Common use of Audit Provision Clause in Contracts

Audit Provision. During the term of this Agreement Lilly will have the right, at its expense and upon not less than five (5) working days prior written notice, to audit Licensor's systems and services, with specific emphasis on Licensor's security and change control procedures. Such audit, which may be conducted by Lilly personnel under obligations of confidentiality or by an independent auditing firm that Licensor has approved, will not interfere unreasonably with Licensor's business activities, and will be conducted no more than once per calendar year, unless Lilly has received a request from the U.S. Food and Drug Administration (or agency with similar regulatory authority and jurisdiction over Lilly's business), or unless a previous audit has disclosed a material non-conformance to the standards required by the appropriate agencies. If the audit shows material non-conformance to the obligations set forth in this Agreement, then Licensor will use commercially reasonable efforts to remedy the non-conformance as soon as practicable. If the non-conformance continues for more than 15 days, then Lilly shall have the option to declare Licensor in breach of this Agreement. Lilly will use information received during an audit solely for the purposes of the Agreement and will otherwise maintain the confidentiality of such information. In addition, upon request, Licensor shall make available to the FDA all records required by governmental regulations related to the Software and any data or results produced by the Software. In any governmental or regulatory agency gives notice of its intention to conduct an audit or take any other regulatory actions with respect to the Software or any data or results produced by the Software, Licensor shall promptly give Lilly notice thereof, and Lilly shall have the right to be present at any such audit or regulatory action.

Audit Provision. During the term of this Agreement Lilly will have the right, at its expense and upon not less than five (5) working days prior written notice, to audit Licensor's systems and services, with specific emphasis on Licensor's security and change control procedures. Such audit, which may be conducted by Lilly personnel under obligations of confidentiality or by an independent auditing firm that Licensor has approved, will not interfere unreasonably with Licensor's business activities, and will be conducted no more than once per calendar year, unless Lilly has received a request from the U.S. Food and Drug Administration (or agency with similar regulatory authority and jurisdiction over Lilly's business), or unless a previous audit has disclosed a material non-conformance to the standards required by the appropriate agencies. If the audit shows material non-conformance to the obligations set forth in this Agreement, then Licensor will use commercially reasonable efforts to remedy the non-conformance * as soon as practicable. If the non-conformance continues for more than 15 days*, then Lilly shall have the option to declare Licensor in breach of this Agreement. Lilly will use information received during an audit solely for the purposes of the Agreement and will otherwise maintain the confidentiality of such information. In addition, upon request, Licensor shall make available to the FDA all records required by governmental regulations related to the Software and any data or results produced by the Software. In any governmental or regulatory agency gives notice of its intention to conduct an audit or take any other regulatory actions with respect to the Software or any data or results produced by the Software, Licensor shall promptly give Lilly notice thereof, and Lilly shall have the right to be present at any such audit or regulatory action.

Audit Provision. During the term of this Agreement Lilly will have the right, at its expense and upon not no less than five (5) working days prior written notice, to audit LicensorConsultant's systems and services, with specific emphasis on LicensorConsultant's security and change control procedures. Such audit, which may be conducted by Lilly personnel under obligations of confidentiality or by an independent auditing firm that Licensor has approvedfirm, will not interfere unreasonably with LicensorConsultant's business activities, and will be conducted no more than once per calendar year, unless Lilly has received a request from the U.S. Food and Drug Administration (or agency with similar regulatory authority and jurisdiction over Lilly's business), or unless a previous audit has disclosed a material non-conformance to the standards required by the appropriate agencies. If the audit shows material non-conformance to the obligations set forth in this Agreement, then Licensor Consultant will use commercially reasonable efforts to remedy the non-conformance as soon as practicable. If the non-conformance continues for more than 15 days, then Lilly shall have the option to declare Licensor Consultant in breach of this Agreement. Lilly will use information received during an audit solely for the purposes of the Agreement and will otherwise maintain the confidentiality of such information. In addition, upon request, Licensor . Consultant shall make available to the FDA all records required by governmental regulations related to the Software Work Product and any data or results produced by the SoftwareWork Product. In any governmental or regulatory agency gives notice of its intention to conduct an audit or take any other regulatory actions with respect to the Software Work Product or any data or results produced by the SoftwareWork Product, Licensor Consultant shall promptly give Lilly notice thereof, and Lilly shall have the right to be present at any such audit or regulatory action.

Audit Provision. During the term of this Agreement Lilly will have the right, at its expense and upon not no less than five (5) working days prior written notice, to audit LicensorConsultant's systems and services, with specific emphasis on LicensorConsultant's security and change control procedures. Such audit, which may be conducted by Lilly personnel under obligations of confidentiality or by an independent auditing firm that Licensor has approvedfirm, will not interfere unreasonably with LicensorConsultant's business activities, and will be conducted no more than once per calendar year, unless Lilly has received a request from the U.S. Food and Drug Administration (or agency with similar regulatory authority and jurisdiction over Lilly's business), or unless a previous audit has disclosed a material non-conformance to the standards required by the appropriate agencies. If the audit shows material non-conformance to the obligations set forth in this Agreement, then Licensor Consultant will use commercially reasonable efforts * to remedy the non-conformance as soon as practicable. If the non-conformance continues for more than 15 days*, then Lilly shall have the option to declare Licensor Consultant in breach of this Agreement. Lilly will use information received during an audit solely for the purposes of the Agreement and will otherwise maintain the confidentiality of such information. In addition, upon request, Licensor Consultant shall make available to the FDA all records required by governmental regulations related to the Software Work Product and any data or results produced by the SoftwareWork Product. In any governmental or regulatory agency gives notice of its intention to conduct an audit or take any other regulatory actions with respect to the Software Work Product or any data or results produced by the SoftwareWork Product, Licensor Consultant shall promptly give Lilly notice thereof, and Lilly shall have the right to be present at any such audit or regulatory action.