Common use of Audit Clause in Contracts

Audit. (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. In accordance with the Personal Data Regulations, the Sub-contractor accepts the realization of an audit per calendar year, unless expressly requested by a Supervisory Authority, an independent third party auditor, and subject to a notice period notified by registered letter with acknowledgment of receipt at least one month prior to the envisaged date for the audit, to verify the respect of the Personal Data Regulations by the Sub-contractor, under the conditions provided herein. In this regard, the Sub-contractor shall undertake to assist the independent third party auditor by sending, upon the latter’s written request, within due time periods, with regard to the relevant request, the certifications and/or the most recent summary audit reports that the Sub-contractor has regularly had carried out to verify the effectiveness of the technical and organizational measures. The Sub-contractor shall cooperate with the independent third party auditor by providing the latter with the complementary information required to ensure the Data Controller’s respect of his obligations with regard to audits or to respond to a request by the Personal Data protection Supervisory Authority. In the context of the realization of these audits by the third party independent auditor, the Sub-contractor shall undertake to assist and respond to the latter’s reasonable requests and request the same assistance and response from Subsequent Sub-contractors. These audits, requested by the Data Controller shall be integrally carried out at the Data Controller’s expense- Each party shall assume the internal costs that may be incurred by a Party in connection with such audit; The independent third party auditor shall not carry out a competitor activity to that of the Sub-contractor and/or have direct or indirect financial relations with a company exercising a competitor activity to that of the Sub-contractor. The Data Controller shall ensure the sincerity and independence of the persons mandated to realize the audit operations. These persons shall be obliged by a confidentiality commitment at least as stringent as the commitment provided herein and concerning all the elements audited, and the subsequent audit report, and more generally, the most absolute confidentiality for the elements which he may have been informed in the context of these audit operations. It is expressly agreed that the following shall be excluded from the audit: any data, in particular financial or personal data which does not concern the Data Controller, any information, the disclosure of which could affect the security of the Sub-contractor’s systems and/or data (ain particular, in the event of the risk for the confidentiality of the information) Once a year or other of the Sub-contractor’s Data Controllers, or the I.T. source code programs used in the context of the provision of the Services. The duration of the audit shall not exceed three (3) business days. It should be carried out during the Sub-contractor’s business hours and shall be conducted in order not to affect the realization of the Services or any other activity carried out by the Sub-contractor. The Sub-contractor may suspend these audit operations at any time if the realization of the Services or any other of the Sub-contractor’s activity requires that a party disputes the amount resources and/or means used for the audit be mobilized for other purposes. The person in charge of the audit operations shall not take any copies of any material monies owed documents, files, data or information, in full or in part, or take photos, digitalize, or take sound recordings, videos or I.T. screen shots. The person carrying out the audit may also not request that all or part of these elements be provided or sent. The Sub-contractor may organize a display of sensitive documents in a secured room (black room). Any person in charge of the audit operations shall only be accepted on the Sub-contractor’s site or that of Subsequent Sub-contractors after declaration of his identity by either the Data Controller at the time of the notification of this audit in the periods recalled above. A copy of the audit report shall be issued by the third party auditor mandated simultaneously to the other hereunderData Controller and Sub-contractor, such party (who shall meet within a period of fifteen business days in order to study the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to diligence that should be carried out following the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes realization of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsaudit. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b)party, at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”)party, may conduct an audit of those of the Audited Partyother party’s records that are under the control and/or direction of the Audited Party other party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Partyaudited party’s normal business operations. The Audited Party audited party shall use reasonable commercial efforts to facilitate the Auditing Partyauditing party’s review, including making reasonably available such personnel of the Audited Party audited party to assist the Auditing Party auditing party as reasonably requested. The Audited Party audited party shall deliver any document or instrument reasonably necessary for the Auditing Party auditing party to obtain such records from any person maintaining records for the Audited Party audited party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party audited party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Partyauditing party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party a party shall not be required to provide access to records to the extent that (ia) such access is prohibited by Applicable Laws, (iib) such records are legally privileged, (iiic) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (ivd) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. 15.1 Unless it reasonably considers that prior notice would be detrimental to the proposed audit, BT plc shall, on reasonable notice, notify Openreach Limited of BT’s employees and other representatives, including auditors and Regulators and any other party to whom BT is obliged to provide access rights (collectively, BT plc Auditors) who require access rights to the sites from which Openreach Limited provides, manages and administers the Services (Openreach Sites). 15.2 Subject to any restrictions on the provision of information set out in the Commitments and the Governance Protocol, Openreach Limited shall allow, and procure that the Openreach Personnel allow, BT plc Auditors: (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party access to the other hereunderOpenreach Sites, such party (the “Auditing Party”)records and supporting documents referred to in clause 11.2, subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures relevant Openreach Personnel and methods as necessary systems (including operational records and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program manuals) at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits.Openreach Sites; and (b) In access to facilities at the event Openreach Sites at all reasonable times during (and, in an emergency, outside) normal working hours for the following purposes: (i) to inspect the records and supporting documents referred to in clause 11.2; (ii) to interview the Openreach Personnel; (iii) to assess whether Openreach Limited is acting in accordance with the Commitments, and to carry out surveys for the purposes of BT insurance cover; (iv) to review the integrity of BT plc's Confidential Information, and make inspections and audits for the purpose of conducting the internal and statutory audits of BT and making reports required by a Regulator; (v) to conduct any risk assessment by BT plc in relation to the possible impact of the Services on BT’s businesses; and (vi) to monitor and assess the provision of the Services and the performance of Openreach Limited’s other obligations under this Agreement; and (vii) to prepare any financial statements of BT. 15.3 Openreach Limited shall perform or make available, and procure that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency its Affiliates and the sub-contractors perform or material discrepancymake available, the Audited Party shall correct such errorservices, make any necessary adjustments access and facilities described in addition pay for the Auditing Party’s costs in connection with conducting such audit up this clause to the amount of the impact of such error or adjustmenta Regulator if a Regulator requests it to do so.

Audit. (a) Once a year or at any time that a party disputes 7.1 Controller has the amount of any material monies owed by either party right, upon its request and under the conditions as specified in this Clause 7, to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may have an independent auditor conduct an audit regarding the organisation of those Sub- Processor, in order to establish whether or not Sub-Processor complies with the applicable Data Protection Legislation and the DPA. 7.2 Such an audit shall take place only after Controller has requested Sub-Processor to present it with an internal audit report; and if, after having reviewed such an internal audit report, Controller can substantiate why an additional external audit is justified. Such an external audit is justified if the internal audit report does not establish, or insufficiently establishes, whether or not Sub-Processor complies with the applicable Data Protection Legislation and the DPA. Controller may request an external audit once every two (2) years, giving Sub- Processor two (2) weeks’ notice in advance, notwithstanding the compelling reason as referred to in Clause 7.3. 7.3 Sub-Processor will cooperate with the external audit upon request of the Audited Party’s records Controller and provide Controller with all information that are under the control and/or direction can reasonably be deemed relevant, within a reasonable period of the Audited Party and relate time. Parties agree that a period of two (2) weeks is reasonable, unless a compelling reason requires more immediate action. 7.4 Prior to the Program or can be reasonably segregated. Such external audit upon request of Controller, Parties shall establish in writing whether the results of such an audit shall be conducted during normal business hours in accordance subject to review and discussion of Parties, or that the results will be accepted irrevocably. If it is established that Sub-Processor has failed to comply with generally accepted auditing standards the provisions of applicable Data Protection Legislation and the auditing party DPA, Sub- Processor shall employ take all reasonably necessary measures to ensure compliance as yet. 7.5 The costs of audits upon request of Controller, will be borne by Controller, unless the results of such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference an audit show that Sub-Processor has failed to comply with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate provisions of applicable Data Protection Legislation and the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsDPA. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. (a) Once a year Not more than once per year, or at any time a Party has a reasonable, good faith belief that a party disputes the amount of any material monies owed by either party to the other hereunderParty has materially breached this Agreement, such party or (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (iwith respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents other Party as well as detailed documentation or other evidence of such party alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.11 shall not interfere unreasonably with the operations of such audited Party or any of its affiliates, operating budgets Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (unless such records relate solely to the Programextent with respect to this Agreement), management reviews the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or employee recordsnot the audited Party is in compliance with this Agreement, and (iv) if such records relate audit has revealed a breach, shall include no more information than is reasonably necessary to other customers provide the basis for such finding. All information learned or operations obtained from such audit shall be deemed Confidential Information for purposes of such party other than this Agreement. Notwithstanding anything to the Program or to personnel records not normally disclosed contrary in connection with audits. (b) In this Section, the event audited Party may require that an the Third Party conducting the audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, 2.11 be accompanied by the Audited Party shall correct such error, make any necessary adjustments audited Party’s (and in addition pay for the Auditing Partycase of an audit of its Affiliates or Sublicensees, its Affiliate’s costs in connection or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with conducting such audit up to the amount of the impact of such error or adjustmentthis Section 2.11.

Audit. (a) Once a year or at any time that a party disputes Each Party shall have the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b)right, at its sole cost own cost, to reasonably audit and expense and upon reasonable prior notice to inspect the other party (Party’s activities under each IDP and this Collaboration, which shall include the “Audited Party”), may conduct an audit of those of right to access the Audited other Party’s records that are related solely to such activities (including records from CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. its material subcontractors (where such Party has the right to permit such audit or inspection) and Affiliates regarding work conducted under such IDP, as applicable) and facilities used in conducting such activities, in each case as reasonably requested by the control and/or direction requesting Party to confirm the other Party’s compliance with the requirements of the Audited Party and relate to the Program or can be reasonably segregatedperformance under this Agreement. Such audit and inspection shall not be performed more than once in any Calendar Year for all IDPs and shall be reasonably coordinated in advance between the Parties and conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with least burdensome manner possible in order to minimize disruption of the Audited Party’s normal business operationsParty audited. The Audited Each Party shall use reasonable commercial efforts Commercially Reasonable Efforts to facilitate obtain the Auditing right for the other Party to audit and inspect the activities (including accessing records) and facilities of the Party’s review, including making reasonably available material subcontractors. If a Party cannot secure such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary audit and inspection rights for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provisionother Party, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records then to the extent that (i) Party has the right itself to conduct such access is prohibited audit or inspection, it shall conduct such audit or inspection as reasonably requested by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely the auditing Party and subject to the Program), management reviews or employee records, terms agreed with such subcontractor and (iv) such records relate to other customers or operations of such party other than share the Program or to personnel records not normally disclosed in connection results with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited auditing Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount extent permitted by the terms of the impact of agreement with such error or adjustmentsubcontractor.

Audit. Each Statement delivered to Tenant shall constitute an account stated between Landlord and Tenant and shall be conclusively binding upon Tenant unless Tenant (ai) Once pays to Landlord when due the amount set forth in such Statement, without prejudice to Tenant’s right to audit such Statement, and (ii) within ninety (90) days after such Statement is delivered, sends a written notice to Landlord stating that Tenant will audit the records concerning the items objected to by Tenant. Tenant and all auditors, representatives, contractors, agents, and other third parties involved on behalf of Tenant in any review, audit or dispute concerning Expenses or Taxes shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such review. Tenant agrees that Tenant will not employ, in connection with any review, audit or dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. If Tenant satisfies the foregoing conditions precedent, then Tenant may review or audit the Expenses or Taxes (as applicable) for the subject calendar year or at Fiscal Year, as applicable. If the parties are unable to resolve any time dispute as to the correctness of such Statement within thirty (30) days following the review or audit performed by T▇▇▇▇▇, then either party may refer the issues raised by such review or audit to a nationally recognized public accounting firm selected by Landlord and reasonably acceptable to Tenant, and the decision of such accountants shall be conclusively binding upon Landlord and Tenant. If said accountants shall determine that a party disputes Tenant shall have made any payment in excess of the amount of any material monies owed by either party to the other properly due hereunder, such party excess amount shall be refunded to Tenant by Landlord promptly after said accountants shall have rendered their decision and if such accountants shall determine that Tenant shall have underpaid the amount properly due hereunder such under-payment shall be paid by Tenant to Landlord promptly after said accountants shall have rendered their decision. Tenant shall pay the fees and expenses relating to such procedure, unless such accountants determine that Landlord overstated Expenses or Taxes by more than five percent (5%) for such calendar year or Fiscal Year, as applicable, in which case Landlord shall pay the “Auditing Party”), subject to reasonable out-of-pocket fees and expenses incurred by Tenant. Except as provided in this Section 14.1(b)4.8, at its sole cost and expense and upon reasonable prior notice Tenant shall have no right whatsoever to dispute by judicial proceeding or otherwise the other party (the “Audited Party”), may conduct an audit accuracy of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsStatement. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. (a) Once Without limiting the parties' other obligations under this Article VI, the Seller agrees to prepare "special purpose financial statements" of the Access Business, including a statement of Assets to be acquired by the Purchaser and Assumed Obligations as of September 30, 2003, and the related statements of operations and of cash flows for the year or at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party then ended (the “Auditing Party”"2003 Financial Statements"), subject to this Section 14.1(bincluding related footnotes, otherwise (except for the omission of assets not acquired and liabilities not assumed) in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"), at its sole cost and expense and upon reasonable prior notice agrees to engage the other party Seller's independent public accountants, Deloitte & Touche LLP (the “Audited Party”"Deloitte"), may conduct to commence an audit of those the 2003 Financial Statements under auditing standards generally accepted in the United States (the "Audit"). Promptly after execution of this Agreement, the Seller shall use its reasonable best efforts to prepare the 2003 Financial Statements on the basis provided in this paragraph (a) (or, if applicable, on such other basis as may be required pursuant to paragraph (b) below), and cause Deloitte to commence and complete the Audit of such financial statements as soon as reasonably practicable after the execution of the Audited Party’s records engagement letter. The Seller agrees to cause such engagement letter to be prepared, and the Seller will be prepared to execute such letter on its own behalf, promptly after the date hereof. The Seller and the Purchaser will both be signatories to Deloitte's engagement letter for the Audit. The Seller represents that are under subject to the control and/or direction "special purpose" nature of the Audited Party financial statements, the 2003 Financial Statements will fairly present the financial condition, results of operations and relate to cash flows of the Program or can Access Business as of and for the applicable period, and will be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference consistent with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel books and records of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsSeller. (b) In The Seller will, and will use its reasonable best efforts to cause its independent public accountants to, cooperate with the event that an audit performed Purchaser with respect to the preparation and presentation of a written request by the Purchaser pursuant to this Rule 3-13 of Regulation S-X (the "Request") for appropriate relief from the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the "SEC's Staff") in order to permit the filing and use by the Purchaser of "special purpose financial statements" of the Access Business as contemplated in Section 14.1 reveals any systemic error, operational deficiency or material discrepancy6.17(a) to fulfill its obligations under Rule 3-05 of Regulation S-X. The Seller (and to the extent required, the Audited Party Parent and/or Marconi IP) will promptly prepare a letter addressed to the Purchaser that contains such information as may be reasonably required for purposes of the Request, including an explanation of the appropriateness of the "special purpose financial statement" basis contemplated by Section 6.17(a). The Seller will provide the Purchaser with any information reasonably required to respond to any comments or inquiries of the SEC's Staff received with respect to the Request. If the SEC's Staff denies the Request or otherwise indicates to the Purchaser that the 2003 Financial Statements must be prepared on a different basis than that stated in the Request, then the Purchaser will promptly notify the Seller of the basis on which the 2003 Financials must be prepared pursuant to such communication from the SEC's Staff, and the Seller will cause the 2003 Financial Statements to be prepared under U.S. GAAP on the basis so notified by the Purchaser. (c) Prior to the Closing, the Seller and the Parent shall, and shall correct such errorcause their Affiliates to, make any necessary adjustments and in addition pay for the Auditing Party’s costs cooperate fully with Deloitte in connection with conducting such audit up the Audit, including providing Deloitte with reasonable access to personnel, books and records as is requested by Deloitte to complete the Audit. Subsequent to the amount Closing, each of the impact Seller and the Parent shall, and shall cause their respective Affiliates to, use reasonable best efforts to cooperate fully with the Purchaser, Deloitte and any other auditors of the Purchaser in connection with the Audit and the financial statements that are the subject of the Audit, including (i) providing reasonable access to personnel, books and records (including reasonable access to personnel, books and records of the Other Businesses to the extent necessary) as may be requested by Deloitte to complete the Audit, (ii) cooperating with the reasonable requests of the Purchaser and its independent accountants in order to permit the Purchaser and its Affiliates to prepare and submit the Request and to respond to inquiries or other demands of any Governmental Entity (including the Securities Exchange Commission) related to such financial statements of the Access Business or to confirm the information upon which such financial statements are based (including for purposes of any "comfort letter" requested by the Purchaser), and (iii) facilitating discussions between the Purchaser and Deloitte with respect to the completed Audit to the extent reasonably requested by the Purchaser. The Seller and the Parent acknowledge and agree that the foregoing cooperation could involve the provision of information concerning non-Access Business units (such as the Other Businesses) to the extent relevant to the preparation and audit of such error financial statements of the Access Business, provided, that, such information will be provided only to the auditors (and not to the Purchaser except to the extent reasonably necessary for the purposes set forth in clause (ii) above), subject to customary confidentiality restrictions. It is acknowledged and agreed that it is the intention of the parties to facilitate the completion of the Audit as soon as reasonably practicable after the date hereof. (d) As soon as reasonably practicable after issuance of Deloitte's report on the Audit of the 2003 Financial Statements, the Seller shall provide a copy of the 2003 Financial Statements and an Audit report to the Purchaser. After the delivery of the 2003 Financial Statements and Audit report by the Seller to the Purchaser, the Purchaser shall reimburse the Seller for all fees and reasonably documented expenses billed by Deloitte (consistent with their engagement letter) and paid by the Seller in connection with the Audit, within five (5) Business Days of the presentation to the Purchaser of reasonably detailed documentation of such fees and expenses. Notwithstanding the foregoing, (i) if the Purchaser terminates this Agreement pursuant to Section 10.1(c)(i), then the Seller shall be responsible for all fees and expenses of Deloitte in connection with the Audit and shall promptly reimburse the Purchaser for any and all fees and expenses paid by the Purchaser to Deloitte directly or adjustmentto the Seller pursuant to the reimbursement provisions of the immediately preceding sentence and (ii) if this Agreement is terminated other than (A) by the Purchaser pursuant to Section 10.1(c)(i) or (B) by the Seller pursuant to Section 10.1(d)(i), then the Purchaser and the Seller shall share equally all fees and expenses of Deloitte in connection with the Audit and the Seller shall promptly reimburse the Purchaser for one-half of any and all fees and expenses paid by the Purchaser to Deloitte directly or to the Seller pursuant to the reimbursement provisions of the immediately preceding sentence. (e) Until the Audit report has been delivered to the Purchaser, the Seller shall use its reasonable best efforts to arrange a weekly conference call with the Purchaser at a mutually agreeable time at which representatives of the Seller will inform the Purchaser of the timing and general status of the Audit. The Seller represents that such information will accurately summarize the timing and status of the Audit in all material respects. (f) To the extent required by the Purchaser under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), with respect to each quarterly financial reporting period ending prior to the Closing Date, commencing with the calendar quarter ending December 31, 2003, the Seller will prepare financial statements on a basis consistent with the 2003 Financial Statements per Section 6.17(a) as of and for the applicable quarterly period ended (the "Interim Financial Statements"). The Seller agrees to engage Deloitte to perform an audit of the Interim Financial Statements under auditing standards generally accepted in the

