Common use of Reviews, Audits, and Remedies Clause in Contracts

Reviews, Audits, and Remedies. 1. Company agrees that Intuit shall have a right to verify Company’s compliance with this Exhibit. Upon 14 days’ prior written notice to Company, Intuit (or its agent) may enter Company’s premises and inspect such of Company’s books, records, facilities and computer systems as Intuit and Company shall mutually agree is necessary to ensure that Company complies with the terms, covenants and conditions of this Exhibit. Intuit or its agent shall comply with Company’s standard policies and procedures that apply to third party companies that have access to Company’s premises, and Intuit or its agent shall access Company’s premises during normal business hours (Monday through Friday, 8:00 AM to 5:00 PM). Notwithstanding the foregoing, if Intuit in good faith believes that a threat to security exists that could affect Confidential Information, Company must provide Intuit or its agent access to its premises immediately upon request by Intuit. 2. Intuit may inspect or employ third parties to conduct studies of Company’s operational processes, systems and computer network security to determine Company’s compliance with this Exhibit. Intuit agrees to coordinate the scheduling of any such study with Company to minimize disruption to Company’s business. Company agrees to cooperate with Intuit to commence such a study within thirty (30) days from Company’s receipt of written notice of Intuit’s intent to conduct, or to employ a third party to conduct, such a study. At Company’s request, Intuit will require any third party it employs to conduct such a study to sign a nondisclosure agreement pursuant to which it agrees not to disclose any Confidential Information. Intuit will make the results of any such study available to Company and, depending on the seriousness of any problems found, may require Company to remedy any and all such deficiencies in a timely fashion. Costs of such audits shall be borne by Intuit, unless Company is deemed, as a result of such an audit, to be in material nonconformity with the Agreement or this Exhibit. 3. Notwithstanding any time-to-cure provision in this Agreement to the contrary, it shall be completely within Intuit’s discretion to require correction of any demonstrated security-related problem within a shorter period of time. Intuit shall provide written notice of the problem to Company, and Company must immediately take appropriate steps to correct the problem. If Company fails to correct any demonstrated security problem within a commercially-reasonable time, factoring in the work that must be completed to address the problem, and resulting in the material disclosure or threatened disclosure of Intuit’s Confidential Information or Personally-Identifiable Information about Intuit’s customers, Intuit may instruct Company to take such interim measures as are necessary to protect such information. If Company fails or refuses to take those interim and/or permanent measures which are necessary to prevent the material disclosure of such information within a commercially-reasonable time, Intuit may terminate any and all affected agreements between Intuit and Company for cause.

Reviews, Audits, and Remedies. 1. Company Contractor agrees that Intuit shall have a right to verify CompanyContractor’s compliance with this Exhibit. Upon 14 days’ prior written notice to CompanyContractor, Intuit (or its agent) may enter CompanyContractor’s premises and inspect such of CompanyContractor’s books, records, facilities and computer systems as Intuit and Company Contractor shall mutually agree is necessary to ensure that Company Contractor complies with the terms, covenants and conditions of this Exhibit. Intuit or its agent shall comply with CompanyContractor’s standard policies and procedures that apply to third party companies that have access to CompanyContractor’s premises, and Intuit or its agent shall access CompanyContractor’s premises during normal business hours (Monday through Friday, 8:00 AM to 5:00 PM). Notwithstanding the foregoing, if Intuit in good faith believes that a an imminent threat to security exists that could affect Confidential Information, Company the 14 day notice shall not apply and Contractor must provide Intuit or its agent access to its premises immediately upon request by IntuitIntuit subject to the terms of this paragraph. 2. Intuit may inspect or employ third parties to conduct studies of CompanyContractor’s operational processes, systems and computer network security to determine CompanyContractor’s compliance with this Exhibit. Intuit agrees to coordinate the scheduling of any such study with Company Contractor to minimize disruption to CompanyContractor’s business. Company Contractor agrees to cooperate with Intuit to commence such a study within thirty (30) days from CompanyContractor’s receipt of written notice of Intuit’s intent to conduct, or to employ a third party to conduct, such a study. At CompanyContractor’s request, Intuit will require any third party it employs to conduct such a study to sign a Contractor’s standard nondisclosure agreement pursuant to which it agrees not to disclose any Confidential Information. Intuit will make the results of any such study available to Company Contractor and, depending on the seriousness of any problems found, may require Company Contractor to remedy any and all such deficiencies in a timely fashion. Costs of such audits shall be borne by Intuit, unless Company Contractor is deemed, as a result of such an audit, to be in material nonconformity with the Agreement or this Exhibit. 3. Notwithstanding any time-to-cure provision in this Agreement to the contrary, it shall be completely within Intuit’s discretion to require correction of any demonstrated security-related problem within a shorter period of time. Intuit shall provide written notice of the problem to CompanyContractor, and Company Contractor must immediately take appropriate steps to correct the problem. If Company Contractor fails to correct any demonstrated security problem within a commercially-reasonable time, factoring in the work that must be completed to address the problem, and resulting in the material disclosure or threatened disclosure of Intuit’s Confidential Information or Personally-Identifiable Information about Intuit’s customersInformation, Intuit may instruct Company Contractor to take such interim measures as are reasonably necessary to protect such informationIntuit’s Confidential Information. If Company Contractor fails or refuses to take those interim and/or permanent measures which are necessary to prevent the material disclosure of such information Intuit’s Confidential Information within a commercially-reasonable time, Intuit may terminate any and all affected agreements between Intuit and Company Contractor for cause.

