such dispute. If the Parties are unable to agree on how to resolve any such dispute then the Parties shall escalate such dispute your access to the Management Contacts pursuant license and/or Software for which you have failed to Section 1 of Exhibit E. (c) AOL (and CNN, as applicable and to the extent CNN maintains any such records in the ordinary course of its business) shall maintain, and AOL shall ensure that the Third Party Provider maintains, complete, clear and accurate records relating to the obligations hereunder (including summary logs used to calculate and track Queries), and compliance with this Agreement (“Records”). All such Records shall be maintained for a minimum of ninety (90) days following termination or expiration of this Agreement. (d) For the purpose of determining, in the event of a dispute, the accuracy of Queries, UAs, UA spam, Queries Spam, and other elements of the Reports provided by AOL, CNN shall have the right to direct a mutually agreeable independent third party auditor, which auditor must be a nationally recognized auditing firm (a “Metric Auditor”), subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL’s Records and records of the Third Party Provider. Any such audit may be conducted after twenty (20) Business Days prior written notice, during normal business hours, no more frequently than once per year (and only with respect to a previously unaudited period) and shall be at CNN’s expense; provided, however, that if such inspection reveals any inaccuracy in any report of more than ten percent (10%) of the disputed item or any, AOL shall reimburse CNN for the reasonable fees charged by the Metric Auditor. (e) For the purpose of determining, in the event of a dispute, AOL’s compliance with any of its payment obligations under this Agreement and upon AOL’s payment of the Threshold Revenue Share, CNN shall have the right to direct a mutually agreeable independent third party auditor, which auditor must be a nationally recognized auditing firm (a “Payment Auditor”), subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL Records and records of the Third Party Provider. Any such audit may be conducted after twenty (20) Business Days prior written notice, during normal business hours, no more frequently than once per Year (and only with respect to previously unaudited period and no more than once per year), and shall be at CNN’s expense; provided, however, that if an inspection reveals any inaccuracy in any report of more than ten percent (10%) of any disputed item, (i) AOL shall promptly pay all amounts due under the Agreement as revealed by the audit and reimburse CNN for the reasonable fees charged by the Payment Auditor, and (ii) CNN shall thereafter have the additional right to conduct an audit pursuant to this subpart (f) once per the applicable Year only with respect to the remainder of the Year in which such reporting inaccuracy occurs. For the avoidance of doubt, at the beginning of each Year, the frequency of CNN’s audits shall be set at once per Year subject to this subpart (f)license fees.

Reports and Auditing. (a) For each individual Tl Site and for all TI Sites in the aggregate, AOL shall provide CNN Tl written reports in a mutually agreed format setting forth, for both Sponsored Links and Web Offers Links, regular (at least monthly) (i) performance data, (ii) revenue data, and (iii) any other mutually agreed upon data, which shall be the equivalent to the reporting tools utilized by AOL for the management of the AOL search business (the “Reports”). CNN Tl shall be entitled to use the Reports in its business operations and to disclose information derived from the Reports in an aggregate form (e.g., combined with other CNN Tl sales information and in a manner that prevents individual identification of Advertisers or information). In addition, AOL shall use commercially reasonable efforts to provide CNN Tl (starting on November 30, 2007) with a report within thirty (30) days of the end of each quarter of the Term that lists the Search Terms that have been searched on CXX.xxx the each individual Tl Site and all Tl sites in the aggregate during the previous quarter and the frequency with which each such Search Term was input. (b) Notwithstanding any other provision on reporting in this Agreement, Queries for each individual Tl Site and all Tl Sites in the aggregate shall be reported on a calendar monthly basis by AOL to CNN TI based on AOL’s reporting (a “Monthly Query Report”). The number of Queries deemed delivered under this Agreement shall equal the number of Queries reported by AOL. If CNN Tl disputes the number of Queries reported by AOL, then within thirty (30) days of CNNTl’s receipt of the applicable Monthly Query Report, CNN Report Tl shall notify AOL of such dispute in writing (with email being sufficient) and the Parties shall meet within three (3) business days Business Days of such notice to work together in good faith to resolve such dispute. If the Parties are unable to agree on how to resolve any such dispute then the Parties shall escalate such dispute to the Management Contacts pursuant to Section 1 of Exhibit E. (c) AOL (and CNNTl, as applicable and to the extent CNN Tl maintains any such records in the ordinary course of its