SOC Audits Sample Clauses

SOC Audits. Flexera will conduct annual SSAE 16 SOC audits during any subscription term for SaaS. Flexera shall, upon request, provide Licensee a SSAE 16 SOC Type I and/or II audit report covering the SaaS. Licensee agrees that the foregoing fulfills Flexera’s audit obligations under applicable data protection regulations (including GDPR), except for any additional audits required by an applicable data protection authority or regulatory body with authority over Flexera and Licensee.
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SOC Audits. Ensemble shall, at its sole expense, require an audit conducted annually by independent third-party auditors that result in a SOC 1 Type 2 (or Type II) report that conforms with Statement on Standards for Attestation Engagements (SSAE) No. 16 issued by the AICPA (or any succeeding or replacement standards or statements). Commencing in 2020, Ensemble shall, at its sole expense, require an audit to be conducted annually by independent third-party auditors that result in a SOC 2 Type 2 (or Type 11) report that covers or addresses the security, availability, processing integrity, confidentiality, and privacy of the systems, processes, data, and information used in providing the Services. [***].
Sample 1
SOC Audits. (1) Each year, at *** cost and expense, Supplier shall engage a third party internationally recognized auditor to conduct an annual Services-specific SOC 1 Type II audit in accordance with SSAE 18 standards and an annual Services-specific SOC 2 Type II audit (addressing at a minimum the principles of security and availability), and provide to Voya Group copies of the corresponding SOC 1 report and SOC 2 report. Supplier shall cooperate with Voya Group to determine the scope and control objective requirements for the SSAE 18 SOC 1 and SOC 2 audits and reports, which shall generally cover all of the Services being provided under this Agreement. More specifically: (a) With respect to the SOC 1 Type II audits: The first such audit will cover the period beginning on the Go Live Date through September 30th, 2018; provided, however, that if such period is not at least six (6) months, then such audit instead shall cover the six (6) month period beginning on the Go Live Date. Thereafter, audits will cover the twelve (12) month periods ending September 30th of each year. Supplier shall provide Voya Group with a copy of the SOC 1 report for each such audit no later than *** days after the end of the covered audit period. (b) With respect to the SOC 2 Type II audits: The first such audit will cover the period beginning on the Go Live Date through March 31st, 2018; provided, however, that if such period is not at least six (6) months, then such audit instead shall cover the six (6) month period beginning on the Go Live Date. Thereafter, audits will cover the twelve (12) month periods ending March 31st of each year; provided that Voya Group may upon ninety (90) days’ prior written notice adjust such date and the corresponding covered period. Supplier shall provide Voya Group with a copy of the SOC 2 report for each such audit no later than *** days after the end of the covered audit period. Voya Group may share a copy of each SOC 1 and SOC 2 report *** to the extent Voya Group has a legal *** obligation *** with Voya Auditors. Supplier shall notify Voya as soon as possible after any weakness or deficiency is identified in connection with an audit conducted pursuant to this Section 12.03(1). (2) With respect to any audit reports issued under this Section, Supplier shall promptly remediate any weakness or deficiency identified in such reports or that could reasonably be expected – Voya Confidential – 43
Sample 1
SOC Audits. Each calendar year during the Term, Ensemble shall, at its sole expense, require its independent third-party auditors to conduct, in accordance with the applicable statements and standards issued by the American Institute of Certified Public Accountants (the “AICPA”), an audit or examination of the systems used to provide the Services under this Agreement, and the controls over those systems (along with the associated processes, policies, procedures, personnel, and operations) that are maintained or used by Ensemble or its subcontractors in providing the Services, and to create SOC reports of the following types, as defined by the AICPA: (i) a SOC 1 Type 2 (or Type II) report that conforms with Statement on Standards for Attestation Engagements (SSAE) No. 18 issued by the AICPA (or any succeeding or replacement standards or statements) and covers or addresses the systems and controls used in providing the Services; and (ii) a SOC 2 Type 2 (or Type II) report that covers or addresses the security, availability, processing integrity, confidentiality, and privacy of the systems, processes, data, and information used in providing the Services. Ensemble shall (or shall cause the applicable auditors to) deliver a copy of each such report to Client within [***] after completion of the relevant audit or examination. Such reports provided by Ensemble under this Section 14.6 shall be considered Ensemble’s Confidential Information. Ensemble may redact from such reports, those portions containing confidential information of third parties. If the audit report conducted by or on behalf of Ensemble under this Section 14.6 reveals an exception for any control where the control objective is not met, Ensemble will provide details of the relevant audit findings along with detailed remediation plans, including the timing of planned remediation actions, to Client and its independent Audit Agents (as defined below) for review and comment as soon as reasonably possible, and in any event within [***] after completion of the audit report; provided, that Client may treat the same as a breach if the same is not cured within a period of [***] or such other reasonable period as may be mutually agreed between the Parties. Ensemble will implement the remediation plans to reasonably correct (or cause the appropriate Ensemble Personnel to correct) any exceptions identified in the audit report and within Ensemble’s (or Ensemble Personnel’s) scope of responsibility or control as soon as rea...
Sample 1