Audit. (a) Once If a year Regulatory Authority desires to conduct an inspection or at any time that audit of a party disputes Party’s facility or a facility under contract with such Party with regard to the amount Vaccine, in the case of Takeda or Novavax, or the Adjuvant or an Adjuvant Component, in the case of the Novavax, then the audited Party shall notify the other Party as soon as practicably possible after receipt of such notification of such audit or inspection and provide copies of any material monies owed materials provided to it by either party the applicable Regulatory Authority to the other hereunder, such party (extent permitted by Applicable Law; provided that the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited audited Party shall not be required to notify the other Party of audits or inspections that are of a routine nature or that do not relate to the Vaccine, the Adjuvant or any Adjuvant Component, except where such audits result in communications or actions of such Regulatory Authority which have an impact upon the Exploitation of Vaccine or use of the Adjuvant or an Adjuvant Component in the Vaccine in the Takeda Territory or the Novavax Territory. In addition, if a Regulatory Authority conducts an unannounced inspection or audit of a Party’s facility or a facility under contract with such Party with regard to the Vaccine, the Adjuvant or an Adjuvant Component in the such Party’s Territory, then the audited Party shall notify the other Party within [***] of becoming aware of the commencement of such audit or inspection, provided that the audited Party shall be required to so notify the other Party of such audits or inspections only if such audits result in communications or actions of such Regulatory Authority which have an impact upon the Exploitation of Vaccine or use of the Adjuvant or an Adjuvant Component in the Vaccine in the Takeda Territory or the Novavax Territory. Following receipt of the inspection or audit observations of such Regulatory Authority (a copy of which (with appropriate redactions), the audited Party shall promptly provide access to records the other Party to the extent that permitted by Applicable Law), the audited Party shall also provide the other Party with copies of any written communications (with appropriate redactions) received from Regulatory Authorities with respect to such facilities in a timely manner after receipt, to the extent such written communications relate to the Exploitation of the Vaccine in the Takeda Territory or Novavax Territory, the Adjuvant, an Adjuvant Component or the Manufacture of the Vaccine, Adjuvant or Adjuvant Component and such disclosure is permitted by Applicable Law, and shall prepare the response to any such observations. To the extent permitted by Applicable Law, the audited Party shall provide the other Party with a copy(ies) of any (i) proposed and final responses (with appropriate redactions) to such access is prohibited by Applicable Laws, communications and shall consider in good faith such other Party’s reasonable comments with respect to such proposed response in the case of an audit of a facility which Manufactures Clinical Trials Materials or Adjuvant Component provided to Takeda under this Agreement or (ii) any final response in all other cases described in this Section 6.8. The audited Party agrees to conform its activities under this Agreement to any commitments made in such records are legally privilegeda response. For the purposes of this Section 6.8, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate “appropriate redactions” means only redacting information solely related to the Program), management reviews or employee records, and (ivAdjuvant and/or contract manufacturer(s) such records relate who are not supplying any Adjuvant Component to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsTakeda hereunder. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. MicroStrategy will allow for and contribute to audits (a) Once a year or at any time that a party disputes including those under the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”Standard Contractual Clauses where these apply), subject to this Section 14.1(b)which shall include inspections, conducted by Customer or another auditor mandated by Customer, provided that Customer gives MicroStrategy at least 30 days’ reasonable prior written notice of such audit and that each audit is carried out at Customer’s cost, during business hours, at MicroStrategy nominated facilities, and so as to cause the minimum disruption to MicroStrategy’s business and without Customer or its sole cost auditor having any access to any data belonging to a person other than Customer. Any materials disclosed during such audits and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit results of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can outputs from such audits will be reasonably segregatedkept confidential by Customer. Such audit shall be conducted performed not more than once every 12 months and Customer shall not copy or remove any materials from the premises where the audit is performed. Customer acknowledges and agrees (having regard to Section 4(iii)) that in respect of our auditing rights of our Sub-Processor providing infrastructure services for the Hosted Service, such Sub-Processor will use external auditors to verify the adequacy of security measures including the security of the physical data centers from which the Sub-Processor provides the Services. This audit: will be performed at least annually according to ISO 27001 standards or other such alternative standards that are substantially equivalent to ISO 27001, by independent third party security professionals at the Sub- Processor’s selection and expense, and will result in the generation of an audit report (“Report”), which will be the Sub-Processor’s confidential information or otherwise be made available subject to a mutually agreed upon non-disclosure agreement covering the Report (“NDA”). MicroStrategy will not be able to disclose such Report to Customer without permission from the Sub-Processor. At Customer’s written request during normal business hours in accordance the exercise of its audit rights under Section 8, MicroStrategy will request the permission of the Sub-Processor to provide Customer with generally accepted auditing standards a copy of the Report so that Customer can reasonably verify the Sub-Processor’s compliance with its security obligations. The Report will constitute confidential information and the auditing party shall employ such reasonable procedures Sub-Processor may require Customer to enter into an NDA with them before releasing the same. If the Standard Contractual Clauses apply under Section 5, then Customer agrees to exercise its audit and methods inspection right by instructing MicroStrategy to conduct an audit as necessary described in this Section 8, and appropriate in the circumstances, minimizing interference with parties agree that notwithstanding the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate foregoing nothing varies or modifies the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver Standard Contractual Clauses nor affects any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provisionForeign Designated Authority’s, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing PartyICO’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsdata subject’s rights under those Standard Contractual Clauses. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. (a) Once a year or at any time that a party disputes Upon the amount written request of any material monies owed by either party the Acting Holders provided to Parent within 20 Business Days after the delivery to the other hereunderRights Agent of a Milestone Failure Notice (and only if such a notice is delivered), Parent shall permit, and shall cause its controlled Affiliates to permit, an independent certified public accounting firm of nationally recognized standing designated in writing either (i) jointly by the Acting Holders and Parent, or (ii) if such party parties fail to make a designation, jointly by an independent public accounting firm selected by Parent and an independent public accounting firm selected by the Acting Holders (the “Auditing PartyIndependent Accountant”), subject ) to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted have access during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ to such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party records of Parent, the Company, the Surviving Corporation or such other Affiliates of Parent as may be reasonably necessary to assist determine the Auditing Party Product Spend as reasonably requestedof the CVR Expiration Date (an “Audit”). The Audited Party Parent shall, and shall deliver any document or instrument cause its controlled Affiliates to, furnish to the Independent Accountant such access, work papers and other documents and information reasonably necessary for the Auditing Party Independent Accountant’s evaluation of the occurrence of the Milestone; provided, that Parent may, and may cause its controlled Affiliates to, redact documents and information not relevant for such evaluation. The Independent Accountant shall disclose to obtain such records from Parent and the Acting Holders any person maintaining records for the Audited Party and shall maintain records pursuant matters directly related to its regular record retention policiesfindings, including its determination with respect to the amount of Product Spend. For purposes of this provision, The fees charged by the Audited Party also Independent Accountant shall be required to provide records relating to paid by the Program held by persons performing services Parent. The audit rights set forth in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall this Section 4.5(a) may not be required to provide access to records to exercised by the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other Acting Holders more than the Program or to personnel records not normally disclosed in connection with auditsonce. (b) In the event that Each Person seeking to receive information from Parent in connection with an audit performed Audit pursuant to this Section 14.1 reveals any systemic error4.5 shall enter into a confidentiality agreement with Parent and/or its applicable controlled Affiliate satisfactory to Parent obligating such party to retain all such information disclosed to such party in confidence pursuant to such confidentiality agreement; provided, operational deficiency or material discrepancy, that the Audited Party shall correct such error, make any necessary adjustments and in addition pay for Acting Holders may share the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact result of such error or adjustmentAudit with other Holders that have a need to know such information and such other Holders’ respective counsel, in each case, that are subject to a customary obligation of confidentiality with respect to such information.

Audit. (a) Once a year or at any time that a party disputes the amount Each of any material monies owed by either party to TSC and eLoyalty may audit the other hereunder, such party (the “Auditing Party”), subject with respect to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Lawsthe performance of Services to ensure that adequate internal and administrative controls and procedures are being employed, (ii) such records are legally privilegedany Cost used to determine any amounts payable hereunder, and (iii) any other matters reasonably required to verify compliance with the terms of this Agreement. The Party requesting the audit may use independent auditors, who may participate fully in such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsaudit. (b) In the event that an audit performed pursuant is proposed with respect to this Section 14.1 reveals any systemic errorinformation which the Party to be audited wishes not to disclose to the other Party ("Restricted Information"), operational deficiency or material discrepancythen on the written demand of the Party to be audited the individuals conducting the audit with respect to Restricted Information will be limited to the independent auditors of the Party requesting the audit. In such event, the Audited Party to be audited shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with of the independent auditors conducting such audit, but only with respect to that portion of the audit up relating to Restricted Information. Such independent auditors shall enter into an agreement with the Parties hereto, on terms that are agreeable to both Parties hereto, under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such audit and establishing what information such auditors will be permitted to disclose to report the results of any audit of Restricted Information to the amount Party requesting the audit. (c) Any such audit shall be conducted during regular business hours, in a manner that does not interfere unreasonably with the operations of the impact Party being audited. Such audits shall be conducted not more than once in any calendar quarter. Subject to the foregoing limitations, any such audit shall be conducted when requested by Notice given not less than 30 days prior to the commencement of such error or adjustmentthe audit.

Audit. YISD shall have rights to inspect, copy, and audit certain records defined in, and in accordance with the terms and conditions of, Exhibit "F", attached hereto and incorporated herein (collectively, the “Records”). The Records shall be retained for ten (10) years following completion of the Services and shall be subject to inspection and audit by YISD throughout such period. Provider shall include in all subcontractor agreements for Services provisions requiring subcontractors to maintain the records similar to the Records and allowing YISD the same right to inspect and audit such records as set forth herein. In addition to the foregoing, Provider will create, implement and enforce an internal Program audit process that ensures that Provider complies with all Program rules and regulations, which process must include the following: (a) Once separating ineligible project management and other professional services costs, if any, from other Charges; (b) where labor is involved, maintaining detailed, signed individual timesheets; (c) ensuring that ineligible charges are not submitted to SLD; (d) invoicing to SLD that is consistent with this Agreement and YISD’s 470 and 471; (e) ensuring that Services are not provided to YISD without YISD's express written permission or official purchase authorization; (f) ensuring that YISD-approved substitute services or products are prominently noted on invoices submitted to SLD and YISD; (g) where applicable, non-recurring services should be provided prior to September 30th and recurring services provided prior to June 30th of the relevant Program year, providing supporting documentation sufficient to evidence that what was approved per the FCDL and provided to YISD, was actually provided to YISD and when; (h) if Program-eligible Services costs are included as part of a year larger contract or at any time service/equipment billing, providing support for the allocation of Program-eligible amounts and reconciliation of that a party disputes the amount of any material monies owed by either party total to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that total amount billed; (i) such access is prohibited by Applicable Lawsif Program-eligible Services are allocated to multiple sites, support for the allocation consistent with the amount and locations identified in the Form 471; (iij) such records documenting that Program-funded Services were provided within the allowable term of this Agreement and Program year; (k) charging proper FRN(s); (l) ensuring that invoices and SLD forms are legally privilegedsubmitted to YISD in a timely manner; (m) ensuring that SLD forms are filled out completely, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, accurately and on time; and (ivn) such records relate maintaining fixed asset list of Program-supported equipment provided to other customers or operations of such party other than the Program or YISD with detailed information for each item [i.e.-model number, serial number, product description] and made available to personnel records not normally disclosed YISD in connection with auditselectronic format. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. BH Investor has advised Transferors that Transferee must cause to be prepared up to three (a3) Once a year or at any time that a party disputes the amount years of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those audited financial statements beginning in 2007 in respect of the Audited PartyProject in compliance with the policies of Transferee and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X. Transferors agree to use reasonable efforts to cooperate with Transferee’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate auditors in the circumstances, minimizing interference with preparation of such audited financial statements (it being understood and agreed that the Audited Party’s normal business operationsforegoing covenant shall survive the Closing). The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding Without limiting the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that preceding sentence (i) Transferors shall, during normal business hours, allow Transferee’s auditors reasonable access to such access is prohibited books and records maintained by Applicable Laws, Transferors (and Transferors’ manager of the Project) in respect of the Project as necessary to prepare such audited financial statements; (ii) Transferors shall use reasonable efforts to provide to Transferee such records financial information and supporting documentation in the possession of Transferors or as are legally privileged, necessary for Transferee’s auditors to prepare audited financial statements; (iii) if Transferee or its auditors require any information that is in the possession of the party from which Transferors purchased the Project, Transferors shall contact such records are company planning documents prior owner of the Project and use commercially reasonable efforts to obtain from such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and information requested by Transferee; (iv) such Transferors will make available for interview by Transferee and Transferee’s auditors the agents or representatives of Transferors responsible for the day-to-day operation of the Project and the keeping of the books and records relate in respect of the operation of the Project; and (v) if Transferors have audited financial statements with respect to other customers or operations the Project, shall promptly provide Transferee’s auditors with a copy of such party other than audited financial statements. If after the Program or Closing Date Transferors obtain an audited financial statement in respect of the Project for a fiscal period prior to personnel records the Closing Date that was not normally disclosed completed as of the Closing Date, then Transferors shall promptly provide Transferee with a copy of such audited financial statement, and the foregoing covenant shall survive Closing. It shall be a condition precedent to the obligations of BH Investor under this Agreement that Transferors shall have materially complied with the covenants set forth in this Section 4.3 as of the Closing Date. BH Investor shall be liable for all reasonable costs incurred in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment4.3.

Audit. 6.1 Palantir uses third party auditors to verify the adequacy of its security measures. This audit is performed at least annually, by independent and reputable third-party auditors at Palantir’s selection and expense, and according to Service Organization Controls 2 (aSOC2) Once or substantially equivalent industry standards, and results in the generation of an audit report (“Report”) which will be the Confidential Information of Palantir. The Service and operations are also certified compliant with the standards and accreditations set out on the “compliance and accreditation” tab at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/information-security/ (“Accreditations”). 6.2 At Customer’s written request, Palantir will provide Customer with a year confidential summary of the Report, documentation evidencing compliance with the Accreditations, and the Accountability Information outlined in Section 7 of this DPA so that Customer can reasonably verify Palantir’s compliance with the data security and data protection obligations under this DPA. Subject to Section 6.3, if Data Protection Laws, Standard Contractual Clauses, or at any time that a party disputes the amount of any material monies owed by either party Agreement require Palantir to provide Customer with access to Palantir facilities or information in addition to the other hereunderReport and the Accountability Information, such party (then Palantir shall permit Customer to audit Palantir’s compliance with the “Auditing Party”), subject terms and conditions of this DPA as it applies to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice Customer Personal Data to the other party (extent expressly required by the “Audited Party”)Agreement, may conduct the Standard Contractual Clauses, or Data Protection Laws. 6.3 In order to request an audit of those Palantir’s facilities under this Section 6 (and where such an audit is authorized), Customer shall notify Palantir and the Parties shall agree, as soon as reasonably possible but always in advance, the reasonable dates, duration and scope of the Audited Party’s records that are under audit, the control and/or direction identity and qualifications of the Audited Party auditor, the costs, and relate any security and confidentiality controls required for access to the Program information or can be reasonably segregatedProcesses in scope of such audit. Such audit shall be conducted during normal business hours Palantir may object to any external auditor if, in accordance with generally accepted auditing standards and the auditing party shall employ such Palantir’s reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provisionopinion, the Audited Party also auditor is not qualified, does not have appropriate security controls to ensure ▇▇▇▇▇▇▇▇’s Confidential Information is suitably protected, is a competitor to Palantir or its suppliers, or is not independent. If Palantir objects to the identity or qualifications of any proposed auditor, Palantir shall provide reasons for such objection and Customer will be required to provide records relating propose an alternate auditor. The scope of any audit under this Section 6 shall be limited to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required Palantir systems and facilities used to provide access Process Customer Personal Data and Documentation directly related to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsProcessing. (b) In the event that an audit performed 6.4 All information provided or made available to Customer pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party 6 shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount be Confidential Information of the impact of such error or adjustmentPalantir.