business) shall maintain, and AOL shall ensure that the Third Party Provider maintains, complete, clear and accurate records relating to the obligations hereunder (including summary logs used to calculate and track Queries), and compliance with this Agreement (“Records”). All such Records shall be maintained for a minimum of ninety (90) days following termination or expiration of this Agreement, except for Tl’s tape logs of Queries, each of which shall be maintained for one (1) year from the date a Query is generated. (d) For the purpose of determining, in the event of a dispute, the accuracy of Queries, UAs, UA spam, Queries Spam, and other elements of the Reports provided by AOL, CNN TI shall have the right to direct a mutually agreeable independent third party auditor, which auditor must be a nationally recognized auditing firm (a “Metric Auditor”), subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL’s Records and records of the Third Party Provider. Any such audit may be conducted after twenty (20) Business Days prior written notice, during normal business hours, no more frequently than once per year (and only with respect to a previously unaudited period) and shall be at CNNTI’s expense; provided, however, that if such inspection reveals any inaccuracy in any report of more than ten percent (10%) of the disputed item or any, AOL shall reimburse CNN TI for the reasonable fees charged by the Metric Auditor. (e) For the purpose of determining, in the event of a dispute, AOL’s compliance with any of its payment obligations under this Agreement and upon AOL’s payment of the Threshold Revenue Share, CNN . TI shall have the right to direct a mutually agreeable independent third party auditor, which auditor must be a nationally recognized auditing firm (a “Payment Auditor”), subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL Records and records of the Third Party Provider. Any such audit may be conducted after twenty (20) Business Days prior written notice, during normal business hours, no more frequently than once per Year (and only with respect to previously unaudited period and no more than once per year), and shall be at CNNTI’s expense; provided, however, that if an inspection reveals any inaccuracy in any report of more than ten percent (10%) of any disputed item, (i) AOL shall promptly pay all amounts due under the Agreement as revealed by the audit and reimburse CNN TI for the reasonable fees charged by the Payment Auditor, and (ii) CNN TI shall thereafter have the additional right to conduct an audit pursuant to this subpart (fe) once per the applicable Year only with respect to the remainder of the Year in which such reporting inaccuracy occurs. For the avoidance of doubt, at the beginning of each Year, the frequency of CNNTI’s audits shall be set at once per Year subject to this subpart (fe).

Reports and Auditing. (a) For each individual Tl Site and for all TI Sites in the aggregate, AOL shall provide CNN Tl written reports in a mutually agreed format setting forth, for both Sponsored Links and Web Offers Links, regular (at least monthly) (i) performance data, (ii) revenue data, and (iii) any other mutually agreed upon data, which shall be the equivalent to the reporting tools utilized by AOL for the management of the AOL search business (the “Reports”). CNN Tl shall be entitled to use the Reports in its business operations and to disclose information derived from the Reports in an aggregate form (e.g., combined with other CNN Tl sales information and in a manner that prevents individual identification of Advertisers or information). In addition, AOL shall use commercially reasonable efforts to provide CNN Tl (starting on November 30, 2007) with a report within thirty (30) days of the end of each quarter of the Term that lists the Search Terms that have been searched on CXX.xxx the each individual Tl Site and all Tl sites in the aggregate during the previous quarter and the frequency with which each such Search Term was input. (b) Notwithstanding any other provision on reporting in this Agreement, Queries for each individual Tl Site and all Tl Sites in the aggregate shall be reported on a calendar monthly basis by AOL to CNN TI based on AOL’s reporting (a “Monthly Query Report”). The number of Queries deemed delivered under this Agreement shall equal the number of Queries reported by AOL. If CNN Tl disputes the number of Queries reported by AOL, then within thirty (30) days of CNNTl’s receipt of the applicable Monthly Query Report, CNN Report Tl shall notify AOL of such dispute in writing (with email being sufficient) and the Parties shall meet within three (3) business days Business Days of such notice to work together in good faith to resolve such dispute. If the Parties are unable to agree on how to resolve any such dispute then the Parties shall escalate such dispute to the Management Contacts pursuant to Section 1 of Exhibit E. (c) AOL (and CNNTl, as applicable and to the extent CNN Tl maintains any such records in the ordinary course of its business) shall maintain, and AOL shall ensure that the Third Party Provider maintains, complete, clear and accurate records relating to the obligations hereunder (including summary logs used to calculate and track Queries), and