Reviews, Audits, and Remedies. 1. Company agrees that Intuit shall have a right to verify Company’s compliance with this Exhibit. Upon 14 days’ prior written notice to Company, Intuit (or its agent) may enter Company’s premises and inspect such of Company’s books, records, facilities and computer systems as Intuit and Company shall mutually agree is necessary to ensure that Company company complies with the terms, covenants and conditions of this Exhibit. Intuit or its agent shall comply with Company’s standard policies and procedures that apply to third party companies that have access to Company’s premises, and Intuit or its agent shall access Company’s premises during normal business hours (Monday through Friday, 8:00 AM to 5:00 PM). Notwithstanding the foregoing, if Intuit in good faith believes that a threat to security exists that could affect Confidential Information, Company must provide Intuit or its agent access to its premises immediately upon request by Intuit. 2. Intuit may inspect or employ third parties to conduct studies of Company’s operational processes, systems and computer network security to determine Company’s compliance with this Exhibit. Intuit agrees to coordinate the scheduling of any such study with Company to minimize disruption to Company’s business. Company agrees to cooperate with Intuit to commence such a study within thirty (30) days from Company’s receipt of written notice of Intuit’s intent to conduct, or to employ a third party to conduct, such a study. At Company’s request, Intuit will require any third party it employs to conduct such a study to sign a nondisclosure agreement * We have requested confidential treatment for certain portions of this document pursuant to which it agrees not an application for confidential treatment sent to disclose any Confidential Informationthe SEC. Intuit will make the results of any We omitted such study available to Company and, depending on the seriousness of any problems found, may require Company to remedy any portions from this filing and all such deficiencies in a timely fashion. Costs of such audits shall be borne by Intuit, unless Company is deemed, as a result of such an audit, to be in material nonconformity filed them separately with the Agreement or this ExhibitSEC. 3. Notwithstanding any time-to-cure provision in this Agreement to the contrary, it shall be completely within Intuit’s discretion to require correction of any demonstrated security-related problem within a shorter period of time. Intuit shall provide written notice of the problem to Company, and Company must immediately take appropriate steps to correct the problem. If Company fails to correct any demonstrated security problem within a commercially-reasonable time, factoring in the work that must be completed to address the problem, and resulting in the material disclosure or threatened disclosure of Intuit’s Confidential Information or Personally-Identifiable Information about Intuit’s customers, Intuit may instruct Company to take such interim measures as are necessary to protect such information. If Company fails or refuses to take those interim and/or permanent measures which are necessary to prevent the material disclosure of such information within a commercially-reasonable time, Intuit may terminate any and all affected agreements between Intuit and Company for cause.

Reviews, Audits, and Remedies. 1. Company agrees that Intuit shall have a right to verify Company’s compliance with this Exhibit. Upon no less than 14 days’ prior written notice to Company, Intuit (or its agent) may enter Company’s premises and inspect such of Company’s books, records, facilities and computer systems as Intuit and Company shall mutually agree is necessary to ensure that Company complies with the terms, covenants and conditions of this Exhibit. Intuit or its agent shall comply with Company’s standard policies and procedures that apply to third party companies that have access to Company’s premises, and Intuit or its agent shall access Company’s premises during normal business hours (Monday through Friday, 8:00 AM to 5:00 PM), subject to Company’s standard security and confidentiality procedures and without disruption to Company’s business. Notwithstanding the foregoing, if Intuit in good faith believes that a threat to security exists that could affect Confidential Information, Company must provide Intuit or its agent access to its premises immediately upon request by Intuit. 2. Intuit may inspect or employ third parties to conduct studies of Company’s operational processes, systems systems, vulnerability scan results and computer network security to determine Company’s compliance with this Exhibit. Intuit agrees to coordinate the scheduling of any such study with Company to minimize disruption to Company’s business. Company agrees to cooperate with Intuit to commence such a study within thirty (30) days from Company’s receipt of written notice of Intuit’s intent to conduct, or to employ a third party reasonably acceptable to Company to conduct, such a study. At Company’s request, Intuit will require any such third party it employs to conduct such a study to sign a nondisclosure agreement pursuant to which it agrees not to disclose any Confidential Information. Intuit will make the results of any such study available to Company and, depending on the seriousness of any problems found, may require Company to remedy any and all such deficiencies in a timely fashion. Costs of such audits shall be borne by Intuit[*], unless and Company is deemed, as a result of such an audit, to shall only be in material nonconformity with the Agreement or this Exhibitresponsible for [*]. 3. Notwithstanding any time-to-cure provision in this Agreement to the contrary, it shall be completely within Intuit’s discretion to require correction of any demonstrated security-related problem within a shorter period of time, subject to the procedures set forth in this Section E.3. Intuit shall provide written notice of the problem to Company, and Company must immediately take appropriate steps to correct the problem. If Company fails to correct any demonstrated security problem within a commercially-commercially reasonable time, factoring in the work that must be completed to address the problem, and resulting in the material disclosure or threatened disclosure of Intuit’s Confidential Information or Personally-Identifiable Information about Intuit’s customersInformation, Intuit may instruct Company to take such interim measures as are necessary to protect such informationIntuit’s Confidential Information. If Company fails or refuses to take those interim and/or and / or permanent measures which are necessary to prevent the material disclosure of such information Intuit’s Confidential Information within a commercially-reasonable time, Intuit may terminate any and all affected agreements between Intuit and Company for cause.