Audit. (a) Once a year or at any time that a party disputes In the amount event of any material monies owed by either party Production Cost Price Adjustment or other price increase or credit pursuant to Section 6.2 with respect to any Supplied Product or Intermediate Supplied Product, Purchaser may perform an audit of Producer’s records directly associated with such Production Cost Price Adjustment or other increase or credit, if notice of such audit is provided within three months after the Production Cost Price Adjustment or other hereunderincrease has become effective (or, in the case of quarterly payments or credit based on variance from Unit Production Cost, within three months after notice of such party increase or credit is delivered to Purchaser). Purchaser may use independent auditors, who may participate fully in such audit. If an audit is proposed with respect to information which Producer wishes not to disclose to Purchaser (the “Auditing PartyRestricted Information”), subject then on the written demand of Producer, the individuals conducting the audit with respect to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice Restricted Information will be limited to the other party independent auditors of Purchaser. Such independent auditors shall enter into an agreement with the parties under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such audit (including an agreement to not share such information with Purchaser) and establishing what information such auditors will be permitted to disclose to report the “Audited Party”), may conduct an results of any audit of those Restricted Information to the party requesting the audit. Any such audit shall be conducted during regular business hours and in a manner that does not interfere unreasonably with Producer’s operations. Each audit shall begin upon the date specified in a Notice given by Purchaser to Producer a minimum of 30 days prior to the commencement of the Audited Party’s records that are under audit; provided that, if the control and/or direction of date so specified shall conflict with a regulatory inspection or audit, plant shutdown or other similar event, the Audited Party and relate parties shall cooperate to the Program or can be reasonably segregatedestablish a mutually agreeable commencement date. Such audit shall be conducted during normal business hours performed diligently and in accordance with generally accepted auditing standards good faith and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel be completed within 30 days of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provisioncommencement thereof; provided that, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) Purchaser’s compliance with such timeframe for completion is not feasible due to Producer’s failure to provide timely access is prohibited to documentation reasonably requested by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed Purchaser in connection with audits. such audit, such 30 day period shall be extended as reasonably necessary. Any undisputed overpayment or underpayment of amounts due under this Agreement determined by this Section 6.6 shall be due and payable to the other party by the party owing such amount within thirty (b30) In days after notice of such audit finding. Purchaser shall bear the full cost of such audit unless in the event that an any audit performed pursuant hereunder results in a decrease of five percent (5%) or more in any amount due Producer hereunder, then Producer shall be obligated to this Section 14.1 reveals pay the out-of-pocket audit costs paid to any systemic error, operational deficiency or material discrepancy, the Audited Third Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting auditor engaged to conduct such audit up to the a maximum amount of $250,000; provided that any such Third Party auditor’s fees shall have been on an hourly or flat fee basis without a contingency or other performance or bonus fee. In the impact of event Producer bears any audit costs hereunder, such error or adjustmentcosts shall not be incorporated into the calculations for the Production Cost.

Audit. (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost The Administrator may audit and expense review documents and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those accounts of the Audited Party’s records that are under User and/or the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services User Family members in connection with the Program at the Auditing Party’s request. Notwithstanding the generality using and applying of the foregoingBenchmarks and paid Fees covering a period of three years preceding the audit and, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Lawsreasonable and necessary extent, (ii) such records are legally privileged, (iii) such records are company planning documents prepare summaries of such party or any documents. The Administrator shall exercise the rights referred to in Section 6.1 hereof only for the purpose of its affiliatesreviewing the correctness of the amount of paid Fees and for the purposes of proceedings, operating budgets (unless such records relate solely to the Program)if any, management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) the Administrator’s enforcement of the payment of the due amount of such Fees. They shall be exercised only if the User shall refrain from providing the Administrator with relevant and satisfactory information on the issue of Fees. Any information acquired by the Administrator during an audit shall be considered Confidential Information and shall be protected on the terms of the Agreement. The Administrator shall comply with all reasonable requirements of the User and/or the audited User Family member concerning the confidentiality of acquired information. The Administrator shall not gain access to any information, which cannot be released according to the provisions of the peremptory laws, including information which constitutes a bank secret or any other information which constitutes a corresponding professional secrecy. In case where reviewing the correctness of the amount of paid Fees is possible either in whole or in part upon documents which are publicly available, including approved audited financial statements, the Administrator shall refrain from exercising its rights referred to in Section 6.1 hereof. When conducting an audit, the Administrator shall make best efforts not to interfere with every-day business of the User and/or the audited User Family member and shall adhere to the working hours and internal security procedures previously communicated to the Administrator. The Administrator shall notify the User of a planned audit at least 30 days before the planned audit unless the Parties agree an earlier date. Audits shall be conducted at the expense of the Administrator unless the report referred to in Section 6.7 hereof indicates an underpayment of Fees. In that case, the User shall pay reasonable costs of such audit. The User shall make the payment on the same terms as those laid down herein. The Administrator shall prepare an audit report and present a copy of the report to the User. If any underpayment of Fees is identified, the User may challenge the existence or the amount of such underpayment by responding to the reported findings within 30 days in order to clarify any doubt. In the event that an audit performed pursuant absence of a response to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancythe report within 30 days, the Audited Party Parties shall consider the report to be approved. If an underpayment of Fees is identified and it is not questioned by the User within the period of 30 days, the Administrator may issue an invoice in the amount of such underpayment and the User shall pay such amount on the terms hereof. In case of overpayment, the Administrator shall issue a correct such error, make any necessary adjustments corrective invoice and in addition pay for refund the Auditing Party’s costs in connection User with conducting such audit up to the amount of the impact overpayment within 30 days. The Parties shall waive the procedure laid down in Section 6.8 hereof and negotiate an arrangement concerning the amount of an underpayment of Fees where an underpayment is identified but its amount is challenged by the User or such amount is difficult to determine without excessive interference with the activity of the User and/or the audited User Family member. If no arrangement referred to in Section 6.9 hereof can be reached within 30 days of the response to the report, the Administrator shall estimate the amount of the underpayment of Fees. If the User opposes the estimation of such error or adjustmentamount by the Administrator, the Administrator and User shall jointly appoint an independent professional auditor to resolve the dispute in accordance with the Agreement. The Parties shall accept the findings provided by an independent auditor so appointed. The cost of the auditor’s service shall be paid in accordance with Section 6.6 hereof. Without prejudice to Section 11 and 10.8 of the Agreement, the Administrator may use external auditors during an audit. The cost of the auditor’s service shall be paid in accordance with Section 6.6 hereof. For the avoidance of doubt the rights of the Administrator referred to in Section 6.1 hereof is granted to the Administrator only in relation to the Licenses granted under this Agreement. In case of using the external auditors, the auditors will be required to comply with confidentiality measures on the same terms as the Administrator.

Audit. (a) Once a year or at any time that a party disputes 24.1 Supplier, on behalf of itself and the amount of any material monies owed by either party to the other hereunderSupplier Affiliates, such party (the “Auditing Party”), subject to this Section 14.1(b)shall be entitled, at its sole cost Supplier’s cost, to appoint an independent auditor reasonably acceptable to Distributor to conduct periodic audits (not more frequently than twice per year) on reasonable advance notice and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provisionReimbursable Costs, the Audited Party also shall be required to provide records relating to the Program held by persons performing services Set-Up Costs and/or other expenses being charged in connection with the Program at the Auditing Party’s request. Notwithstanding the generality Services provided by Distributor and any other components of the foregoingcalculation of the True-Up Amount charged to Supplier hereunder, howeverprovided such audits shall be conducted in a manner that is intended to minimize, an Audited Party to the extent reasonably possible, disruption to the operations of Distributor and its relevant Affiliates. Any such audits must be completed within six (6) months after completion of a Service. The independent auditor shall not be required enter into a confidentiality agreement with Distributor containing customary confidentiality obligations and shall, promptly following completion of such audit, disclose only the audit report, without any confidential audited materials, to provide both Parties. 24.2 If a Governmental Authority audit of Supplier or the Supplier Affiliates reasonably requires access to records in Distributor’s possession with respect to the extent that (i) such access is prohibited by Applicable LawsServices, (ii) Distributor will reasonably cooperate to provide such records are legally privilegedto allow the Supplier or such Supplier Affiliates to comply with applicable Law. 24.3 Supplier, (iii) such records are company planning documents on behalf of such party or any of its affiliatesitself and the Supplier Affiliates, operating budgets (unless such records relate solely shall be entitled, at Supplier’s cost, during normal business hours and on reasonable notice to the ProgramDistributor (and/or the relevant Distributor Affiliate), management reviews to access the premises of the Distributor (and/or the relevant Distributor Affiliate) or employee records, and the premises of a Third Party (ivprovided that the Distributor or relevant Distributor Affiliate has the right to access such premises) such records relate where reasonably required to other customers or operations of such party other than ensure that the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up Services are being provided to the amount of the impact of such error or adjustmentstandards required under this Agreement.

Audit. The Institute and Pharmsynthez will collectively have the right to have an independent certified public accounting firm have access during normal business hours, and upon reasonable prior written notice, to such of the records of Hesperix as such firm deems reasonably necessary to verify the accuracy of the calculation of Net Sales by Hesperix under this Agreement for any Calendar Quarter ending not more than three (a3) Once years prior to the date of such request; provided however, that the Institute, and Pharmsynthez will not have the right to conduct more than one such audit in any twelve (12) month period and that the Institute and Pharmsynthez shall not be permitted to audit the same period of time more than once. The Institute and Pharmsynthez will bear all costs of such audit, unless the audit reveals a year discrepancy in the Institute’s or at any time that a party disputes Pharmsynthez’s, favor of more than twenty percent (20%), in which case Hesperix will bear the cost of the audit (not to exceed 50% of the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”underpayment), . The Institute and Pharmsynthez will treat all information subject to review under this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours Article 3 in accordance with generally accepted auditing standards the provisions of Article 4 and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference will cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with the Audited Party’s normal business operationsInstitute and Pharmsynthez obligating such firm to maintain all such financial information in confidence pursuant to such confidentiality agreement. The Audited Party independent certified public accounting firm shall use reasonable commercial efforts report to facilitate the Auditing Party’s reviewInstitute, including making reasonably available such personnel Pharmsynthez, and Hesperix only the conclusions of its audit, that is whether Hesperix has accurately calculated Net Sales or the extent of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver inaccuracy, unless any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoingInstitute, howeverPharmsynthez, an Audited Party shall not be required to provide access to records to or Hesperix, with reasonable cause, contests the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents accuracy of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) accounting firm’s calculations. In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancythe independent accounting firm finds discrepancies in Hesperix’s calculations of Net Sales, the Audited Party independent accounting firm shall correct such erroradditionally promptly inform the Institute, make any necessary adjustments Pharmsynthez, and in addition pay for Hesperix of its conclusions and the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustmentbases therefore.

Audit. a. Subject to Sections 12(b) and (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”c), subject CCH shall make available to this Section 14.1(b), at its sole cost and expense and Customer upon reasonable prior notice written request, information that is reasonably necessary to the other party (the “Audited Party”), may conduct an audit of those of the Audited Partydemonstrate CCH’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregatedcompliance with this Addendum. Such audit Customer shall be conducted during normal business hours in accordance with generally accepted auditing standards responsible for any costs and expenses of CCH arising from the auditing party shall employ provision of such reasonable procedures information and methods as necessary audit rights. b. Customer’s information and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records audit rights only arise under Section 12(a) above to the extent that the Agreement and/or any other information available to Customer in relation to the Services does not otherwise give Customer information and audit rights meeting the requirements of Section 12(a) above. c. Customer is aware that any in‐person on‐site audits are likely to significantly disturb CCH’s business operations, including operations relating to the Services being provided pursuant to the Agreement. Customer shall ensure that its auditors make reasonable efforts to avoid causing (ior, if it cannot avoid, to minimize) such access is prohibited by Applicable Lawsany damage, (ii) such records injury or disruption to CCH’s premises, equipment, personnel and business while its auditor personnel are legally privileged, (iii) such records are company planning documents on those premises in the course of such party an audit or inspection. Each requested audit shall meet the following requirements: i. no more than one audit per calendar year shall be requested or conducted and upon no less than 90 days’ notice to CCH; ii. shall be conducted by an internationally recognized independent auditing firm reasonably acceptable to CCH; iii. take place during CCH’s regular business hours, pursuant to a mutually agreed upon scope of audit; iv. the duration of the audit must be reasonable and in any of its affiliates, operating budgets (unless such records relate solely event shall not exceed two business days; v. no access shall be given to the Program), management reviews data of other customers; audits will not be permitted if they interfere with CCH’s ability to provide the Services to any customers; vi. audits shall be subject to any confidentiality or employee records, and other contractual obligations of CCH or CCH’s Affiliates (iv) such records relate including any confidentiality obligations to other customers customers, vendors or operations other third parties); vii. any non‐affiliated third parties participating in the audit shall execute a confidentiality agreement reasonably acceptable to CCH; viii. all costs and expenses of such party other than the Program or any audit shall be borne by Customer; and ix. any audit of a facility will be conducted as an escorted and structured walkthrough and shall be subject to personnel records not normally disclosed in connection with auditsCCH’s security policies. (b) In the event that d. CCH shall immediately inform Customer if, in CCH’s opinion, an audit performed pursuant instruction in relation to Customer’s rights under this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, 12 infringes EU Law. CCH shall have the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Partyright to suspend processing of Customer Personal Data until Customer’s costs in connection with conducting such audit up instruction is clarified to the amount of the impact of such error or adjustmentextent that it no longer infringes EU Law.

Audit. SCC may conduct or be subject to an audit for the following purposes: (a) Once a year or at any time that a party disputes To verify the amount accuracy of any material monies owed payments made by either party SCC to the other hereunderProvider; (b) To review the integrity, such party (the “Auditing Party”), subject confidentiality and security of any data relating to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those SCC or any recipient of the Audited Partyfree entitlement; (c) To review the Provider ’s records that are under compliance with the control and/or direction of DPA, the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours FOIA, in accordance with generally accepted auditing standards clause B (Data Protection) and clause D (Freedom of Information) and any other applicable legislation; (d) To review any records or books of account kept by the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services Provider in connection with the Program at the Auditing Party’s request. Notwithstanding the generality provision of the foregoingfree entitlement; (e) To carry out the audit and certification of SCC’s accounts; (f) To carry out an examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, howeverefficiency and effectiveness with which SCC has used its resources; 22.1. Except where an audit is imposed on SCC by a regulatory body, an Audited Party SCC may not conduct a routine audit under this clause D more than twice in any calendar year. 22.2. SCC shall use its reasonable endeavours to ensure that the conduct of each audit does not be required unreasonably disrupt the Provider. 22.3. Subject to SCC’s obligations of confidentiality, the Provider shall on demand provide access SCC and any relevant regulatory body (and/or their agents or representatives) with all reasonable co-operation and assistance in relation to records to each audit, including: (a) All information requested by the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents above persons within the permitted scope of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits.audit; (b) In Reasonable access to any sites controlled by the event Provider; and (c) Access to the Provider’s staff. 22.4. SCC shall endeavour to (but is not obliged to) provide at least 5 days’ notice of its or, where possible, a regulatory body’s, intention to conduct an audit. 22.5. The parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material failure to perform its obligations under this agreement in any material manner by the Provider in which case they shall reimburse SCC for all SCC’s reasonable costs incurred in the course of the audit. 22.6. If an audit performed pursuant identifies that: (a) The Provider has failed to perform its obligations under this Section 14.1 reveals agreement in any systemic error, operational deficiency or material discrepancymanner, the Audited Party parties shall correct such erroragree and implement a remedial plan.; (b) SCC has overpaid any payments the Provider shall pay to SCC the amount overpaid within 20 days. SCC may deduct the relevant amount from other payments due to the Provider if the Provider fails to make this payment; and this is known as ‘set off’, (c) SCC has underpaid any payments, make any necessary adjustments and in addition SCC shall pay for to the Auditing Party’s costs in connection with conducting such audit up to Provider the amount of the impact under-payment (less the cost of such error or adjustmentaudit incurred by SCC if this was due to a default by the Provider in relation to invoicing) within 20 days.

Audit. (a) Once a year 6.1 During the Term, Data Processor shall keep records of its Processing activities in accordance with applicable Data Protection Laws. 6.2 During the Term and upon request, Data Processor shall make available to Data Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by Data Controller or another auditor mandated by Data Controller, all at Data Controller's sole expense and only in order to ensure Data Processor’s compliance with the obligations laid down in Article 28 of the GDPR and this DPA. If and to the extent Data Controller engages third parties to conduct the audit, such third parties must be bound to strict confidentiality obligations. Notwithstanding the above, Data Controller shall only be entitled to conduct such inspection during business hours and no more than once during one calendar year, provided that Data Controller shall be entitled to conduct such inspection at any time if it reasonably suspects Data Processor to be in material breach of its obligations under this DPA and that nothing in this Section shall limit the timing and scope of any audit required to be conducted by applicable Data Protection Laws. 6.3 Data Controller shall provide Data Processor a reasonable prior written notice of any audit or inspection to be conducted under this Section and shall avoid (and ensure that each of its auditors avoids) causing any damage, injury or disruption to Data Processor’s premises, equipment, personnel and business while its personnel are on those premises in the course of such audit or inspection. 6.4 It is agreed that a party disputes the amount copy of any material monies owed by either party this DPA may be forwarded to the other hereunderrelevant Supervisory Authority, if required under applicable Data Protection Laws. Furthermore, the Parties agree that such party (authority has the “Auditing Party”), subject right to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate Parties with respect to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes subject matter of this provisionDPA. 6.5 Nothing in this DPA will require Data Processor either to disclose to Data Controller (and/or its authorized auditors), the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to or provide access to records to the extent that to: (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents any data of such party or any other customer of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.Data Processor;

Audit. (a) Once a year or at any time that a party disputes the amount Selectrona is entitled, if necessary accompanied by his customer, to establish by way of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of whether the Audited Partysupplier warrants Selectrona’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregatedquality management requirements. Such audit may be performed as either a system audit or a process audit. For such purpose, the supplier will grant the Selectrona Company appropriate access to its operational sites subject to prior arrangement of an appointment and make available a qualified expert for support during such inspection. During such audit, the supplier will accept restrictions for securing its operational secrets. Prior to such auditing, the supplier will be informed of the basis of the audit. If quality problems occur, the supplier shall also accept short-term audits (within 24 hours). If quality problems occur caused by upstream products or parts which the supplier had obtained from his sub- suppliers, the supplier shall be conducted during normal business hours in accordance with generally accepted auditing standards and obliged, upon the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in request, to agree to an audit by Selectrona at the circumstancessub- suppliers facilities and, minimizing interference with the Audited Party’s normal business operationsif necessary, to give to Selectrona's customers or their customers. The Audited Party supplier shall use reasonable commercial efforts be obliged to facilitate such an audit at the Auditing Party’s reviewsub- suppliers premises, including making reasonably available such personnel if necessary by contractual agreement with him. However, this shall not relieve the supplier from his liability for the sub-supplier towards Selectrona. If the supplier or sub-supplier has justified objections to the participation of Selectrona's or his customer‘s participation, the supplier can have the audit carried out at his own expense by a neutral office that represents the interests of Selectrona's or his customers' interests. The result of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program audit at the Auditing Partysupplier’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party premises or any of its affiliateshis sub-suppliers, operating budgets (unless such records relate solely respectively, will be communicated to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancyhim. If deviations are identified, the Audited Party supplier shall correct such errorundertake with no delay to draw up an orchestrated action plan with deadlines in place and implement it in due time on, make any necessary adjustments on own costs and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustmentinform Selectrona. The supplier carries out regular self-audits according to VDA 6.3 and CQI, insofar as this is applicable.