compliance with this Agreement (“Records”). All such Records shall be maintained for a minimum of ninety (90) days following termination or expiration of this Agreement, except for Tl’s tape logs of Queries, each of which shall be maintained for one (1) year from the date a Query is generated. (d) For the purpose of determining, in the event of a dispute, the accuracy of Queries, UAs, UA spam, Queries Spam, and other elements of the Reports provided by AOL, CNN TI shall have the right to direct a mutually agreeable independent third party auditor, which auditor must be a nationally recognized auditing firm (a “Metric Auditor”), subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL’s Records and records of the Third Party Provider. Any such audit may be conducted after twenty (20) Business Days prior written notice, during normal business hours, no more frequently than once per year (and only with respect to a previously unaudited period) and shall be at CNNTI’s expense; provided, however, that if such inspection reveals any inaccuracy in any report of more than ten percent (10%) of the disputed item or any, AOL shall reimburse CNN TI for the reasonable fees charged by the Metric Auditor. (e) For the purpose of determining, in the event of a dispute, AOL’s compliance with any of its payment obligations under this Agreement and upon AOL’s payment of the Threshold Revenue Share, CNN . TI shall have the right to direct a mutually agreeable independent third party auditor, which auditor must be a nationally recognized auditing firm (a “Payment Auditor”), subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL Records and records of the Third Party Provider. Any such audit may be conducted after twenty (20) Business Days prior written notice, during normal business hours, no more frequently than once per Year (and only with respect to previously unaudited period and no more than once per year), and shall be at CNNTI’s expense; provided, however, that if an inspection reveals any inaccuracy in any report of more than ten percent (10%) of any disputed item, (i) AOL shall promptly pay all amounts due under the Agreement as revealed by the audit and reimburse CNN TI for the reasonable fees charged by the Payment Auditor, and (ii) CNN TI shall thereafter have the additional right to conduct an audit pursuant to this subpart (fe) once per the applicable Year only with respect to the remainder of the Year in which such reporting inaccuracy occurs. For the avoidance of doubt, at the beginning of each Year, the frequency of CNNTI’s audits shall be set at once per Year subject to this subpart (fe). 6. TERM; MAKE GOOD;

Reports and Auditing. As a condition to the obligation of MASTERCARD BRASIL to annually provide the Bonus, as specified in Section II hereof, upon the closing of each calendar quarter (a) AOL Jan/Mar, Apr/Jun, Jul/Sep, Oct/Dec –“Performance Quarters”), the CLIENT shall provide CNN written reports a breakdown in a mutually agreed format setting forththe Quarterly Reports, for both Sponsored Links and Web Offers Links, regular (at least monthly) (i) performance data, (ii) revenue data, and (iii) any other mutually agreed upon data, which shall be the equivalent pursuant to the reporting tools utilized by AOL rules of MasterCard Worldwide, of all information related to the actual number of Cards and Accounts issued or converted, the total Cards and Accounts issued (specifying the International Use Accounts and Domestic Accounts, if any) and the Revenue Volume for the management previous Performance Quarter, listed by type of Card. The Quarterly Report may include additional information, provided that it is previously agreed between the AOL search business (CLIENT and MASTERCARD BRASIL, as periodically requested by MASTERCARD BRASIL, also provided that the “Reports”)CLIENT receives a prior notice in this regard. CNN In order to check such information and for the CLIENT to comply with this agreement, MASTERCARD BRASIL and its assigned Independent Auditors shall be entitled to use audit the Reports in its business operations and to disclose information derived from the Reports in an aggregate form (e.g., combined with other CNN sales information and in a manner that prevents individual identification of Advertisers or information). In addition, AOL shall use commercially reasonable efforts to provide CNN (starting on November 30, 2007) with a report within thirty (30) days of the end of each quarter of the Term that lists the Search Terms that have been searched on CXX.xxx during the previous quarter and the frequency with which each such Search Term was input. (b) Notwithstanding any other provision on reporting in this Agreement, Queries shall be reported on a monthly basis by AOL to CNN based on AOL’s reporting (a “Monthly Query Report”). The number of Queries deemed delivered under this Agreement shall equal the number of Queries reported by AOL. If CNN disputes the number of Queries reported by AOL, then within thirty (30) days of CNN’s receipt of the applicable Monthly Query Report, CNN shall notify AOL of such dispute in writing and the Parties shall meet within three (3) business days of such notice to work together in good faith to resolve such dispute. If the Parties are unable to