Related to SOC Audits

  • Field Audits The Agent has the right at any time and in its discretion to conduct field audits with respect to the Collateral and each Borrower’s Receivables, inventory, business and operations. All field audits shall be at the cost and expense of the Borrowers; it being understood and agreed that, in the absence of an Event of Default, the Borrowers’ maximum liability for field audit costs and expenses shall be limited to the reasonable costs and expenses of only two (2) field audits conducted during any twelve (12) month period (unless the Agent shall conduct a field audit pursuant to Section 1.10 of this Agreement in connection with the joinder of a new “Borrower” hereunder, in which event the Borrowers shall be liable for the costs and expenses of such field audit as well). Any and all field audits conducted following an Event of Default shall be at the Borrowers’ cost and expense, with the foregoing limitation on maximum costs and expense being inapplicable.

  • Audits No more than once a year, or following unauthorized access, upon receipt of a written request from the LEA with at least ten (10) business days’ notice and upon the execution of an appropriate confidentiality agreement, the Provider will allow the LEA to audit the security and privacy measures that are in place to ensure protection of Student Data or any portion thereof as it pertains to the delivery of services to the LEA . The Provider will cooperate reasonably with the LEA and any local, state, or federal agency with oversight authority or jurisdiction in connection with any audit or investigation of the Provider and/or delivery of Services to students and/or LEA, and shall provide reasonable access to the Provider’s facilities, staff, agents and XXX’s Student Data and all records pertaining to the Provider, LEA and delivery of Services to the LEA. Failure to reasonably cooperate shall be deemed a material breach of the DPA.

  • Contract Audits Eligible Purchaser represents and warrants that it shall cooperate with Enterprise Services, the Office of the State Auditor, federal officials, and/or any third party authorized by law or contract, in any audit conducted by such party pertaining to any Contracts that Eligible Purchaser has made purchases from pursuant to this Agreement, including providing records related to any purchases from such Contracts.

  • City Audits The CITY may perform an independent audit. Such audits may cover programmatic as well as fiscal matters. GRANTEE will be afforded an opportunity to respond to any audit findings, and have the responses included in the final audit report. Costs of such audits will be borne by the CITY.

  • Annual Audits Each fiscal year, the School shall provide for an independent annual financial audit conducted in accordance with Generally Accepted Auditing Standards and Governmental Auditing Standards and performed by a certified public accountant (CPA); provided the Commission may establish an alternative reporting requirement in accordance with State law. The Commission shall provide the guidelines and/or scope of the audit or alternative report and may require minimum CPA qualifications or that the School select from a list of qualified CPAs as provided by the Commission. The School shall provide the completed audit or alternative report to the Commission by November 15 after the conclusion of the fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances. The School shall pay for the audit or alternative report if an appropriation is not made by the Legislature for such purpose.

