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. 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
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:
Sample 1

Related to SOC Audits

  • Field Audits The Borrower shall permit the Bank to inspect the Inventory, other Tangible Assets and/or other business operations of the Borrower and each Subsidiary, to perform appraisals of the Equipment of the Borrower and each Subsidiary, and to inspect, audit, check and make copies of, and extracts from, the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other Collateral, the results of which must be satisfactory to the Bank in the Bank’s sole and absolute discretion. All such inspections or audits by the Bank shall be at the Borrower’s sole expense, provided, however, that so long as no Event of Default or Unmatured Event of Default exists, the Borrower shall not be required to reimburse the Bank for inspections or audits more frequently than once each fiscal year.

  • 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.

  • 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 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 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.

  • Compliance Audits D.4.1 Compliance Audit(s). Without limiting the generality of section A.7.4 (Records Review), if requested by the Province from time to time, which request shall be at the Province’s sole discretion, the Recipient, at its own expense, will forthwith retain an independent third party auditor to conduct one or more compliance audits of the Recipient or any Project. The audit will be conducted in accordance with Canadian Generally Accepted Auditing Standards, as adopted by the Canadian Institute of Chartered Accountants, applicable as of the date on which a record is kept or required to be kept under such standards. In addition, the audit will assess the Recipient’s compliance with the terms of the Agreement and will address, with respect to each Project, without limitation, the following:

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