Audit. 12.1. At no additional charge to Customer from Operator, Customer shall have the right, upon reasonable notice to Operator and acting reasonably, to observe performance of services under this Agreement and to inspect all materials used to SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (a*****). provide such services. Additionally, Customer shall have the right to review for compliance with the terms of this Agreement (at no additional charge to Customer) Once a year or and to reproduce (at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its Customer’s sole cost and expense), (i) the relevant portion of all books, records and information kept by or on behalf of Operator that reasonably relate to Customer’s rights and obligations under this Agreement or are typically retained in conjunction with generally accepted accounting principles and (ii) any fees or costs charged by Operator pursuant to this Agreement (except information subject to attorney-client privilege, proprietary information or confidential information associated with other customers or the Facility’s personnel or other operations of Operator). 12.2. Operator shall retain all books, records and information described in Section 12.1 for a period of three years after the end of the calendar year in which the services underlying such books, records and information are rendered. Customer may take written exception to and make a claim upon Operator for any and all discrepancies disclosed by an audit conducted pursuant to Section 12.1 if such audit is conducted and such written exception and claim are made within three years after the end of the calendar year in which the services forming the underlying basis of such claim were rendered. Any such audit will be at Customer’s expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted will take place during normal business hours hours. Any and all information, audits, inspections and observations made by Customer under this Section 12 shall be held in accordance with generally accepted auditing standards and confidence pursuant to the auditing party shall employ such reasonable procedures and methods as necessary and appropriate obligations in the circumstances, minimizing interference with the Audited Party’s normal business operationsSection 15. 12.3. The Audited Party Operator shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to include in its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection relevant contracts a provision that its subcontractors comply with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoingaudit, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed document retention requirements in connection with auditsthis Section 12. (b) In the event that an 12.4. No audit performed pursuant to finding, inspection, or certification shall relieve Operator of any warranty or obligation under this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.Agreement

Audit. (a) Once a year Upon at least forty five (45) days advance written Notice to Operator, Owner shall have the right, during regular business hours, at the expense of Owner, to initiate (or at cause its designated representatives to initiate) an audit of Operator’s and any time that a party disputes the amount of any material monies owed by either party its relevant Affiliate’s procedures, books and records, and operating data, insofar as such procedures, books and records, and operating data are related to the other hereunderPlant Facilities, such party Operator’s provision of Services and performance under this Agreement or the Costs incurred by Owner or Operator hereunder (the “Auditing PartyBooks and Records”). Owner shall not initiate an audit more than once per Fiscal Year, subject to this Section 14.1(b), at its sole cost unless a prior audit revealed material discrepancies for which an additional audit would be reasonably necessary (and expense and upon reasonable prior notice such additional audit shall be limited to the other party area which gave rise to such discrepancy) and such audit shall only be for the two Fiscal Years most recently completed at the time such audit is initiated. Any audit shall be conducted by a Third Party auditor proposed by the Owner and such Third Party auditor shall execute a confidentiality and non- disclosure agreement substantially in the form set forth in Exhibit G (a “Confidentiality Agreement”) prior to the “Audited Party”)commencement of such review. Each of Operator and Owner acknowledge and agree, may conduct and will so instruct such auditor, that any confidential or proprietary information of Operator or its Affiliates supplied pursuant to an audit of those of the Audited will not be divulged to any Third Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards a reasonable period of time and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate minimize inconvenience to Operator’s personnel and disruption of Owner’s business. Operator agrees (and agrees to cause any of its relevant Affiliates) to reasonably cooperate with the Auditing Party’s reviewThird Party auditor in the performance of any such audit, including making reasonably available such personnel Operator’s and its relevant Affiliates’ outside auditors available, at the expense of Owner, for explanation of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary Books and Records for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsperiod being audited. (b) In At the event that conclusion of an audit, the Parties shall endeavor to settle outstanding matters expeditiously. To this end, Owner will make a reasonable effort to prepare and distribute a written report to Operator as soon as reasonably practicable. The report shall include all claims arising from such audit and reasonable back-up information supporting such claims. Operator shall promptly (i) adjust its records and books to reflect all adjustments resulting from an audit performed pursuant agreed to this Section 14.1 reveals between the Parties and (ii) issue a credit or charge to Owner, if applicable. If any systemic error, operational deficiency or material discrepancy, the Audited Party dispute shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs arise in connection with conducting an audit which the Parties are unable to resolve within thirty (30) days of good faith negotiations, then such audit up dispute shall be resolved pursuant to the amount of the impact of such error or adjustmentSection 12.5.

Audit. (a) Once a year or 36.1 If an audit is imposed on the Welsh Ministers and/or this Agreement by any Regulatory Body at any time that a party disputes during the amount of Term and the 12 month period following the Term the provisions set out in this Clause 36 shall apply. 36.2 The relevant Regulatory Body (and/or its agents or representatives) may perform any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards this Clause 36. 36.3 There shall be no restriction on the frequency of such audits and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party Welsh Ministers shall use reasonable commercial efforts endeavours to facilitate procure that the Auditing Party’s reviewrelevant Regulatory Body (or where applicable its agents or representatives) shall endeavour, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party but shall not be required obliged, to provide at least 15 Working Days’ notice of the intention to conduct such audit. 36.4 The Welsh Ministers shall use reasonable endeavours to procure that the conduct of any such audit does not unreasonably disrupt the Grantee or delay the performance of this Agreement. 36.5 Subject to Clauses 36.6 and 50, the Grantee shall provide the relevant Regulatory Body (and/or its agents or representatives) with all such reasonable co-operation and assistance as is reasonably necessary in relation to any such audit, including provision of: 36.5.1 such relevant information requested by the relevant Regulatory Body (and/or its agents or representatives) within the scope of the audit imposed by the Regulatory Body (provided that the Welsh Ministers shall use reasonable endeavours to procure that the Regulatory Body shall limit the scope of any audit to the information provided or maintained pursuant to Clause 37 and the verification of such information, with the Grantee acknowledging that the relevant powers and duties of the Regulatory Body cannot be fettered and that the Regulatory Body may request additional information pursuant to this Clause 36.5.1); and 36.5.2 reasonable access to records any site controlled by the Grantee or any Key Subcontractor (including any Network implementation or maintenance works conducted pursuant to this Agreement) and/or reasonable access to Grantee Personnel, in each case where the scope of the relevant audit cannot be satisfied by the provision of the information provided pursuant to Clause 36.5.1. 36.6 The Parties agree that: 36.6.1 the provision of information by electronic means shall be used to satisfy an audit pursuant to this Clause 36 unless in the relevant Regulatory Body's (or its agent's or representative's) reasonable opinion this will not satisfy the audit requirement; and 36.6.2 where the inspection at any site controlled by the Grantee is required, such inspection shall be subject to the Grantee's then current standard security policies to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely notified to the Program), management reviews relevant Regulatory Body (or employee records, and (ivwhere applicable its agents or representatives) such records relate to other customers or operations in advance of such party other than the Program or to personnel records not normally disclosed in connection with auditsrelevant inspection. 36.7 The Grantee shall bear its own costs and expenses incurred in respect of compliance with this Clause 36, unless and to the extent such costs and expenses are recoverable as Qualifying Capital Expenditure pursuant to Schedule 5.1 (bMilestone Payments and Claims Procedure). 36.8 The Welsh Ministers shall procure that the relevant Regulatory Body (and where applicable its agents and representatives) In the event that an shall bear its own costs and expenses incurred in respect of compliance with this Clause 36. 36.9 Where as a consequence of any audit performed carried out pursuant to this Section 14.1 reveals any systemic errorClause 36 the relevant Regulatory Body (or its agents or representatives) reasonably considers that a re-audit is required, operational deficiency or material discrepancy, the Audited Party shall correct then such error, make any necessary adjustments and re-audit may be carried out in addition pay for the Auditing Party’s costs in connection accordance with conducting such audit up to the amount of the impact of such error or adjustmentthis Clause 36.

Audit. The Customer and its authorized Representatives may procure an independent and reputable third party auditing firm (a“Auditor”) Once a year or at to audit the Supplier’s compliance with the terms of this Agreement in respect of (i) the calculation and charging of the Fees and (ii) any time that a party disputes repeated failures of the amount of any material monies owed by either party Supplier to materially comply with the other hereunder, such party Specifications (the “Auditing PartyAudit Scope”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall Auditor must maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services confidentiality at all times in connection with the Program at audit consistent with the Auditing Party’s requestprovisions of Article XIV. Notwithstanding the generality of the foregoing, however, an Audited Party shall The Supplier may not be required audited (whether by the Customer or its authorized Representatives) more than once in any [***] period. (a) Supplier shall provide the Auditor, on request, during the term of this Agreement and for [***] thereafter, subject to provide the Customer giving Supplier at least [***] notice and subject to Customer’s reasonable security guidelines with (i) reasonable access to, and copies of, the Records held by it and its approved subcontractors that relate to records the Audit Scope; (ii) to the extent that (i) such it is in Supplier’s reasonable control, reasonable access is prohibited by Applicable Laws, (ii) such records to all relevant information and premises from which obligations of the Supplier and its approved subcontractors are legally privileged, (iii) such records being or have been or should have been carried out and are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely necessary to conduct the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than audit within the Program or to personnel records not normally disclosed in connection with auditsAudit Scope. (b) In At the event that an Customer’s request, if the audit performed pursuant demonstrates a material failure or default from Supplier in complying with the Specifications, the Supplier shall make all reasonable changes required by, and take any other action necessitated by, any audit as soon as reasonably practicable. If the action comprises the correction of a defect in the manufacturing of the Products, the Supplier shall implement the change at no additional charge to the Customer. (c) If any audit under this Section 14.1 6.02 reveals any systemic error, operational deficiency or material discrepancythat the Customer has been materially overcharged, the Audited Party Supplier shall correct such error, make any necessary adjustments and in addition pay for reimburse to the Auditing Party’s costs in connection with conducting such audit up to Customer the amount of the impact overcharge, plus interest (at a rate of such error the lesser of [***] percent ([***]%) per month or adjustment21 [***] = Certain Confidential Information Omitted 38 the highest rate allowed by applicable Law) within [***] of notification by the Customer of the overcharge. (d) If and to the extent that any audit reveals that the Supplier has overcharged the Customer and/or any Customer Entity by [***] percent ([***]%) or more of the relevant Fees, the Supplier shall be liable for the costs incurred by the Customer in procuring the Auditor to carry out the audit. (e) Any audit, or failure to audit, shall not in any way relieve the Supplier from its obligations under the Agreement.

Audit. (a) Once a Manufacturer shall have the right to verify compliance by Customer with Customer’s Purchase Obligation as set forth in Section 2.1. (b) Within [****] after each calendar year or at any time that a party disputes during the supply period under this Agreement, Customer shall provide written notice to Manufacturer specifying the total amount of Bulk Drug Substance received and accepted from Manufacturer by Customer during the prior calendar year, and the amounts of Bulk Drug Substance manufactured by Customer and purchased by Customer from suppliers other than Manufacturer during the prior calendar year. Should Manufacturer desire to verify such information further, Manufacturer shall so notify Customer within [****] days after receiving such written notice. If Manufacturer does not so notify Customer, Manufacturer shall waive any material monies owed by either party rights it may have to verify such information, except that if in a subsequent year it is finally determined in accordance with the other hereunder, such party (the “Auditing Party”), subject to provisions of this Section 14.1(b)2.5 that Customer violated Customer’s Purchase Obligation, at Manufacturer shall have the right to verify the information from the three prior years. If Manufacturer notifies Customer in a timely fashion of its sole cost desire to verify such information, Manufacturer may designate an auditor reasonably acceptable to Customer to verify such information. Customer shall make available to such auditor such books and expense records as may be required to verify such information, and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit such books and records shall be deemed Proprietary Information for purposes of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregatedArticle VIII. Such audit shall be conducted during normal business hours completed within ninety (90) days after the date on which Manufacturer notified Customer that it desired to verify such information. Manufacturer shall promptly deliver a copy of the report of such audit to Customer. If Customer disagrees with the conclusions of such report, it shall notify Manufacturer and the Parties shall attempt to resolve the disagreement. If the parties fail to agree on the conclusions in the report, such disagreement shall be resolved in accordance with generally accepted auditing standards Article XI. Each such audit shall be at Manufacturer’s expense; provided, that if it is finally determined that in any calendar year Customer violated Customer’s Purchase Obligation then Customer shall pay the reasonable costs of such audit and the auditing party Customer shall employ such reasonable procedures and methods as necessary and appropriate purchase an additional quantity of Bulk Drug Substance from Manufacturer in amount which, if it had been purchased in the circumstancesprior calendar year, minimizing interference would cause Customer to comply with the Audited PartyCustomer’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsPurchase Obligation. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. During the Term and for two (a2) Once a year or at any years thereafter. Company agrees to keep all usual and proper records relating to its reproduction and use of the Hosted Products. Notwithstanding the provisions of the applicable ASLA, in order to verify Company's compliance with the terms of this Agreement, during the Term and for two (2) years thereafter, Microsoft may cause (i) an audit to be made of Company's books and records and/or (ii) an inspection to be made of Company's facilities and procedures. Microsoft may cause an audit to be made only one time that a party disputes the amount per twelve (12) month period so long as no material unlicensed use of Hosted Products is found to exist. Should any material monies owed by either party unlicensed use of Hosted Products be found during an audit, then Microsoft may perform another audit within the same twelve (12) month period. Any audit and/or inspection shall be conducted during regular business hours at Company's facilities, with at least three (3) days' notice, and in such a manner as not to interfere unreasonably with the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those operations of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregatedCompany. Such Any audit shall be conducted during normal by an independent certified public accountant selected by Microsoft (other than on a contingent fee basis). Prior to an audit, Micrsoft will enter into a non-disclosure agreement with the independent public accountant performing the audit that will obligate such independent public accountant to hold in confidence any of Company's or Company affiliates' confidential information, including any unrelated financial, business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate technical information observed in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel course of the Audited Party audit. Company agrees to assist provide Microsoft's designated audit or inspection team access to the Auditing Party relevant Company records and facilities. Company shall promptly acquire sufficient Licenses to cover all usage disclosed by any such audit. In addition, if any such audit discloses material unlicensed use of Hosted Products, Company shall pay to Microsoft an amount equal to: (i) the reasonable expenses incurred in conducting such audit; plus (ii) an additional License fee of twenty percent (20%) of the price established by Microsoft (as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for set forth on the Auditing Party then current Hosted Product Price List) of the Licenses required to obtain such records from any person maintaining records for the Audited Party and shall maintain records be acquired pursuant to its regular record retention policiesthe preceding sentence. For purposes of this provisionsection, "material unlicensed use of Hosted Products" shall exist if, upon audit, it is determined that, with respect to any Hosted Product the Audited Party also Company has Licenses for fewer than ninety-five percent (95%) of the copies made or access rights provided which are disclosed by the audit. Microsoft shall be required to provide records relating to use the Program held by persons performing services information obtained or observed in connection the audit solely for the purposes of (x) determining whether the Company has sufficient Licenses for the Hosted Products it is using and has otherwise complied with the Program at the Auditing Party’s request. Notwithstanding the generality terms of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Lawsthis Agreement, (iiy) such records are legally privileged, (iii) such records are company planning documents of such party or enforcing its rights under this Agreement and any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee recordsapplicable laws, and (ivz) determining if Company has accurately reported Third Party contract information to Microsoft. Microsoft will hold all such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed information in connection with auditsconfidence. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. (a) Once a year or at any time that a Each party disputes the amount of any material monies owed by either party to shall, and shall cause the other hereunderMetris Companies or CPP Companies as applicable, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost keep and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services provision of the Metris Services or the CPP Services hereunder so that the applicable Fees and Costs and other payments made in connection therewith (including, without limitation, the delivery of receivables and costs relating to servicing the Serviced Accounts) may be verified. (a) CPP may audit Metris and the other Metris Companies with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required respect to provide access to records to the extent that (i) such access is prohibited by Applicable Lawsthe performance of Metris Services to ensure that adequate internal and administrative controls and procedures are being employed, (ii) such records are legally privilegedthe applicable Fees and Costs charged and other payments made in connection therewith (including, without limitation, the delivery of receivables and costs related to servicing the Serviced Accounts) to determine any amounts payable by CPP hereunder and (iii) such records are company planning documents any other matters reasonably required to verify compliance with the terms of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsthis Agreement. (b) In Metris may audit CPP and the event other CPP Companies with respect to (i) the performance of CPP Services to ensure that adequate internal and administrative controls and procedures are being employed, (ii) the applicable Fees and Costs charged and receivables collected to determine any amounts payable by and to Metris hereunder and (iii) any other matters reasonably required to verify compliance with the terms of this Agreement. (c) Each party will upon reasonable notice (i) permit authorized governmental regulators, including, without limitation auditors representing the United States Office of the Comptroller of the Currency or Federal Trade Commission ("Regulatory Auditors"), reasonable access, during normal business hours, to audit the books and records of the other party as they relate to compliance of the other party with the terms and conditions of this Agreement (a "Regulatory Audit"), and (ii) cause its personnel to provide such Regulatory Auditors with reasonable assistance in their performance of such Regulatory Audit and investigation. The restriction set forth in paragraph (f) below shall not apply to a Regulatory Audit. (d) The party requesting the audit may use independent auditors, who may participate fully in such audit, subject to the confidentiality requirements set forth in Section 8. (e) Any audit conducted by or at the direction of a party will be conducted by such party or its independent auditors in a manner which does not unreasonably interfere with the other party's normal operations and no such audit shall require a party to divulge any records, including certain customer information, to the extent prohibited by applicable laws or subject to attorney client or other privilege. (f) Any such audits, other than Regulatory Audits, shall be conducted during regular business hours, in a manner that does not interfere unreasonably with the operations of the Metris Companies or the CPP Companies. Such audits shall be conducted not more than once in any calendar quarter. Subject to the foregoing limitations, any such audit shall be conducted when requested by notice given not less than 10 business days prior to the commencement of the audit. (g) If an examination reveals more than a 10 percent overpayment or underpayment by either party in relation to any of the services, then the expenses for the audit performed pursuant by the auditing party shall be borne by the other party, and the other party shall promptly pay to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to auditing party the amount of the impact of such error overpayment or adjustmentunderpayment.

