Common use of Security Audit Clause in Contracts

Security Audit. CI Plus LLP (or the third party auditors identified hereunder) shall have the right to review, upon thirty (30) Business Days’ notice (or earlier if CI Plus LLP has a good faith belief that the Highly Confidential Information has been, or will be, compromised in any manner) the implementation of all security measures at the secure location(s) required hereunder for the Highly Confidential Information no more frequently than once per year (unless CI Plus LLP has a good faith belief that the Highly Confidential Information has been, or will be, compromised in any manner) at reasonable times as agreed between Licensee and CI Plus LLP. Such audit shall be subject to the confidentiality provisions of Section 1.0 or otherwise reasonably designated by Licensee. CI Plus LLP and Licensee hereby consent to use an third-party auditor mutually agreed by Licensee and CI Plus LLP. CI Plus LLP shall cause such third-party auditor to be bound by the same confidentiality obligation which Recipient is bound by under this Exhibit H and shall be responsible for such third-party auditor’s breach of such confidentiality obligation. In the event that such third-party auditor finds Material Breach of this Agreement by Licensee, CI Plus LLP shall have such auditor limit its report to CI Plus LLP only the facts directly relevant to such breach that are necessary to enforce this Agreement. In the event that such third-party auditor finds no Material Breach of this Agreement with respect to Licensee’s handling and safeguarding of the Highly Confidential Information, CI Plus LLP shall have such auditor limit its report to CI Plus LLP solely to such finding. Such reported information shall be deemed Licensee’s Highly Confidential Information. Exhibit I: Fee Schedule

Security Audit. CI Plus LLP TA (or the third party auditors identified hereunder) shall have the right to review, upon thirty (30) Business Days’ Days notice (or earlier if CI Plus LLP TA has a good faith belief that the Highly Confidential Information has been, or will be, compromised in any manner) the implementation of all security measures at the secure location(s) required hereunder for the Highly Confidential Information no more frequently than once per year (unless CI Plus LLP TA has a good faith belief that the Highly Confidential Information has been, or will be, compromised in any manner) at reasonable times as agreed between Licensee and CI Plus LLPTA. Such audit shall be subject to the confidentiality provisions of Section 1.0 or otherwise reasonably designated by Licensee. CI Plus LLP TA and Licensee hereby consent to use an third-party auditor mutually agreed by Licensee and CI Plus LLPTA. CI Plus LLP TA shall cause such third-party auditor to be bound by the same confidentiality obligation which Recipient is bound by under this Exhibit H and shall be responsible for such third-party auditor’s breach of such confidentiality obligation. In the event that such third-party auditor finds Material Breach of this Agreement by Licensee, CI Plus LLP TA shall have such auditor limit its report to CI Plus LLP TA only the facts directly relevant to such breach that are necessary to enforce this Agreement. In the event that such third-party auditor finds no Material Breach of this Agreement with respect to Licensee’s handling and safeguarding of the Highly Confidential Information, CI Plus LLP TA shall have such auditor limit its report to CI Plus LLP TA solely to such finding. Such reported information shall be deemed Licensee’s Highly Confidential Information. Exhibit I: Fee Schedule