AUDIT, MISCELLANEOUS Clause Samples
The 'Audit, Miscellaneous' clause grants one party the right to review and examine the records, processes, or operations of the other party to ensure compliance with the terms of the agreement. In practice, this may involve periodic inspections of financial documents, operational procedures, or other relevant materials, often with advance notice and during normal business hours. The core function of this clause is to provide transparency and accountability, helping to detect and prevent breaches of contract or mismanagement.
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AUDIT, MISCELLANEOUS. 8.1 CONTRACTOR shall have the right, upon written notice, to review and audit data and other contract related documentation of KDHE- DHCF as necessary to verify KDHE-DHCF’s performance and compliance with their obligations under this Agreement. An independent third-party auditor may, at CONTRACTOR’s sole discretion, conduct such review and audit, provided that such auditor shall agree to maintain the confidentiality of KDHE-DHCF’s confidential data and documentation. The terms of this Section 8.1 shall survive termination of this Agreement for a period of seven (7) years.
8.2 Schedule A is part of this Agreement.
8.3 If CONTRACTOR discontinues the manufacture, sale or distribution of any CONTRACTOR Product or decides to transfer or license any CONTRACTOR Product to a third party, then CONTRACTOR shall notify KDHE-DHCF. A contract amendment shall be initiated by the CONTRACTOR of such product confirming continued supplemental rebate responsibility under the new CONTRACTOR, until the end of the original agreed upon contract.
8.4 At the time of each Supplemental Rebate payment, CONTRACTOR shall provide KDHE-DHCF with reconciliation statements. KDHE- DHCF is aware of this process with respect to the reporting CMS Basic Rebates and CMS CPI Rebates under the terms of the CMS Agreement and agrees to use the reconciliation statements to accurately report to CMS the CMS Basic Rebates, CMS CPI Rebates, and State Supplemental Rebates for each CONTRACTOR Product for which a discount has been paid under this Agreement, to the extent required under applicable federal or state law.
8.5 KDHE-DHCF represents and warrants that it has obtained any and all necessary consent(s) from any and all third parties, as required by law, regulation, ethical or professional code, contract, agreement or otherwise, to provide to CONTRACTOR all data required pursuant to Section 4.1 hereof.
8.6 CONTRACTOR and the agents and employees of CONTRACTOR in the performance of this Agreement, will act in an independent capacity and not as officers, employees or agents of the State of Kansas.
8.7 Nothing in this Agreement will be construed so as to require the commission of any act contrary to law. If any provision of this Agreement is found to be invalid or illegal by a court of law, or inconsistent with federal requirements, this Agreement will be construed in all respects as if any invalid, unenforceable, or inconsistent provision were eliminated, and without any effect on any other provision. Th...