Audit. (a) Once a year or at any time that a party disputes At the amount request and expense of any material monies owed by either party to the other hereunder, such party one Party (the “Auditing Demanding Party”), subject the other Party shall permit an independent accounting expert appointed by the Demanding Party and reasonably acceptable to this Section 14.1(b)the other Party, at its sole cost and expense reasonable times and upon reasonable notice, to examine only those records as may be reasonably necessary to determine, with respect to any Calendar Year ending not more than three (3) years prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Demanding Party’s records that are request or with respect to any period referenced in a dispute under Section 5.4, the control and/or direction correctness or completeness of the Audited Party any Out-Licensing Revenues Report, Profit Sharing Report and relate other payments as well as supporting documents submitted to the Program or can Demanding Party hereunder. The foregoing right of review may be reasonably segregatedexercised only once per year and shall not exceed [***] in duration. Such audit Results of any such examination shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, made available to the audited Party and (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely subject to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsconfidentiality obligations hereunder. (b) Any examination conducted under this Section 11.4 shall be at the expense of the Demanding Party, unless such inspection reveals any underpayment of the payments due for the audited period by at least [***], in which case the full costs of such inspection for such period shall be borne by the other Party. (c) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancyof a dispute regarding the findings of the inspection of the applicable records of the audited Party, the Audited Parties shall work in good faith to resolve the dispute in accordance with the provisions of Section 17.3. If the Parties are unable to resolve the dispute within the time period stipulated in Section 17.3, the dispute shall be submitted for decision to a certified public accounting firm mutually selected by each Party’s certified public accountants or to such other Third Party as the Parties shall mutually agree. The decision of such expert shall be final and the costs of such decision as well as the initial audit shall be borne between the Parties in such manner as such expert shall determine. Not later than [***] after such decision and in accordance with such decision, the Owing Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up additional payments to the amount of the impact of such error or adjustmentOwed Party.

Audit. District retains the right to review and audit, and the reasonable right of access to Consultant’s and any subcontractor’s premises to review and audit, the Consultant’s compliance with the provisions of this Agreement (a) Once a year or at any time that a party disputes “District’s Audit Right”). The District’s Audit Right includes the amount right to inspect, photocopy, and to retain copies, outside of the Consultant’s premises, of any material monies owed and all Work-related records, documents and other information with appropriate safeguards, if such retention is deemed necessary by either party the District in its sole discretion. The District’s Audit Right shall also include the right to the other hereunder, such party (the “Auditing Party”), subject interview current or former employees and subcontractors of Consultant with respect to matters or issues under audit. The information obtained pursuant to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit section shall be conducted during normal business hours disclosable to third parties as required by applicable law. 16.1. Consultant shall establish and maintain books, records, and systems of account, in accordance with generally accepted auditing standards accounting principles, reflecting all business operations of Consultant transacted under this Agreement. Consultant shall retain these books, records, and systems of account during the auditing party Term of this Agreement and for three (3) years thereafter. 16.2. Consultant shall, without limitation, permit the District, its agent, other representatives, or an independent auditor to audit, examine, and make excerpts, copies, and transcripts from all books and records, and to make audit(s) of all billing statements, invoices, records, and other data related to the Services covered by this Agreement. Audit(s) may be performed at any time, provided that the District shall employ such give reasonable procedures prior notice to Consultant and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Partyshall conduct audit(s) during Consultant’s normal business operationshours, unless Consultant otherwise consents. 16.3. Consultant shall include audit provisions in any and all of its subcontracts, and shall ensure that provision is binding upon all subcontractors. 16.4. Consultant shall comply with these provisions within fifteen (15) days of the District’s written request to review and audit any or all of Consultant’s Work-related documents, records and information. The Audited Party shall use reasonable commercial efforts to facilitate District’s Audit Right and Consultant’s compliance with the Auditing Party’s reviewsame, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating at no additional cost to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsDistrict. (b) 16.5. In the event that the District’s Audit Right, or an audit performed pursuant by the State Auditor, evidences payments to Consultant not in accordance with the provisions of this Section 14.1 reveals any systemic errorAgreement, operational deficiency or material discrepancy, the Audited Party Consultant shall correct such error, make any necessary adjustments and in addition immediately pay for the Auditing Party’s costs in connection with conducting such audit up to District the amount of said payments not in compliance in addition to all costs reasonably incurred by District in conducting an audit hereunder. 16.6. Consultant acknowledges and agrees that the impact District’s Audit Right, pursuant to the foregoing provisions, shall apply to, and may be utilized by the District for the production of, any records or documents subject to disclosure under the California Public Records Act, Government Code § 6250 et seq. (“CPRA”), unless otherwise exempt, and which may include, but are not limited to, records or documents in the District’s constructive possession but under Consultant’s control regardless if created, sent, received, stored, or maintained in a personal account or device of such error Consultant or adjustmentits employees, as prescribed by applicable law. In the event the District exercises District’s Audit Right in response to or as part of a request under the CPRA, Consultant agrees to provide District with an affidavit, if and as needed or requested by District, within five (5) days of District’s request therefor, that certifies Consultant’s search for and production of responsive records subject to disclosure pursuant to the CPRA, if any.

Audit. (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party a. With respect to Clauses 7.4 to 7.13 to the Framework Agreement (as incorporated into the Call-Off Terms) and any other hereunderprovision in respect of audits, the Buyer may audit the Supplier’s compliance with its obligations under the applicable Order Form once per year. In addition, to the extent required by Applicable Data Protection Legislation, in the event of a Personal Data Breach the Buyer shall be entitled to perform up to one (1) additional audit in the year the Personal Data Breach occurred, and such party additional audit must be requested and handled in accordance with Section 8 of the Data Processing Agreement Part 4 to these Supplier Terms, subject at all times to the terms of Section 11 of the Data Processing Agreement as attached in Part 4 to these Supplier Terms. b. Notwithstanding anything, to the contrary in the Data Processing Agreement as attached in Part 4 to these Supplier Terms, to request an audit, the Buyer must submit a detailed proposed audit plan to the Supplier at least two (2) weeks in advance of the “Auditing Party”proposed audit date. The proposed audit plan must describe the proposed scope, duration, and start date of the audit. The Supplier will review the proposed audit plan and provide the buyer with any concerns or questions (for example, any request for information that could compromise the Supplier security, privacy, employment or other relevant policies). The Supper will work cooperatively with the Buyer to agree on a final audit plan. An audit must be conducted during regular business hours at the applicable facility, subject to this the agreed final audit plan and the Supplier’s health and safety or other relevant policies, and may not unreasonably interfere with the Supplier’s business activities. c. Subject to Section 14.1(b)8 of the Data Processing Agreement as attached in Part 4 to these Supplier Terms, at its sole cost and expense and upon reasonable prior notice the Buyer may perform more frequent audits of the Cloud Services data centre facility that Processes (as defined in the Data Processing Agreement as attached in Part 4 to these Supplier Terms) Personal Data to the other extent required by laws applicable and mandated by the Regulatory Body accordingly. d. The Supplier will contribute to such audits by providing the Buyer or the Regulatory Body with the information and assistance reasonably necessary to conduct the audit, including any relevant records of processing activities applicable to the Cloud Services ordered by the Buyer. e. The Buyer will provide the Supplier with any audit reports generated in connection with any audit under this section, unless prohibited by Applicable Data Protection Law or otherwise instructed by a Regulatory Body. The Buyer may use the audit reports only for the purposes of meeting the Buyer’s regulatory audit requirements and/or confirming compliance with the Supplier Terms and the Order Form. The audit reports are Confidential Information of the parties under the terms of the Supplier Terms and the Order Form. f. Without prejudice to the rights granted in Section 8.1 of the Data Processing Agreement as attached in Part 4 to these Supplier Terms, if the requested audit scope is addressed in a SOC, ISO, NIST, PCI DSS, HIPAA or similar audit report issued by a qualified third party auditor within the prior twelve (12) months and the “Audited Party”)Supplier provides such report to the Buyer confirming there are no known material changes in the controls audited, may conduct the Buyer agree to accept the findings presented in the third party audit report in lieu of requesting an audit of those the same controls covered by the report. g. Each party will bear its own costs in relation to the audit, unless the Supplier promptly informs the Buyer upon reviewing the Buyer’s audit plan that it expects to incur additional charges or fees in the performance of the Audited Party’s records audit that are not covered by the fees payable under the control and/or direction of the Audited Party and relate to the Program Order Form, such as additional license or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing third party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operationscontractor fees. The Audited Party shall use reasonable commercial efforts parties will negotiate in good faith with respect to facilitate the Auditing Party’s review, including making reasonably available any such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document charges or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsfees. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. Buyer shall have the right to obtain from a third-party certified public accountant (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its Buyer’s sole cost and expense and upon reasonable prior notice expense) audits with respect to the other party (the “Audited Party”)Property providing all disclosures required by generally accepted accounting principles and Securities and Exchange Commission regulations, may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours specifically in accordance with generally accepted auditing standards Section 3.05 of Regulation S-X and the auditing party shall employ such reasonable procedures all related rules and methods as necessary regulations thereof. Seller, at no cost or expense to Seller, shall, and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate cause Manager and the Auditing Party’s review, including making reasonably available such personnel predecessor owner(s) and manager(s) of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provisionProperty to, the Audited Party also shall be required to provide records relating to the Program held by persons performing services cooperate in a commercially reasonable manner in connection with the Program performance of such audits and to provide information reasonably requested by such accountants. In connection with such audits, Seller, at no cost or expense to Seller, shall and shall use reasonable efforts to cause Manager and the Auditing Party’s requestpredecessor owner(s) and manager(s) to provide the accountants performing such audits with representation letters conforming to American Institute of Certified Public Accountants professional standards. Notwithstanding Buyer completing the generality preparation of the foregoing, however, an Audited Party any such audited financial statements shall not be required a condition to provide access Closing and the failure to records obtain same will not permit Buyer to terminate this Agreement. Ground Lessor Estoppels. It shall be condition to Buyers’ obligation to close that Seller shall have obtained Ground Lessor’s consent to the extent that transaction contemplated hereunder and shall have obtained and delivered to Buyer (i) such access is prohibited by Applicable Lawsan estoppel letter (the “Hotel Ground Lease Estoppel and Consent”) addressed to Buyer dated within thirty (30) days of the Closing with respect to the Hotel Ground Lease, consenting to the transaction and otherwise substantially in the form required under the Ground Lease, which estoppel shall, among other things, certify that there are no material defaults under the Hotel Ground Lease and (ii) such records are legally privileged, an estoppel letter (iiithe “Retail Ground Lease Estoppel and Consent”) such records are company planning documents addressed to Buyer dated within thirty (30) days of such party or any of its affiliates, operating budgets (unless such records relate solely the Closing with respect to the Program)Retail Hotel Ground Lease, management reviews or employee recordsconsenting to the transaction and otherwise substantially in the form required under the Retail Ground Lease, and (iv) such records relate which estoppel shall, among other things, certify that there are no material defaults under the Retail Ground Lease. While obtaining the same shall not be a condition of Buyer’s obligation to other customers or operations close, Seller shall request that the Ground Lessor set forth the following in each of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to documents under this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.3.8:

Audit. 17.1. The Provider grants, and shall ensure that each of its Personnel grants, to OSD and to their authorised agents and any statutory auditors (a) Once each a year or at "Permitted Auditor"), a right of access to the Provider’s Personnel, systems, service records and any time other information that the Permitted Auditor may reasonably consider to be necessary in order to assess the adequacy of the Provider’s compliance with Applicable Laws (a "Compliance Audit"). A Compliance Audit may be carried out only in normal working hours, on reasonable prior written notice, and not more than once during each calendar year, provided that a party disputes Compliance Audit can be performed more frequently if OSD has reasonable grounds to believe that the amount Provider has not complied with Applicable Laws. 17.2. The Provider grants, and shall ensure that each of any material monies owed by either party its Personnel grants, to each Regulator of OSD a right of access to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited PartyProvider’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards Personnel and the auditing party shall employ Provider’s and its Personnel’s pertinent Premises, systems, service records, retrieval systems and such reasonable procedures and methods other information as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver Regulator may require for any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services purpose in connection with the Program at the Auditing Party’s request. Notwithstanding the generality functions and duties of the foregoingRegulator, howeveror the regulatory obligations of a party hereunder (a "Regulatory Audit"). This right may be exercised as frequently as is required by the Regulator, and on such notice (if any) as the Regulator gives to a party of its intention to carry out a Regulatory Audit. 17.3. The Provider shall, and shall ensure that each subcontractor shall, deal with all Regulators and Permitted Auditors in an Audited Party open and co-operative way. 17.4. OSD shall not be required to provide access to records use reasonable endeavours, if and to the extent within its control, to ensure that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such persons conducting that audit shall comply with the Provider's reasonable health and safety and security requirements and confidentiality obligations. 17.5. Each party or shall use reasonable endeavours to minimise any of its affiliates, operating budgets (unless such records relate solely disruption to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program Provider or to personnel records not normally disclosed in connection with auditsthe performance of the Service caused by an audit. (b) In 17.6. Following an audit, OSD shall discuss its findings with the event that an audit performed pursuant Provider and, if appropriate, but without prejudice to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancyOSD's other rights and remedies, the Audited Party Parties shall correct such error, make agree to a plan (including a timetable to implement the plan) to address any necessary adjustments concerns identified in the audit and the Provider will comply with the steps set out in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustmentthat plan.

Audit. Empire and its auditors (aincluding internal audit staff and external auditors), inspectors, regulators and other representatives as Empire may from time to time designate in writing (collectively "Empire Auditors") Once a year shall have the right to perform periodic on-site audits of IBM (annually, or more often if required by law), for the purposes set forth below. Empire shall also have the right to perform periodic on-site audits of deNovis (annually, or more often if required by law), for the specific purposes set forth below where deNovis is identified; (provided, however that notwithstanding that an audit right is identified as "IBM only", such designation does not relieve IBM of the obligation to pass-through such audit requirements to deNovis). The applicable entity subject to audit hereunder (IBM or deNovis) is referred to as the "Applicable Auditee"). The Applicable Auditee shall provide to Empire and Empire Auditors, access at all reasonable times and after reasonable notice, unless circumstances reasonably preclude such notice (and in the case of regulators at any time that required by such regulators) (i) to EMPIRE/IBM CONFIDENTIAL FINAL Version 13 any facility or part of a party disputes facility at which the amount of any material monies owed by either party Applicable Auditee is performing the development effort or maintenance and support services pursuant to this Agreement'; (ii) to the other hereunder, such party Applicable Auditee's personnel; (the “Auditing Party”), subject iii) and to this Section 14.1(b), at its sole cost data and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to same and to data and records relating to product and services (including contracts between IBM and IBM's Subsidiaries, Resellers or Customers, and contracts between IBM's Subsidiaries and Resellers or Customers (and related thereto records, provided that access to Reseller and Customer contracts shall only be provided to third-party Empire Auditors)) which generates Gross Revenue, for the Program held by persons purpose of performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality audits and inspections of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party Auditee or any of its affiliatesSubsidiaries, operating budgets during the Term and for the period the Applicable Auditee is required to maintain records hereunder as follows. With respect to IBM only: (unless such records relate solely i) To verify compliance with Section 13; and (ii) To examine IBM's performance of its obligations under this Agreement with respect to development of the Program)Licensed Works, management reviews including performing audits: (A) of practices and procedures; (B) of general controls and security practices and procedures; and (C) as necessary to enable Empire to meet, or employee recordsto confirm that IBM is meeting, applicable regulatory and other legal requirements. With respect to both IBM and deNovis: (iii) To verify the performance of the development effort for the Licensed Works; (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to To verify the amount of Gross Revenues Earned by the impact of such error or adjustmentApplicable Auditee and its Subsidiaries; and (v) To verify supporting information and calculations by the Applicable Auditee regarding the Gross Revenue and Revenue Sharing.

Audit. During the Term and for a period of three (3) years thereafter (the “Audit Period”), Emulex and its Affiliates shall keep full, complete, clear and accurate accounting, sales and other books and records pertaining to the subject matter of the Reports (“Records”). During the Audit Period, during normal business hours, Broadcom shall have the right (at its own expense) to have a nationally recognized accounting firm, working in conjunction with an independent third party technical advisor agreeable to Emulex, such agreement not to be unreasonably withheld (collectively, the “Auditor”) inspect and audit, and Emulex shall provide access to the Auditor, the Records for the purpose of verifying Emulex’s compliance with the terms and conditions of Section 4.5, including without limitation verification of the completeness and accuracy of Reports relating to sales of Licensed [**] (such inspection and audit, the “Audit”). Audits may be conducted no more than [**] per Fiscal Year, provided that if an Audit reveals a material inaccuracy with respect to any calendar quarter, Audits may thereafter be conducted [**] per Fiscal Year during the next [**] Fiscal Years. Audits shall be limited to [**] Each Audit shall in no case cover more than [**] prior years. The Auditor shall enter into a confidentiality agreement with Emulex in a form based on the form of confidentiality agreement set forth in Exhibit C hereto, subject to any modifications reasonably agreed upon between the Auditor and Emulex. The Auditor may inform Broadcom of the accuracy or inaccuracy of the Reports (and reasonable detail as to any inaccuracy). Broadcom shall not, and shall require the Auditor not to, disclose the results of the Audit to any third party other than (a) Once to Broadcom’s attorneys, auditors and accountants on a year need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, (b) as may be required by applicable law, regulation, or at any time that governmental authority, or (c) under seal to a party disputes the amount court of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable competent jurisdiction with prior notice to the other party (the “Audited Party”), may conduct Emulex sufficient to allow Emulex an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate opportunity to the Program object or can be seek to limit such disclosure. Emulex shall reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference cooperate with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoingAudit; provided, however, an Audited Party that any such inspection and audit will be conducted with at least fourteen (14) calendar days prior notice. Emulex agrees that Broadcom shall not be required entitled to provide access specific performance to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to enforce this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment4.7.