  • Cost of Audits Customer shall bear the costs of any audit unless such audit reveals a material breach by SAP of this DPA, then SAP shall bear its own expenses of an audit. If an audit determines that SAP has breached its obligations under the DPA, SAP will promptly remedy the breach at its own cost.

  • Records; Audits Merck will keep, and will cause each of the other Selling Parties, as applicable, to keep, and Moderna will keep, adequate books and records of accounting for the purpose of calculating all royalties and other amounts payable by either Party to the other Party hereunder and ensuring each Party’s compliance hereunder. For the [***] following the end of the Calendar Year to which each will pertain, such books and records of accounting (including those of its Affiliates, as applicable) will be kept at each of their principal place of business. At the request of either Party, the other Party will permit (and procure its Affiliates, to permit) an independent certified public accounting firm of internationally recognized standing selected by the auditing Party and reasonably acceptable to the other Party to have access during normal business hours to such of the records as may be reasonably necessary to verify the accuracy of the payments due hereunder for any Calendar Year ending not more than [***] following the end of any Calendar Year. Such examinations may not be conducted more than once in any Calendar Year or be repeated for any Calendar Year. The accounting firm shall disclose to the auditing Party only whether the reports are correct or incorrect and the amount of any discrepancy. No other Confidential Information shall be provided. If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within [***] of the date of delivery of such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by the auditing Party, provided that if the underpayment or overcharge exceeds [***], the audited Party shall pay the fees. Upon the expiration of [***] following the end of any Calendar Year, absent willful misconduct or fraud by a Party (its Affiliates, as applicable) the calculation of amounts payable with respect to such Calendar Year shall be binding and conclusive upon the Parties, and the Parties shall be released from any liability or accountability with respect to amounts payable for such Calendar Year. The auditing Party shall treat all financial information subject to review under this Section 8.6(c) in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party obligating it to retain all such Confidential Information in confidence pursuant to such confidentiality agreement.

  • SAO AUDIT A. The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract. The acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. B. Grantee shall comply with any rules and procedures of the state auditor in the implementation and enforcement of Section 2262.154 of the Texas Government Code.

  • Field Examinations On no more than one occasion per every consecutive 24 month period following the most recent field examination date, the Loan Parties will permit, upon reasonable notice, the Administrative Agent to conduct a field examination to ensure the adequacy of Collateral included in any Borrowing Base and related reporting and control systems (with the time of such engagement determined at the discretion of the Administrative Agent, or as requested by the Required Lenders); provided that (I) the Company shall be permitted to instruct the Administrative Agent to conduct a field examination if as of any date the most recently completed field examination (or the most recently completed update thereof, if applicable) is more than one year old and (II) the Administrative Agent may conduct a field examination at the discretion of the Administrative Agent, or shall conduct a field examination at the request of the Required Lenders if (a) the date of the most recently completed field examination (or the most recently completed update thereof, if applicable) is more than one year old and (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in addition to the field examinations permitted above (A) during any calendar year when Aggregate Availability is at any time less than the greater of (x) an amount equal to 20% of the Loan Cap Minimum then in effect and (y) an amount equal to 20% of the Loan Cap then in effect, one additional field examination shall be permitted at the discretion of the Administrative Agent or the Required Lenders per calendar year and (B) if an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of field examinations. For purposes of this Section 5.12, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All of the foregoing field examinations shall be at the sole expense of the Loan Parties. Notwithstanding the foregoing, the Lenders shall be permitted to conduct one additional field examination per calendar year at their own cost and expense.

  • Financial Audits During the Audit Period, Service Provider shall provide to DIR Auditors access at reasonable hours to Service Provider Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provider, all to the extent relevant to the performance of Service Provider's obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the Services, (iv) examine Service Provider's performance of its other financial and accounting obligations to DIR under this Agreement, and (v) enable DIR and DIR Customers to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, (2) make requested Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service Provider, and Service Provider does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider shall promptly pay to DIR the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of receipt by Service Provider of the overcharged amount until the date of payment to DIR. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, promptly reimburse DIR for reasonable auditors' fees provided that such reimbursement shall not exceed the amount of the overcharge uncovered during the audit.

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