Common use of RESIDUALS AUDITS Clause in Contracts

RESIDUALS AUDITS. With regard to audits conducted by the Guild, sometimes in conjunction with other labor organizations, the Producer shall provide access to its books and records which pertain to its obligation under this Agreement or the Television Agreement to pay residuals. Such documents shall be made available for the audit at the Producer's business offices or other place or places where such records are customarily kept. In connection with such an audit, the Producer shall be deemed to have asserted that license agreements or other business records contain highly sensitive, competitive, confidential and proprietary information. Without the Guild conceding that such assertions are necessarily appropriate in all instances, the Guild and the Producers agree as follows: Prior to the date of audit entry, the Guild will designate its employees, officers, directors or agents (hereinafter "representatives") to act as liaisons with the auditors and provide the representatives' names and positions to the Producer. The Guild's representatives will be persons with a need to know audit-related information. The Guild also will agree on its own behalf, and will obtain from its auditors and other representatives their agreement, not to divulge information from such license agreements or other business records, or copies of them, to persons other than Guild representatives except: (i) to review, investigate or enforce claims against the audited Producer arising under this Agreement or the Television Agreement or applicable law, (ii) pursuant to legal process, or (iii) after obtaining the Producer's consent, which will not be unreasonably withheld. Any notes taken and/or workpapers prepared by the auditors also shall be subject to these provisions; however, the Guild may assert a claim of privilege as to such notes and/or workpapers. Employees and representatives of the Guild may in their discretion discuss the audit findings, including the Producer's position, if known, with SAG-represented performers. By doing so, the Guild would not be violating a duty of confidentiality, if any, owed to the Producer so long as the Guild's communications are related to its obligation to review, investigate or enforce claims against the audited Producer arising under the Codified Basic Agreement or Television Agreement or applicable law, pursuant to legal process, or after obtaining the Producer's consent, which will not be unreasonably withheld. If the Guild is required by legal process to disclose information obtained in a residuals audit, the Guild shall provide prompt written notice to the Producer to permit the Producer to object or to seek an appropriate protective order. At the election of the Producer, the auditors and other Guild representatives shall be required to sign an agreement duplicating the confidentiality provisions in the preceding paragraphs of this Section, but without any modifications to these provisions unless consented to by the Guild. In consideration of the foregoing agreements in this Section, the Producer agrees not to require the Guild or its auditors or representatives to execute any other agreement relating to confidentiality as a condition of granting access to its business records. The foregoing provisions of this Section shall not apply to residuals audits conducted by the Guild for which (1) the date of audit entry is prior to July 1, 2005, and (2) there is a written confidentiality agreement executed by the Producer, the Guild and/or its auditors.‌‌

RESIDUALS AUDITS. With regard to audits conducted by the Guild, sometimes in conjunction with other labor organizations, the Producer Company shall provide access to its books and records which pertain to its obligation under this Agreement or the Television Agreement FLTTA to pay residuals. Such documents shall be made available for the audit at the ProducerCompany's business offices or other place or places where such records are customarily kept. In connection with such an audit, the Producer Company shall be deemed to have asserted that license agreements or other business records contain highly sensitive, competitive, confidential and proprietary information. Without the Guild conceding that such assertions are necessarily appropriate in all instances, the Guild and the Producers Companies agree as follows: Prior to the date of audit entry, the Guild will designate its employees, officers, directors or agents (hereinafter "representatives") to act as liaisons with the auditors and provide the representatives' names and positions to the ProducerCompany. The Guild's representatives will be persons with a need to know "need-to-know" audit-related information. The Guild also will agree on its own behalf, and will obtain from its auditors and other representatives their agreement, not to divulge information from such license agreements or other business records, or copies of them, to persons other than Guild representatives except: (i) to review, investigate or enforce claims against the audited Producer Company arising under this Agreement or the Television Agreement or applicable law, (ii) pursuant to legal process, or (iii) after obtaining the ProducerCompany's consent, which will not be unreasonably withheld. Any notes taken and/or workpapers work papers prepared by the auditors also shall be subject to these provisions; however, the Guild may assert a claim of privilege as to such notes and/or workpaperswork papers. Employees and representatives of the Guild may in their discretion discuss the audit findings, including the ProducerCompany's position, if known, with SAG-Guild- represented performersEmployees. By doing so, the Guild would not be violating a duty of confidentiality, if any, owed to the Producer Company so long as the Guild's communications are related to its obligation to review, investigate or enforce claims against the audited Producer Company arising under the Codified Basic Agreement or Television this Agreement or applicable law, pursuant to legal process, or after obtaining the ProducerCompany's consent, which will not be unreasonably withheld. If the Guild is required by legal process to disclose information obtained in a residuals audit, the Guild shall provide prompt written notice to the Producer to permit the Producer to object or to seek an appropriate protective order. At the election of the Producer, the auditors and other Guild representatives shall be required to sign an agreement duplicating the confidentiality provisions in the preceding paragraphs of this Section, but without any modifications to these provisions unless consented to by the Guild. In consideration of the foregoing agreements in this Section, the Producer agrees not to require the Guild or its auditors or representatives to execute any other agreement relating to confidentiality as a condition of granting access to its business records. The foregoing provisions of this Section shall not apply to residuals audits conducted by the Guild for which (1) the date of audit entry is prior to July 1, 2005, and (2) there is a written confidentiality agreement executed by the Producer, the Guild and/or its auditors.‌‌.