Audit. MicroStrategy will allow for and contribute to audits (a) Once a year or at any time that a party disputes including those under the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”Standard Contractual Clauses where these apply), subject to this Section 14.1(b)which shall include inspections, conducted by Customer or another auditor mandated by Customer, provided that Customer gives MicroStrategy at least 30 days’ reasonable prior written notice of such audit and that each audit is carried out at Customer’s cost, during business hours, at MicroStrategy nominated facilities, and so as to cause the minimum disruption to MicroStrategy’s business and without Customer or its sole cost auditor having any access to any data belonging to a person other than Customer. Any materials disclosed during such audits and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit results of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can outputs from such audits will be reasonably segregatedkept confidential by Customer. Such audit shall be conducted during normal business hours performed not more than once every 12 months and Customer shall not copy or remove any materials from the premises where the audit is performed. Customer acknowledges and agrees (having regard to Section 4(iii)) that in accordance with generally accepted respect of our auditing standards and rights of our Sub-Processor providing infrastructure services for the auditing party shall employ Hosted Service, such reasonable procedures and methods as necessary and appropriate in Sub-Processor will use external auditors to verify the circumstances, minimizing interference with adequacy of security measures including the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel security of the Audited Party to assist physical data centers from which the Auditing Party as reasonably requestedSub-Processor provides the Services. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provisionThis audit: will be performed at least annually, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In will be performed according to ISO 27001 standards or other such alternative standards that are substantially equivalent to ISO 27001; (c) will be performed by independent third party security professionals at the event that Sub- Processor’s selection and expense; and (d) will result in the generation of an audit performed pursuant report (“Report”), which will be the Sub-Processor’s confidential information or otherwise be made available subject to a mutually agreed upon non-disclosure agreement covering the Report (“NDA”). MicroStrategy will not be able to disclose such Report to Customer without permission from the Sub-Processor. At Customer’s written request during the exercise of its audit rights under Section 8, MicroStrategy will request the permission of the Sub-Processor to provide Customer with a copy of the Report so that Customer can reasonably verify the Sub-Processor’s compliance with its security obligations. The Report will constitute confidential information and the Sub-Processor may require Customer to enter into an NDA with them before releasing the same. If the Standard Contractual Clauses apply under Section 5(a), then Customer agrees to exercise its audit and inspection right by instructing MicroStrategy to conduct an audit as described in this Section 14.1 reveals 8, and the parties agree that notwithstanding the foregoing nothing varies or modifies the Standard Contractual Clauses nor affects any systemic error, operational deficiency supervisory authority’s or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Partydata subject’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustmentrights under those Standard Contractual Clauses.

Audit. (a) Once 34.1 ARM shall, on reasonable notice to JVCo, be entitled to appoint a year or at any time that a party disputes the amount firm of any material monies owed by either party independent auditors to audit JVCo’s activities with respect to the ARM Licensed IP to ensure: (i) compliance with this Agreement; and (ii) that JVCo is adopting Intellectual Property security practices and processes which are at least as rigorous and protective as industry best practice processes. JVCo shall make available such personnel, documentation and/or access to premises as ARM may reasonably request in order to perform its audit. 34.2 JVCo shall, on reasonable notice to ARM, be entitled to appoint a firm of independent auditors to audit ARM’s activities with respect to the JVCo Licensed IP to ensure compliance with this Agreement. ARM shall make available such personnel, documentation and/or access to premises as JVCo may reasonably request in order to perform its audit. 34.3 Each Party shall bear their own costs in relation to any audit undertaken in accordance with this Clause 34, save that the other hereunder, such party Party shall reimburse the Party that initiated the audit (the “Auditing Initiating Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to ) for all such costs where: 34.3.1 the audit reveals that the other party (Party has breached the “Audited Party”), may conduct an audit terms of those this Agreement in a way that is more than immaterial or insubstantial; or 34.3.2 the other Party has failed to provide the auditors with all requested records and accounts containing information bearing upon the subject matter of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours within a reasonable period following any such request. 34.4 Following any audit undertaken in accordance with generally accepted auditing standards and this Clause 34, the auditing party Initiating Party may require that the Parties discuss the findings and, if appropriate, the Parties shall employ such reasonable procedures and methods as necessary and appropriate seek to agree a plan to address any concerns identified in the circumstances, minimizing interference audit. 34.5 Prior to entering into any licensing arrangement with any PRC Licensee in accordance with the Audited Party’s normal business operations. The Audited Party shall use terms of this Agreement, JVCo shall: 34.5.1 undertake sufficient financial due diligence with respect to the proposed PRC Licensee in order to satisfy itself (to a reasonable commercial efforts to facilitate extent) that the Auditing Party’s review, including making reasonably available such personnel creditworthiness of the Audited Party PRC Licensee is adequate to assist support the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain financial obligations that will be imposed on such records from any person maintaining records for the Audited Party and shall maintain records PRC Licensee pursuant to its regular record retention policies. For purposes of this provisionthe proposed licensing arrangement; and 34.5.2 undertake Intellectual Property security due diligence in accordance with the Prescribed Security Audit Requirements (notified by ARM to JVCo from time to time) in order to satisfy itself (to a reasonable extent) that the PRC Licensee has adequate processes in place to protect the Intellectual Property licensed, the Audited Party provided or made available by JVCo to that PRC Licensee. 34.6 The obligation set out at Clause 34.5.2 shall also shall be required to provide records relating apply where an additional product is being added by JVCo to the Program held by persons performing services in connection scope of an existing licensing arrangement with a PRC Licensee, where the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records Prescribed Audit Requirements for that product are different to the extent requirements that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsPRC Licensee has previously been checked against. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. 11.1 The Parties acknowledge and agree that the Provider (aalso by means of its consultant) Once a year or shall be entitled to carry out, at any time that a party disputes its own expenses, inspections at the amount Site of any material monies owed the Counterparty in order to verify if the reports, and other relevant documents, stored by either party the Counterparty, as indicated under Article 11.2 of this Agreement, duly reflect the actual use of the Market Data by the Counterparty. The Provider shall only be entitled to verify compliance of the other hereunder, such party actual use and relevant documents with the provisions of this Agreement (the “Auditing PartyAudit”). The Audit shall be carried out by the Provider (and/or by any third subject authorised by the Provider to do so) as to verify: a) lawful reception, subject supply, display and other usage of the Market Data by the Counterparty, according the provisions of this Agreement; b) compliance with the provisions of this Agreement in terms of confidentiality, the observance of the Provider’s Intellectual Property Rights, completeness and accurateness of the Reports, the correct usage of passwords and of identification codes; c) any other aspect concerning compliance with the provisions of this Agreement. The Provider and its consultant shall maintain the confidentiality of all of the Counterparty’s Confidential Information the Provider and its consultant become aware of while conducting an Audit on the Counterparty’s Site, pursuant to this Section 14.1(bArticle 15.1. 11.2 The Counterparty shall keep for a period of at least three (3) years and for each System a complete report to attest the usage of the Market Data. Said reports shall be stored by the Counterparty in accordance with the practice followed by the licensees in the area of information technology. 11.3 The Counterparty shall authorise the Provider to access its Site for the purposes of the Audit provided that: (i) the Provider gives the Counterparty an Audit notice thirty (30) working days in advance for the ordinary Audit activity, and a sixty (60) working day Audit notice in cases of more complex Audit activities (such as, but not limited to, Audit to be carried out at a distant Site), the “Audit Notice”; and (ii) the Audit takes place during the Counterparty’s normal working hours, with the observance of a Counterparty representative. The Counterparty shall inform the Provider, not later than ten (10) working days after the receipt of the Audit Notice, should it be unable to host Audit at its sole cost and expense and upon reasonable prior notice Site in the above-mentioned Audit date. In such case, the Counterparty shall promptly communicate a suitable date for the Audit to be carried out within thirty (30) working days from the announced Audit. The Provider further agrees that in no event shall such Audit include access to information that the Counterparty is required to keep confidential pursuant to applicable law, rules or regulations issued by Regulatory Authorities, or pursuant to a written agreement with a third party which is not relevant to the other party present Agreement. 11.4 The Provider shall exercise its right of Audit only once a year, unless it reasonably deems that an infringement, breach or irregularity under this Agreement occurred. In case, as a result of the Audit, the Provider detects an infringement or breach of or irregularity under any provision of this Agreement, it shall be entitled to carry out a subsequent Audit during the six (6) months following the completion of the previous Audit. After each Audit, the Provider shall issue and send to the Counterparty a report concerning the results of its activity and give notice of such results (including the indication of supplementary adjustment of the Fees) to the Counterparty (the “Audited PartyAudit Report”), may conduct an audit of those ) within thirty (30) days from the Audit. The Counterparty shall be entitled to challenge the results of the Audited Party’s records that are under Audit, as indicated in the control and/or direction Audit Report, within sixty (60) days after the receipt of the Audited Party and relate Audit Report. Should the Counterparty fail to challenge the Program or can be reasonably segregated. Such audit above-mentioned Audit Report within the said period, the Audit Report shall be conducted during normal business hours in accordance deemed to be approved by the Counterparty. 11.5 Should the Provider detect an infringement or breach of or irregularity under any provision of this Agreement, including but not limited to an unlawful and/or unauthorised usage and/or supply of the Market Data, as a result of the Audit, the Provider shall be entitled to terminate this Agreement with generally accepted auditing standards and immediate effect under Article 1456 of the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operationsItalian Civil Code. The Audited Party Provider shall use reasonable commercial efforts be entitled to facilitate liquidated damages amounting to triple Fees paid by the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary Counterparty for the Auditing Party last quarter, as per Article 9 above, and to obtain such records from any person maintaining records reimbursement of all Audit costs born. 11.6 The Counterparty shall allow the Provider and/or its appointed consultants to carry out the Audit for an 18 month period after the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes termination of this provisionAgreement. 11.7 Notwithstanding any other rights under this Agreement, should the Audited Party also shall be required Counterparty (i) in breach of this Audit Clause refuse to provide records relating host a duly announced Audit and therefore fail to the Program held by persons performing services in connection comply with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required its obligations under Article 11; or (ii) fail to provide access to records documents or electronic data files, reasonably deemed relevant by the Provider, or to technical infrastructures at the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, Site of the Counterparty or (iii) such records are company planning documents or electronic data files turn out to be incomplete, incorrect, illegible or otherwise impede the performance and conclusions of Audit, in accordance with the provisions of the Audit Clause, the Provider shall be entitled at its sole discretion: (a) to estimate a supplementary payment on the basis of appropriate criteria (i.e., past reports under this Agreement or alike reports by comparable companies, if necessary) and invoice such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits.estimated amount; (b) In to immediately suspend the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount supply of the impact Market Data in whole or in part; (c) to allow this Agreement to continue, subject to its faculty to request adjustment of such error or adjustmentthe Fee due.

Audit. (a) Once a year Buyer shall be entitled to perform audits at Supplier’s premises or sites and/or at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those Buyer’s premises or sites regarding Supplier’s proper fulfilments of the Audited Party’s records that are under the control and/or direction Agreement as regards pricing and invoicing, quantity and quality of the Audited Party Deliverables and relate to related processes, Confidential Information, IT and premises security, Personal Data protection and the Program or can be reasonably segregatedSupplier Code. Such audit shall be conducted performed, subject to advance notice of seven (7) business days. In relation to ▇▇▇▇▇´s rights to inspect and audit Supplier´s data processing activities, reference is also made to section 25.24.. Buyer shall be entitled to perform short-notice audits with three (3) hours prior’ notice if a distinct incident has given rise to ground for suspicion of Supplier’s breach of the Supplier Code. Audit may only be carried out either by ▇▇▇▇▇’s staff or by professional third party contracted by ▇▇▇▇▇, provided that the contracted third party has entered into confidentiality undertakings reasonably acceptable to Supplier. Audit must take place during normal regular business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference be carried out with the Audited Partyintention to avoid to interrupt Supplier’s normal business operationsbusiness. The Audited Party Buyer shall use reasonable commercial efforts to facilitate bear its own costs for audits, unless the Auditing Party’s review, including making reasonably available such personnel audit identifies a breach of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party Agreement by Supplier, which is not insignificant, in which case Supplier shall deliver any document or instrument reasonably necessary bear Buyer’s cost for the Auditing Party audit. Supplier shall always bear Supplier’s cost for audits. With regards to obtain such records from any person maintaining records for audits performed in relation to Supplier´s Personal Data Protection obligations under the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provisionAgreement, it is expressly agreed that if the Audited Party also shall be required to provide records relating to the Program held audit does identify inconsistency or non-conformity caused by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party Supplier or any of its affiliates, operating budgets (unless such records relate solely to the Program)consultants, management reviews sub-contractors or employee recordsother representatives, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party Supplier shall correct such error, make any necessary adjustments and in addition pay bear Buyer’s cost for the Auditing Party’s costs in connection with conducting such audit up audit. The right to the amount of the impact of such error or adjustmentperform audits shall also include a right to receive relevant information upon request and without Buyer´s staff being physically present at Supplier´s site.

Audit. (a) Once a year OPMG/PhoneGuard will maintain books and records which report the sales or at any time that a party disputes other exploitations of the amount of any material monies owed by either party Product hereunder on which payments hereunder are payable to the other hereunder, such party (the “Auditing Consulting Party”), subject to this Section 14.1(b). The Consulting Party may, at its sole cost expense, designate a certified public accountant ("CPA") or other qualified representative to examine those books and expense records, as provided in this paragraph only. Such examination: (a) may be made only for the purpose of verifying the accuracy of the statements sent by OPMG/PhoneGuard; (b) may be made for a particular statement only once and only within three (3) years after the date when OPMG/PhoneGuard sent that statement; and (c) may be made only during OPMG/PhoneGuard's usual business hours, and at the place where it keeps the books and records to be examined, and upon reasonable prior notice to OPMG/PhoneGuard. (OPMG/PhoneGuard will be deemed conclusively to have sent each statement on the dates prescribed above unless Consulting Party notifies OPMG/PhoneGuard otherwise, with respect to any statement, within ninety (90) days after that date.) No examination may be made of any records that do not specifically report sales, returns or other party (the “Audited Party”), may conduct an audit of those distributions of the Audited Party’s Product or other transactions on which payments are due Consulting Party (or calculation of Fixed Costs or Retained Share). Notwithstanding the foregoing, Consulting Party will be permitted to examine records that reflect the number of subscriptions sold, any movement of OPMG/PhoneGuard's inventory of such Software Applications, and any credits or rebates that are under given in respect of such Software Applications, for each accounting period that is the control and/or direction subject of the Audited Party and relate to the Program or can be reasonably segregatedaudit. Such audit Further, such examination shall be conducted during normal business hours in accordance with generally accepted auditing standards conditioned upon the CPA's written agreement to OPMG/PhoneGuard that the CPA will not voluntarily disclose any findings to any Person or entity other than Consulting Party, its attorney or other advisers. If the Consulting Party has any objections to a royalty statement, they will give OPMG/PhoneGuard specific notice of that objection and the auditing party shall employ such reasonable procedures reasons for it within three (3) year after the date that OPMG/PhoneGuard is deemed to have sent that statement. Each royalty statement will become conclusively binding at the end of that three (3) period, and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operationsConsulting Party will no longer have any right to make any other objections to it. The Audited Consulting Party shall use reasonable commercial efforts will not have the right to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services ▇▇▇ OPMG/PhoneGuard in connection with any royalty accounting, or to ▇▇▇ OPMG/PhoneGuard for royalties from Product sales or subscriptions sold or receipts derived by OPMG/PhoneGuard during the Program at period a royalty accounting covers, unless Consulting Party commences the Auditing Party’s requestsuit within six (6) months after the end of that three (3) ­year period. Notwithstanding If the Consulting Party commences suit on any controversy or claim concerning royalty accountings rendered to the Consulting Party under this Term Sheet Agreement and any subsequent Agreement, the scope of the proceeding will be limited to determination of the amount of the payments due for the accounting periods concerned, and the court will have no authority to consider any other issues or award any relief except recovery of any payments found owing. Recovery of any such royalties will be the sole remedy available to the Consulting Party by reason of any claim related to OPMG/PhoneGuard's royalty accountings. Without limiting the generality of the foregoingpreceding sentence, however, an Audited the Consulting Party shall will not be required have any right to provide access to records to seek termination of this Agreement or subsequent Agreement or avoid the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any performance of its affiliates, operating budgets (unless obligations under it by reason of any such records relate solely claim. The preceding three sentences will not apply to any item in a royalty accounting if the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than Consulting Party establishes that the Program or to personnel records not normally disclosed in connection with auditsitem was fraudulently misstated. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. (a) Once a year or at any time Seller acknowledges that a party disputes Buyer requires audited financial statements of the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party Convenience Stores (the “Audited PartyFinancial Statements”)) as of and for each of the twelve (12) month periods ending with the following dates (the “Audit Dates”): (i) April 30, may conduct an audit 2006 and April 30, 2005; or (ii) the Closing Date and the date that is one (1) year prior to the Closing Date. Buyer shall have the right to specify which of those the Audit Dates shall be used in the preparation of the Audited Party’s records that are under the control and/or direction of the Financial Statements. The Audited Party and relate to the Program or can be reasonably segregated. Such audit Financial Statements shall be conducted during normal business hours (i) prepared on a consolidated or combined basis, such basis to be determined by Buyer’s independent auditors and legal counsel, (ii) in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privilegedaccounting principles, (iii) such records are company planning documents in compliance with the requirements of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee recordsSEC’s Regulation S-X, and (iv) prepared by an independent certificated public accountant designated by Buyer (the “Accounting Firm”). Within thirty (30) days after Buyer notifies Seller of the name and contact information of the Accounting Firm, Seller shall retain Accounting Firm to audit the Audited Financial Statements and use reasonable efforts to cause the same to be diligently completed. Seller agrees to fully cooperate and assist with the Accounting Firm’s efforts to audit the Audited Financial Statements. Buyer shall pay for the reasonable fees charged by the Accounting Firm to prepare the Audited Financial Statements and other out-of-pocket costs that Seller incurs in preparing such records relate financial statements; provided, however, Seller shall notify Buyer of the estimated amount of any such costs, in writing, prior to incurring the same and Buyer shall have three (3) Business Days to modify its requirements in order to reduce the same. Seller agrees to retain such employees of Seller, or otherwise contract with such employees, who are qualified to prepare the Audited Financial Statements and to assist in providing the supporting documents as may be necessary for the Accounting Firm to complete the audits. Seller shall also provide other customers or operations resources as may be required for the completion of the audits, including, without limitation, office space, telephone, computers and office supplies. The cost of such party employees and the other than resources shall be for the Program or to personnel records not normally disclosed account of Buyer. Buyer and Seller recognize that, as a result of various factors including classification differences and differences in connection with audits. (b) In the event procedures used, the results of the Audited Financial Statements that an audit performed are be prepared pursuant to this Section 14.1 reveals any systemic error13.3 may materially differ from the financial information that is set forth in Schedule 6.1(f). For a period of five (5) years after the Closing, operational deficiency or material discrepancy, the Audited Party Seller shall correct such error, make any necessary adjustments maintain a copy of all Records and in addition pay for the Auditing Party’s costs in connection with conducting such audit up Seller shall provide Buyer reasonable access to the amount same during normal business hours. Seller shall make such Records available for Buyer’s review at Seller’s headquarters in Dalton, Georgia or in another location in Dalton, Georgia reasonably acceptable to Buyer. Buyer shall have the right to copy all or any portion of the impact of Records retained by Seller, at Buyer’s expense, and Buyer may temporarily remove such error or adjustmentRecords to copy the same.