agree on how to resolve any such dispute then the Parties shall escalate such dispute to the Management Contacts pursuant to Section 1 of Exhibit E. (c) AOL (and CNN, as applicable and to the extent CNN maintains any such records in the ordinary course of its business) shall maintain, and AOL shall ensure that the Third Party Provider maintains, complete, clear and accurate records relating to the obligations hereunder (including summary logs used to calculate and track Queries), and compliance with this Agreement (“Records”). All such Records shall be maintained for a minimum of ninety (90) days following termination or expiration of this Agreement. (d) For the purpose of determining, in the event of a dispute, the accuracy of Queries, UAs, UA spam, Queries Spam, and other elements of the Reports provided by AOL, CNN shall have the right to direct a mutually agreeable independent third party auditor, which auditor must be a nationally recognized auditing firm (a “Metric Auditor”), subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL’s Records books and records of the Third Party Provider. Any such audit may CLIENT, exclusively in regards to any information comprised in those reports, upon prior notification submitted sixty (60) days in advance to the CLIENT concerning the scope and nature of the analysis that shall be conducted after twenty (20) Business Days prior written noticerestricted to the purpose hereof, during normal business hours, no more frequently than once per year (and only with respect the CLIENT reserves its right not to share any information subject to a previously unaudited period) non-disclosure obligation or protection and confidentiality of data. MASTERCARD BRASIL shall bear all costs related to the audit procedures and the CLIENT undertakes to cooperate and to obtain full support from its independent auditors and any other personnel needed concerning any audit to be performed by MASTERCARD BRASIL. If the audit is not performed by Independent Auditors, the CLIENT shall be at CNN’s expense; provided, however, that if such inspection reveals any inaccuracy in any report of more than ten percent (10%) of the disputed item or any, AOL shall reimburse CNN for the reasonable fees charged by the Metric Auditor. (e) For the purpose of determining, in the event of a dispute, AOL’s compliance with any of its payment obligations under this Agreement and upon AOL’s payment of the Threshold Revenue Share, CNN shall entitled to have the right to direct a audit checked or approved by an Independent Audit firm mutually agreeable independent third party auditorchosen by MASTERCARD BRASIL and the CLIENT. If the audit presents any discrepancy, which auditor must be a nationally recognized auditing firm (a “Payment Auditor”)or underpayment or overpayment of any amounts due hereunder, subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions the relevant Party shall pay the other Party, as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL Records and records of the Third Party Provider. Any such audit may be conducted after twenty (20) Business Days prior written notice, during normal business hours, no more frequently than once per Year (and only with respect to previously unaudited period and no more than once per year), and shall be at CNN’s expense; provided, however, that if an inspection reveals any inaccuracy in any report of more than ten percent (10%) of any disputed item, (i) AOL shall promptly pay all amounts due under the Agreement as revealed established by the audit as due or payable to the other Party in this regard. [*****] Confidential information redacted MASTERCARD BRASIL SOLUÇÕES DE PAGAMENTO LTDA. Avenida das Nações Unidas, 14.171, Xxxxx Xxxxxxx, 20 andar São Paulo, SP. Clawback. Any Bonus, other cash amounts or benefits provided by MASTERCARD BRASIL at any time, exceeding or as an early payout of Bonus accumulated periodically, shall be subject to future compliance and reimburse CNN for the reasonable fees charged offset against amounts of Bonus that may be earned by the Payment AuditorCLIENT. MASTERCARD BRASIL, and (ii) CNN upon prior notice, shall thereafter have charge any amount that may be paid early from the additional right CLIENT, if later proved that the CLIENT was not entitled to conduct an audit pursuant to this subpart (f) once per the applicable Year only with respect that amount or amounts, whether as a difference or in full, due to the remainder non-compliance with, lower performance or breach of the Year in which such reporting inaccuracy occursAgreement’s terms. For the avoidance of doubtMASTERCARD BRASIL may also return any amounts through MCBS account or any other means it deems suitable, if necessary, at any time during the beginning Term or event after the Agreement is terminated. Such right is additional to any other right or resource MASTERCARD BRASIL may have judicially under the terms of each Yearthe Agreement. 4.2.1. The amounts to be refunded, whether in whole or proportionally as provided for herein, will be adjusted based on IGPM-FGV index and calculated from the frequency date of CNN’s audits shall be set at once per Year subject actual non-performance of the obligations described above to this subpart (f)the actual payment date.