RESIDUALS AUDITS. With regard to audits conducted by the Guild, sometimes in conjunction with other labor organizations, the Producer Company shall provide access to its books and records which pertain to its obligation under this Agreement or the Television Agreement FLTTA to pay residuals. Such documents shall be made available for the audit at the ProducerCompany's business offices or other place or places where such records are customarily kept. In connection with such an audit, the Producer Company shall be deemed to have asserted that license agreements or other business records contain highly sensitive, competitive, confidential and proprietary information. Without the Guild conceding that such assertions are necessarily appropriate in all instances, the Guild and the Producers Companies agree as follows: Prior to the date of audit entry, the Guild will designate its employees, officers, directors or agents (hereinafter "representatives") to act as liaisons with the auditors and provide the representatives' names and positions to the ProducerCompany. The Guild's representatives will be persons with a need to know "need-to-know" audit-related information. The Guild also will agree on its own behalf, and will obtain from its auditors and other representatives their agreement, not to divulge information from such license agreements or other business records, or copies of them, to persons other than Guild representatives except: (i) to review, investigate or enforce claims against the audited Producer Company arising under this Agreement or the Television Agreement or applicable law, (ii) pursuant to legal process, or (iii) after obtaining the ProducerCompany's consent, which will not be unreasonably withheld. Any notes taken and/or workpapers work papers prepared by the auditors also shall be subject to these provisions; however, the Guild may assert a claim of privilege as to such notes and/or workpaperswork papers. Employees and representatives of the Guild may in their discretion discuss the audit findings, including the ProducerCompany's position, if known, with SAG-Guild- represented performersEmployees. By doing so, the Guild would not be violating a duty of confidentiality, if any, owed to the Producer Company so long as the Guild's communications are related to its obligation to review, investigate or enforce claims against the audited Producer Company arising under the Codified Basic Agreement or Television this Agreement or applicable law, pursuant to legal process, or after obtaining the ProducerCompany's consent, which will not be unreasonably withheld. If the Guild is required by legal process to disclose information obtained in a residuals audit, the Guild shall provide prompt written notice to the Producer to permit the Producer Company to object or to seek an appropriate protective order. At the election of the ProducerCompany, the auditors and other Guild representatives shall be required to sign an agreement duplicating the confidentiality provisions in the preceding paragraphs of this SectionArticle 7.G., but without any modifications to these provisions unless consented to by the Guild. In consideration of the foregoing agreements in this SectionArticle 7.G., the Producer Company agrees not to require the Guild or its auditors or representatives to execute any other agreement relating to confidentiality as a condition of granting access to its business records. The foregoing provisions of this Section Article 7.G. shall not apply to residuals audits conducted by the Guild for which (1a) the date of audit entry is prior to July 1, 20052017, and (2b) there is a written confidentiality agreement executed by the ProducerEmployer, the Guild and/or its auditors.‌‌auditors. Article 7, Section G. -68-

RESIDUALS AUDITS. With regard to audits conducted by the Guild, sometimes in conjunction with other labor organizations, the Producer Company shall provide access to its books and records which pertain to its obligation under this Agreement or the Television Agreement FLTTA to pay residuals. Such documents shall be made available for the audit at the ProducerCompany's business offices or other place or places where such records are customarily kept. In connection with such an audit, the Producer Company shall be deemed to have asserted that license agreements or other business records contain highly sensitive, competitive, confidential and proprietary information. Without the Guild conceding that such assertions are necessarily appropriate in all instances, the Guild and the Producers Companies agree as follows: Prior to the date of audit entry, the Guild will designate its employees, officers, directors or agents (hereinafter "representatives") to act as liaisons with the auditors and provide the representatives' names and positions to the ProducerCompany. The Guild's representatives will be persons with a need to know " need-to-know" audit-related information. The Guild also will agree on its own behalf, and will obtain from its auditors and other representatives their agreement, not to divulge information from such license agreements or other business records, or copies of them, to persons other than Guild representatives except: (i) to review, investigate or enforce claims against the audited Producer Company arising under this Agreement or the Television Agreement or applicable law, (ii) pursuant to legal process, or (iii) after obtaining the Producer's Company' s consent, which will not be unreasonably withheld. Any notes taken and/or workpapers work papers prepared by the auditors also shall be subject to these provisions; however, the Guild may assert a claim of privilege as to such notes and/or workpapers. Employees and representatives of the Guild may in their discretion discuss the audit findings, including the Producer's position, if known, with SAG-represented performers. By doing so, the Guild would not be violating a duty of confidentiality, if any, owed to the Producer so long as the Guild's communications are related to its obligation to review, investigate or enforce claims against the audited Producer arising under the Codified Basic Agreement or Television Agreement or applicable law, pursuant to legal process, or after obtaining the Producer's consent, which will not be unreasonably withheld. If the Guild is required by legal process to disclose information obtained in a residuals audit, the Guild shall provide prompt written notice to the Producer to permit the Producer to object or to seek an appropriate protective order. At the election of the Producer, the auditors and other Guild representatives shall be required to sign an agreement duplicating the confidentiality provisions in the preceding paragraphs of this Section, but without any modifications to these provisions unless consented to by the Guild. In consideration of the foregoing agreements in this Section, the Producer agrees not to require the Guild or its auditors or representatives to execute any other agreement relating to confidentiality as a condition of granting access to its business records. The foregoing provisions of this Section shall not apply to residuals audits conducted by the Guild for which (1) the date of audit entry is prior to July 1, 2005, and (2) there is a written confidentiality agreement executed by the Producer, the Guild and/or its auditors.‌‌work papers.