Audit. (a) Once a year or at any time that a party disputes 15.1 CIE shall keep true and accurate records and accounts in sufficient detail to enable the amount of any material monies owed Royalties payable to LB pursuant to this Agreement to be determined by either party to the other hereunderparties. 15.2 LB shall have the right, such party (the “Auditing Party”)exercisable not more than [***] in any calendar year, and subject to this Section 14.1(b)receipt by CIE of a written notice of not less than [***], at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those through third party external auditors selected by LB and being from the top [***] in Europe and North America as listed by leading professional ranking surveys in order to validate that the Royalties paid by CIE to LB have been properly calculated and/or paid (hereafter the “Audit’s Purpose”). 15.3 In effecting the audit, CIE shall provide the external auditors with access to all the information and documents reasonably required to determine the Royalties under this Agreement, including but not limited to all supporting documentation for Net Charge Backs, Payment Processing Fees, Gaming Taxes, Bonuses and any other deductions made in the calculation of the Audited Party’s records that are under Net Gaming Revenue, and the control and/or direction report issued by the external auditors shall include a detailed calculation of such revenues and Royalties for the Audited Party and relate to the Program or can be reasonably segregatedrelevant period. Such audit shall may be conducted provided however that the auditor shall execute a non disclosure commitment by which it shall: (a) recognize that CIE shall remain the owner of all information and documents to which it may have access during normal business hours the audit (hereafter the “Information”); (b) recognise that the Information is confidential and subject to obligations of confidentiality and undertake not to disclose Information to any third party; (c) undertake all necessary protective measures in accordance with generally accepted auditing standards and order to protect the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel security of the Audited Party Information and notably, to assist the Auditing Party as reasonably requested. The Audited Party shall deliver prevent it from being damaged, corrupted or transmitted to unauthorised third parties; (d) undertake not to make copies of tangible Information; and (e) undertake not to use Information for any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party purpose other than the Program Audit’s Purpose and take any measure in order to prevent any fraudulent or misappropriate use of Information. 15.4 In the event the audit reveals that all or part of the Royalties due under this Agreement have not been properly calculated and/or paid, then: (a) In the event of an underpayment by CIE, CIE shall be immediately liable for the payment of Royalties remaining due, and such payment shall bear interest at [***] from the initial due date until up to personnel records not normally disclosed and including the date that payment is made in connection with audits.full; and (b) In the event of an overpayment by CIE, LB shall immediately return such overpayment. 15.5 The costs of the audit process shall be borne by LB, save that, in the event that an any audit performed pursuant process, results in finding that the correct amount due to this Section 14.1 reveals any systemic errorLB in [***] the amount originally accounted for by CIE, operational deficiency or material discrepancy, the Audited Party then CIE shall correct such error, make any necessary adjustments and in addition pay be liable for the Auditing Party’s costs in connection with conducting such audit up to the amount payment of the impact expenses of such error or adjustmentthat audit process.

Audit. Buyer has advised Seller that, after Closing, Buyer must cause to be prepared up to three (a3) Once a year or at any time that a party disputes the amount years of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those audited financial statements in respect of the Audited Party’s records Property in compliance with the policies of Buyer and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Buyer's auditors in the preparation of such audited financial statements (it being understood and agreed that are under the control and/or direction foregoing covenant shall survive the Closing). Without limiting the generality of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted preceding sentence (i) Seller shall, during normal business hours hours, allow Buyer's auditors reasonable access to such books and records maintained by Seller (and Seller's manager of the Property) in accordance with generally accepted auditing standards and respect of the auditing party shall employ such reasonable procedures and methods Property as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party to prepare such audited financial statements; (ii) Seller shall use reasonable commercial efforts to facilitate provide to Buyer such financial information and supporting documentation as are necessary for Buyer's auditors to prepare audited financial statements; (iii) Seller will make available for interview by Buyer and Buyer's auditors the Auditing Party’s review, including making reasonably available such personnel manager of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document Property or instrument reasonably necessary other agents or representatives of Seller responsible for the Auditing Party day-to-day operation of the Property and the keeping of the books and records in respect of the operation of the Property; and (iv) if Seller has audited financial statements with respect to obtain the Property, Seller shall promptly provide Buyer's auditors with a copy of such records from any person maintaining records audited financial statements. If after the Closing Date Seller obtains an audited financial statement in respect of the Property for a fiscal period prior to the Audited Party Closing Date that was not completed as of the Closing Date, then Seller shall promptly provide Buyer with a copy of such audited financial statement, and the foregoing covenant shall maintain records pursuant to its regular record retention policiessurvive Closing. In addition, Seller shall provide Buyer promptly with such other documents and information regarding the Property as Buyer may reasonably request. For purposes of this provisionthe above representations "to the best of Seller's Knowledge" means the actual knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇, the Audited Party also shall be required individuals primarily responsible in the management of the Property. As a material inducement to provide records relating Seller to execute this Agreement, Buyer acknowledges, represents and warrants that, except as otherwise expressly set forth in this Agreement, upon the satisfaction or waiver of the conditions set forth in Section 5, (i) Buyer will have fully examined and inspected the Property, including the construction, renovation, operation and leasing of the Property, together with such documents and materials with respect to the Program held by persons performing services property which Buyer deems necessary or appropriate in connection with the Program at the Auditing Party’s request. Notwithstanding the generality its investigation and examination of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable LawsProperty, (ii) such records are legally privilegedBuyer will have accepted and will be fully satisfied in all respects with the foregoing and with the physical condition, value, presence or absence of hazardous materials, use, leasing, operation, tax status, income and expenses of the Property, (iii) such records are company planning documents the Property will be purchased by Buyer "AS IS" and "WHERE IS" and with all faults and, upon closing, Buyer shall assume responsibility for the physical condition of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee recordsProperty, and (iv) Buyer will have decided to purchase the Property solely on the basis of its own independent investigation. Except as expressly set forth herein or in any documents executed by Seller and delivered to Buyer pursuant to Section 7 ("Seller' Documents"), Seller has not made, does not make, and has not authorized anyone else to make any representation as to the present or future physical condition, value, presence or absence of hazardous materials, financing status, leasing, operation, use, tax status, income and expense or any other matter or thing pertaining to the Property, and Buyer acknowledges that no such records relate to other customers representation or operations of such party warranty has been made and that in entering into this Agreement, it does not rely on any representation or warranty other than the Program those expressly set forth in this Agreement or to personnel records in Seller' Documents. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN SELLER'S DOCUMENTS, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, AND BUYER HEREBY RELEASES SELLER FROM ALL CLAIMS RELATING TO THE CONDITION OF THE PROPERTY EXCEPT FOR CLAIMS THAT SELLER HAS BREACHED AN EXPRESS WARRANTY SET FORTH IN THIS AGREEMENT OR MADE AN EXPRESS WRITTEN MISREPRESENTATION IN THIS AGREEMENT CONCERNING THE PROPERTY. Seller shall not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals be liable for or bound by any systemic errorverbal or written statements, operational deficiency or material discrepancyrepresentations, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up real estate broker's information pertaining to the amount Property furnished by any real estate broker, agent, employee, servant or any other person unless the same are specifically set forth in this Agreement or in Seller' Documents. The provisions of this paragraph shall survive the closing. All representations and warranties of Seller concerning the Property shall expire and be null and void as of the impact first anniversary of such error the Closing Date ("Termination Date"). Buyer shall not be permitted to commence a legal claim based on the above representations and warranties on or adjustmentafter the Termination Date, time being of the essence.

Audit. In addition to the provisions of Clause 8.2(b)(ix) the following shall apply: (a) Once a year or at any time that a party disputes all reasonable times, the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”)Operating Committee shall permit and/or, subject to this Section 14.1(b)(c) below, at its sole cost and expense and upon reasonable prior notice shall permit independent auditors designated by the Operating Commitee or by one or more of the Participants, or auditors designated by a Participant to have access to the other party (the “Audited Party”)Facilities'and contractors’ offices and work locations to examine, may conduct an audit of those reproduce and retain relevant copies of the Audited Party’s books, accounts and records that are under only as required by generally accepted accounting practices or law and to interview the control and/or direction Operator's and contractors’ personnel in connection therewith. In respect of audits initiated by any of the Audited Party and relate to the Program or can be reasonably segregated. Such audit Participants, such audits shall be conducted during normal business hours in compliance with the Core Principles. All audits should be preceded by each auditor signing a confidentiality agreement in accordance with generally accepted auditing standards the Core Principles. The Operating Committee shall be promptly provided with the relevant findings of the audit report in accordance with the Core Principles. It shall be the responsibility of the Operator or the General Manager to initiate and coordinate the auditing party shall employ such reasonable procedures and methods as necessary and appropriate required corrective action recommended in the circumstances, minimizing interference audit findings and to provide the Operating Committee with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel a report within [six (6) months] [Amend if different] of receipt of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsaudit findings. (b) In the event that an audit performed pursuant Operator or the General Manager shall reply to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs points raised in connection with conducting an audit, within three (3) months of the completion of the audit and, if in the reasonable opinion of the Operating Committee errors or deficiencies are identified, take prompt corrective action; any unresolved issues arising from the audit, upon which an auditor and the Operator or the General Manager are unable to agree, shall be submitted to the Operating Committee for resolution; (c) the Operating Committee and the Operator or the General Manager shall use all reasonable endeavours to obtain audit rights over all contractors providing services, but particularly over contractors providing services such as waste management, transportation and/or disposal services to the Facilities; the Operator or the General Manager, if requested, shall be instructed to provide any Participant with copies of any audit reports obtained from a contractor; (d) any errors or omissions found within the accounts and agreed between the independent auditor and the Operating Committee or the Operator or the General Manager shall be rectified promptly within the accounts ; (e) subject to (a) above, any Participant seeking to have an audit conducted with respect to any aspect of the Joint Venture, shall endeavour to give not less than two (2) weeks’ notice of such audit up to the amount Operator or the General Manager to enable the Operator or the General Manager to have appropriate personnel and documentation available; (f) the provisions of this Clause shall be applicable during the term of this Agreement and for a period of three (3) years thereafter; (g) representatives of the impact Participants shall be allowed free access to the Facilities at any reasonable time, and be supplied with such information as they may reasonably request, for the purpose of conducting an audit of the operation, maintenance and HSSE performance of the Facilities provided that such error access and information applies to the operation, maintenance and HSSE performance of the Facilities as a whole or adjustmentit is not possible to identify information about individual Participants or Throughputters (unless the information relates only to the Participant requesting the information). All such visits should be preceded by each representative signing a confidentiality agreement in accordance with the Core Principles.

Audit. (a) Once a year 4.6.1 SONIM shall maintain full and accurate records of all licensed activities sufficient for the appointed representative to ensure compliance with the licence terms and check the accuracy of royalty amounts due and paid. This duty shall extend to all parties related to SONIM, its Affiliates, any sub-contractors and other relevant parties. 4.6.2 SONIM shall permit an authorised representative appointed by NOKIA, who is an appropriately qualified accountant or at any time that a party disputes the amount of any material monies owed by either party auditor, to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct carry out an audit of those of the Audited Party’s records to ensure that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference SONIM is complying with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes terms of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection Agreement with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up respect to the amount of royalty due to NOKIA under this Agreement. 4.6.3 SONIM shall provide the impact representative such accounts, information, documentation (including, but not limited to, SONIM’s consolidated audited accounts, books and records and covering details of such error all Licensed Products including manufacturing records) and explanations as the representative shall require, to satisfy the representative that the provisions of this Agreement with respect to royalties due are being complied with. The representative shall be provided access to staff and to facilities and premises (i) where the royalties are calculated and where the back up royalty and other related information (as detailed in this paragraph) is held and (ii) where they believe licensed activities may be taking place including Affiliates, sub-contractors and other related parties. Patent License Agreement dated 23rd September 2008 between NOKIA and SONIM TECHNOLOGIES 4.6.4 The representative shall have the right to take copies and extracts of documents relevant for the purposes of the audit. 4.6.5 Such audit will not take place more than once every year and shall be restricted to a period not more than [***] preceding the notice given for the audit. 4.6.6 Such duties as set out above, in full shall extend to all Affiliates, and any sub-contractor or adjustmentother relevant party who have been granted rights under the Licence. 4.6.7 The fees and expenses of the representative will be borne by NOKIA. If the audit discloses an underpayment to the NOKIA of [***] of the amount due in the period of audit, SONIM will promptly on demand reimburse NOKIA the fees and costs of the representative and the reasonable costs incurred by NOKIA in respect of the audit. 4.6.8 NOKIA will have the right and SONIM agrees to have the audit commence within [***] of the NOKIA giving notice to this effect. 4.6.9 The auditor will provide a report of the results of their audit and the basis of their findings. The report will be provided to SONIM for its comments in advance of being forwarded to NOKIA. 4.6.10 Any [***], including but not limited to [***], shall as of said date entitle [***] to (i) [***], and/or (ii) [***]. The rights and licenses granted [***] for the purpose of this Section 4.6.10. [***] shall include, but not be limited to [***].

Audit. (a) Once a year Not more than once per year, or at any time a Party has a reasonable, good faith belief that a party disputes the amount of any material monies owed by either party to the other hereunderParty has materially breached this Agreement, such party or (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (iwith respect to this Agreement) the Umbrella Secrecy Agreement, and provides written notice to such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents other Party as well as detailed documentation or other evidence of such party alleged breach, upon thirty (30) days’ advance written notice, such first Party may cause an independent Third Party auditor that is reasonably acceptable to the audited Party and subject to written confidentiality obligations that are reasonably acceptable to the audited Party to audit, during regular business hours and in a manner that complies with the reasonable building and security requirements of the audited Party and its Affiliates, the books, records and facilities of such audited Party and its Affiliates to the extent reasonably necessary to determine such audited Party’s and its Affiliates’ compliance with this Agreement or (to the extent with respect to this Agreement) the Umbrella Secrecy Agreement. Any audit conducted under this Section 2.12 shall not interfere unreasonably with the operations of such audited Party or any of its affiliates, operating budgets Affiliates. The Party requesting the audit shall pay the costs of conducting such audit; provided that if such audit reveals a material breach of this Agreement or (unless such records relate solely to the Programextent with respect to this Agreement), management reviews the Umbrella Secrecy Agreement, the audited Party shall pay all such costs. Upon conclusion of the audit, the Third Party auditor shall furnish to both Parties a report stating only its findings during such audit as to whether or employee recordsnot the audited Party is in compliance with this Agreement, and (iv) if such records relate audit has revealed a breach, shall include no more information than is reasonably necessary to other customers provide the basis for such finding. All information learned or operations obtained from such audit shall be deemed Confidential Information for purposes of such party other than this Agreement. Notwithstanding anything to the Program or to personnel records not normally disclosed contrary in connection with audits. (b) In this Section, the event audited Party may require that an the Third Party conducting the audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, 2.12 be accompanied by the Audited Party shall correct such error, make any necessary adjustments audited Party’s (and in addition pay for the Auditing Partycase of an audit of its Affiliates or Sublicensees, its Affiliate’s costs in connection or its Sublicensee’s, respectively) representatives at all times during such audit. For clarity, Licensee shall cause its Affiliates that are Sublicensees to comply with conducting such audit up to the amount of the impact of such error or adjustmentthis Section 2.12.

Audit. The Head of the Secretariat will remain within MoJ arrangements for internal and external audit. IMBs do not directly employ any staff. IMBs are provided with the services of a clerk (athe terms of which are governed by separate agreements with HMPPS and the Home Office) Once a year or at any time and they receive central support from the Secretariat. The Secretariat is subject to MoJ pay and conditions (including issues relating to pensions, redundancy and compensation) and policies in relation to the management of staff. Subject to its delegated authorities, the Head of the Secretariat will ensure that a party disputes the amount creation of any material monies owed by either party additional posts does not incur forward commitments that will exceed its ability to pay for them. A number of support functions will be provided to the other hereunderIMBs by the MoJ. Such functions will generally include: Information and Communications Technology (ICT) Human Resources Finance Facilities Procurement Legal services Digital services Estates Information assurance Data incident handling (for significant incidents involving personal data) Some of these support functions, such party (for example, facilities, estates and ICT, will include the “Auditing Party”)management of aspects of risk on behalf of the IMBs, subject to this Section 14.1(b)notably fire safety and security risk management. Where complaints are received about the IMBs or matters within their remit, at its sole cost and expense and upon reasonable prior notice the MoJ will refer these to the other party (National Chair to deal with. Complaints about the “Audited Party”), may personal conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program National Chair or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records those relating to the Program held sponsorship or mandate of the MoJ will be considered by persons performing services in connection with the Program responsible Minister. If the responsible Minister decides the complaint should be investigated, he will appoint a Civil Servant from another part of MoJ to investigate the issues and make recommendations to him about the complaint resolution. The National Chair will manage any litigation arising from IMBs’ operational activities, involving the Government Legal Department and other officials, including the sponsorship team, at the Auditing Party’s requestearliest appropriate stage. Notwithstanding The sponsor will also inform the generality National Chair as soon as they are aware of litigation or potential litigation in relation to the Department which makes specific reference to the work of the foregoingIMBs or an IMB. Where the National Chair chooses to seek legal advice independent of MoJ, however, an Audited Party shall not this will normally be required to provide access to records to sought from elsewhere within the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsGovernment Legal Department. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. Where required by EU Data Protection Law, Commotion will allow Client (a) Once directly or through a year or at any time that a third-party disputes the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), auditor subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice written confidentiality obligations) to the other party (the “Audited Party”), may conduct an audit of those Commotion’s procedures relevant to the protection of Client Personal Data to verify Commotion’s compliance with its obligations under this DPA. Any audit conducted under this DPA shall consist of examination of the Audited Party’s records most recent reports, certificates and/or extracts prepared by an independent auditor mutually agreed upon by the parties bound by confidentiality provisions similar to those set out in the Agreement. In the event that are under the control and/or direction provision of the Audited Party and relate same is not sufficient under EU Data Protection Law, the Client may at its own expense conduct a more extensive audit which will be: (a) limited in scope to matters specific to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours Client and agreed in accordance advance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits.Commotion; (b) In the event that carried out during US local business hours and upon reasonable notice which shall be not less than 30 days unless an identifiable material issue has arisen; and (a) conducted in a way which does not interfere with Commotion’s day-to-day business; (b) undertaken no more than once in any 12-month period, except where required by a competent Supervisory Authority or where an audit performed is required due to a Client Personal Data Breach. To that end and before the commencement of any such audit, Client and Commotion shall mutually agree upon the audit’s participants, schedule and scope, which shall in no event permit Client or its third-party auditor to access the Services' hosting sites, underlying systems or infrastructure. Representatives of Client performing an audit shall protect the confidentiality of all information obtained through such audits in accordance with the Agreement, may be required to execute an enhanced mutually agreeable nondisclosure agreement and shall abide by Commotion’s security policies while on Commotion’s premises. Upon completion of an audit, Client agrees to promptly furnish to Commotion any written audit report or, if no written report is prepared, to promptly notify Commotion of any non-compliance discovered during the course of the audit. If identified, Commotion will remedy any material deficiency pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party its applicable policy. Client shall correct such error, make any necessary adjustments and in addition pay reimburse Commotion for the Auditing Party’s costs its time expended in connection with conducting such an audit up at Commotion’s then-current professional service rates, which shall be made available to Client upon request and shall be reasonable taking into account the amount of the impact of such error or adjustmenttime and effort required by Commotion.

Audit. (a) Once a year 34.1 The SERVICE PROVIDER shall document, implement and comply with processes required in connection with this Contract and keep or at any time that a party disputes the amount of any material monies owed by either party cause to the other hereunderbe kept full and accurate Records, such party that the CUSTOMER (or its authorised agents) may verify that the “Auditing Party”), subject to this Section 14.1(b), at SERVICE PROVIDER (including its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services subcontractors used in connection with the Program at the Auditing Party’s request. Notwithstanding the generality provision of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (iOrdered Services) such access has complied and is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party complying with its obligations under or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments Contract and in addition pay this regard the SERVICE PROVIDER shall grant to or procure for the Auditing Party’s costs CUSTOMER (and its authorised agents) the right of reasonable access to any Records, premises, goods and services used by the SERVICE PROVIDER (including its subcontractors used in connection with conducting the provision of the Ordered Services) in the provision of the Ordered Services and provide or procure the provision of reasonable assistance at all times to facilitate the same. The CUSTOMER shall use reasonable endeavours to cause the minimum amount of disruption in connection with any such audit up and to comply with building regulations and security requirements of the SERVICE PROVIDER and such subcontractors whilst on its and their premises. 34.2 If any audit under or in connection with this Contract reveals any non-compliance or if the CUSTOMER or its authorised agents are prevented by the SERVICE PROVIDER from conducting any audit contemplated by this Clause 34 then the CUSTOMER shall be entitled to exercise any or all of the options set out in Clause 34.3. 34.3 Subject to Clause 34.2 the CUSTOMER shall be entitled to: 34.3.1 elect that the costs of any such audit or efforts to conduct the same shall be recharged to and paid by the SERVICE PROVIDER forthwith; 34.3.2 elect that the SERVICE PROVIDER remedies such non-compliance forthwith, at its own expense; 34.3.3 elect that all loss, damage, costs and expenses suffered by the CUSTOMER and arising out of or connected with a breach of this Contract and discovered as a result of any such audit including but not limited to: 34.3.3.1 the CUSTOMER’s costs incurred in connection with any re-procurement; and 34.3.3.2 any charges payable to any alternative supplier engaged following any such re-procurement as a result of any such breach be recharged to and paid by the SERVICE PROVIDER forthwith; 34.3.4 suspend the Ordered Services by service of notice to the amount SERVICE PROVIDER, such suspension to take effect as of the impact date specified in such notice; and 34.3.5 serve notice to the SERVICE PROVIDER that the Ordered Services shall not have been chargeable for the period from the date such notice of non- compliance is given until it is remedied to the reasonable satisfaction of the CUSTOMER save that should it be resolved pursuant to the provisions of the Dispute Resolution Procedure that there was no such error or adjustmentnon-compliance by the CUSTOMER then the unpaid sum shall be payable within twenty (20) Working Days of an invoice being received and correctly rendered for such unpaid sum. In addition the SERVICE PROVIDER shall be entitled to levy interest on such unpaid sum from the date that it should originally have been paid as though it were a late payment.

Audit. (a) Once a year or at any time that a party disputes 8.1 The contracting authority shall have the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b)right, at its sole cost own cost, to perform yearly inspections of the Service and expense to investigate whether the Administrator or its subcontractor has complied with the contract requirements when pro- viding the Service for the contracting authority. The Administrator commits to assisting the contracting authority in auditing and upon reasonable prior notice is in charge of its own ex- penses. 8.2 The contracting authority shall have the right to commission a third party to perform the audit. However, the auditor commissioned by the contracting party must not be a competitor to the other Administrator concerning the services under audit. The third party (must, prior to the “Audited Party”)audit, may conduct an audit of those commit to mutual confi- dentiality with the contracting parties, at least to the extent required in chap- ter 10 of the Audited Party’s records that are under framework agreement. 8.3 The contracting authority must provide the control and/or direction Administrator with a written notifi- cation of the Audited Party and relate audit at least twenty (20) days prior to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance audit. 8.4 The Administrator commits to cooperation with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in and, unless eminently unreasonable, to providing it with all the circumstances, minimizing interference with material requested for the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate inspection by the Auditing Party’s reviewauditor, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party material and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records data relating to the Program held by persons performing services Service provision, however without compromising the information security of the Ad- ministrator’s other clients and other confidential material. In addition, the Administrator shall guarantee the auditing party the right to access premises in connection which the Service is provided as well as to interview personnel involved in providing the Service. 8.5 If the audit reveals deficiencies or defects in the Service, the Administrator must rectify these without delay. 8.6 The right of inspection, as described in [Mistake. Source not found], must also apply to the Administrator’s main subcontractors. The Administrator must secure with its agreements with the Program at main subcontractors that each subcon- tractor is committed to observing the Auditing Party’s requestright to audit according to passage [Mistake. Notwithstanding the generality of the foregoing, however, an Audited Party shall Source not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsfound]. (b) In 8.7 The contracting parties may also agree on using the event that an audit performed pursuant procedure de- scribed in the above passage 7 to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of assess the impact of such error or adjustmentthe project at the end of the project. In this case, the contracting parties shall commit to using the audit results as basis for the payments of return resulting from the possible impact of the Service.

Audit. Purchaser will provide Seller, within five (a5) Once a year or at any time days after the Effective Date, written notice that a party disputes the amount of any material monies owed 3-05 Audit (as defined herein) has been determined by either party Purchaser’s auditor to the other hereunder, such party (the “Auditing Party”), subject be required with respect to this Section 14.1(b)transaction and the basis for such determination. If a 3-05 Audit has been determined to be required, then, at its Purchaser’s sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”)expense, Purchaser’s auditor may conduct an audit as required of those Purchaser pursuant to Rule 3-05 of Securities and Exchange Commission Regulation S-X (the “3-05 Audit”) of the Audited Party’s records that are under the control and/or direction financial statements of the Audited Party Property for the three (3) complete fiscal years immediately preceding the Closing Date and relate the stub period through the Closing Date (the “Covered Audit Period”), and Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such 3-05 Audit. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit the financial statements of the Property, at Purchaser’s expense and, upon Purchaser’s prior written request, Seller shall allow Purchaser’s auditors reasonable access to such books and records maintained by Seller in respect to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards Property and pertaining to the auditing party shall employ such reasonable procedures and methods Covered Audit Period as necessary to conduct such 3-05 Audit, and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party (ii) Seller shall use reasonable commercial efforts to facilitate provide to Purchaser such existing financial information as may be reasonably required by Purchaser and required for Purchaser’s auditors to conduct such 3-05 Audit; provided, however, that the Auditing Party’s review, including making reasonably available ongoing obligations of Seller shall be limited to providing such personnel information or documentation as may be in the possession or control of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provisionSeller, the Audited Party also shall be required Seller’s accountants or Manager, at no cost to provide records relating any of such parties, and in the format that Seller or its accountants or Manager have maintained such information. Seller certifies and represents and warrants to Purchaser that the Program held by persons performing services materials delivered to Purchaser in connection with the Program at the Auditing Party3-05 Audit shall be true and accurate in all material respects and to Seller’s requestknowledge there are no known fraud or material misrepresentations, or material subsequent events not reflected in such materials. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records anything contained in this paragraph to the extent that (i) such access is prohibited by Applicable Lawscontrary, (ii) such records are legally privileged, (iii) such records are company planning documents of such party in no event shall Seller or any of its affiliates, operating budgets (unless Seller’s Affiliates be obligated to disclose any confidential or non-public financial information with respect to any of Seller’s Affiliates or any property of any such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsSeller’s Affiliate. This provision shall survive Closing. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. (a) Once a year or at any time that a party disputes Novartis shall keep, and shall cause its Affiliates and their licensees and sublicensees to keep, for three (3) years from the amount date of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to each payment of royalties under this Section 14.1(b), at its sole cost Agreement complete and expense accurate records of sales of each Drug Product in sufficient detail and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards International Financial Reporting Standards to allow the accurate determination of accrued royalties. Evotec shall keep, and shall cause its Affiliates and their licensees and sublicensees to keep, for three (3) years from the auditing party date of each payment made to or by Evotec under this Agreement complete and accurate records and books of accounts in accordance with International Financial Reporting Standards, and such records and books of accounts shall employ such reasonable procedures contain all data reasonably required to allow the accurate determination of Research Collaboration related expenses, number of FTEs employed, and methods as necessary and appropriate accrued royalties (if any). Each Party shall notify the other in the circumstances, minimizing interference with event that it changes the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records accounting principles pursuant to which its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privilegedmaintained, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsit being understood that only internationally recognized accounting principles may be used. (b) In For the event that purposes of the audit rights described herein, and among the Parties, a Person subject to an audit performed in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights, as defined below, to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.” Each Party may, upon request and at its own expense (except as provided for herein), cause an internationally-recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Auditor”) to audit during ordinary business hours the books and records of the Auditee and the correctness of any payment made or required to be made to or by the Auditee, and any report underlying such payment (or lack thereof) pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancyAgreement, the Audited Party Auditor shall correct enter into an appropriate confidentiality agreement with the Auditee by which the auditor shall keep confidential all information reviewed during such erroraudit. The Auditor shall have the right to disclose to the Audit Rights Holder its conclusions regarding any under-reporting, underpayment, or overcharge by the Auditee. (c) In respect of each audit of the Auditee’s books and records: (i) each Auditee may only be audited once per year, (ii) no records for any given year for a particular Auditee may be audited more than once, (iii) the Audit Rights Holder shall only be entitled to audit books and records of the particular Auditee from the three (3) calendar years prior to the calendar year in which the audit request is made. In order to initiate an audit for a particular calendar year, the Audit Rights Holder must provide written notice to the Auditee of one or more proposed audit dates not less than forty-five (45) calendar days prior to the first proposed audit date. The Auditee shall reasonably accommodate the scheduling of such audit. The Auditee shall provide the Auditor with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. The Auditee shall make its records available for inspection by the Auditor during business hours at such place or places where such records are customarily kept. (d) The audit report and basis for any necessary adjustments determination by an Auditor shall be made available for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Auditor as to matters which the Auditee disputes (to be completed no more than thirty (30) calendar days after the first determination is provided to such Auditee and to be limited to the disputed matters). If the Parties disagree as to such further determination, the Audit Rights Holder and the Auditee shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in addition pay for dispute that shall be binding upon the Auditing Party’s costs Parties, and the Auditee shall bear the accounting fees in connection with conducting such audit up final determination, subject to Section 5.7(e). Such accountants shall not disclose to the amount Audit Rights Holder any information relating to the business of the impact Auditee except that which is properly contained in any report required hereunder or otherwise required to be disclosed to such Party to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If an audit shows any under-reporting, underpayment, or overcharge by any Party, that under-reporting, underpayment or overcharging shall be reported to the other Party and the relevant Party shall remit such error underpayment or adjustmentreimburse such overcompensation (together with interest at the rate of the 3 month USD LIBOR plus two percent (2%) per month with respect to any underpayment or overcharge) to the underpaid or overcharged Party within fifteen (15) calendar days of receiving the audit report. Further, if the audit for an annual period shows an under-reporting, underpayment or an overcharge by any Party in excess of five percent (5%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable out-of-pocket expenses in connection with such audit, which reimbursement shall be made within thirty (30) calendar days of receiving appropriate invoices and other documentation for such audit-related costs.

Audit. ASML agrees to make and keep full and accurate books and records in sufficient detail to enable amounts payable to Zeiss SMT hereunder to be determined. Zeiss SMT shall have the right to appoint an independent accounting firm, reasonably acceptable to ASML (aan "INDEPENDENT AUDITOR"), to audit of the books and records of ASML that pertain to such payments and the basis therefor. On thirty (30) Once days' prior written notice to ASML, but no more than once during any calendar year (unless Zeiss SMT, in good faith, has a year or at concern about specific inaccuracy, in which case an additional audit shall be permitted to address such specific inaccuracy), the Independent Auditor shall have access to the books and records of ASML during normal business hours solely as necessary to confirm compliance with the payment terms of this Agreement. The Independent Auditor shall treat as confidential all information obtained in such audit and shall not disclose the same to any time that a party disputes third party, other than to confirm to Zeiss SMT whether ASML is in compliance with the payment obligations under this Agreement, and if not, the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program excess or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s requestshortfall. Notwithstanding the generality foregoing, in the event (a) that ASML contests the accuracy of the foregoingaudit, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and determines a shortfall in addition pay for the Auditing Party’s costs in connection with conducting such audit up to excess of twenty-five percent (25%) of the amount due, then the Independent Auditor's analysis, results, and conclusions shall, at the option and expense of Zeiss SMT, be provided to outside counsel for Zeiss SMT, on an outside counsel eyes' only basis. Prompt adjustment shall be made to reflect the impact results of such error audit. Nothing contained herein is intended to waive or adjustmentlimit ASML's right to contest the accuracy of any audit, nor to limit any additional audit or other requirements hereof.

Audit. (a) Once a year Seller shall provide to Buyer, at Buyer's expense, copies of, or at any time that a party disputes the amount of any material monies owed by either party shall provide Buyer access to, such operating statements with respect to the other hereunderProperty as may be reasonably requested by Buyer prior to the Closing Date, such party and in the possession or control of Seller, or its accountants, to enable Buyer (the or its Affiliates) to prepare a property level review (“Auditing PartyOperating Statements”). Such information shall include, subject to this Section 14.1(b)if available, at its sole cost an income statement and expense and upon reasonable prior notice to balance sheet data for the other party (the “Audited Party”), may conduct an audit of those Property for a period beginning January 1 of the Audited Party’s records that are under year prior to closing the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregatedacquisition through Closing, if available. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding Without limiting the generality of the foregoing, however(i) Buyer or its designated independent accountant (Ernst and Young or any successor accounting firm) may review Seller's Operating Statements of the Property, an Audited Party at Buyer's expense, and Seller shall provide such documentation, if in Seller’s possession, as Buyer or its accountant may reasonably request in order to perform such review (provided that in each instance where the Buyer may need to access any consolidated records of Seller, Seller shall not be required to provide access any consolidated records other than in redacted form sufficient for the accountant to records verify information contained in the financial statements of the Property; provided, however, that the foregoing obligations of Seller shall be limited to providing such information and documentation as may be in the extent possession of, or reasonably obtainable by, Seller, at no cost to Seller, and in the format that (i) such access is prohibited by Applicable Laws, (ii) Seller have maintained such records are legally privileged, (iii) such and further subject to tenant confidentiality requirements and the limitations regarding verifications in consolidated records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Programdescribed above), management reviews and further, in no event shall Seller be required to deliver to Buyer, or employee recordsallow Buyer access to, and (iv) such records relate any information that Seller deems privileged or proprietary. Furthermore, any information or documentation provided by Seller to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed Buyer pursuant to this Section 14.1 reveals Agreement or otherwise shall be delivered without any systemic errorrepresentations or warranties, operational deficiency including without limitation any representations or material discrepancywarranties as to accuracy or completeness thereof. Buyer shall reimburse Seller on demand for all costs and expenses incurred by Seller in performing its obligations under this Article 24, and such reimbursement obligation shall survive the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount termination of the impact of such error or adjustmentthis Agreement.

Audit. (a) Once a year Vericel shall have the right from time to time during the Term of this Agreement, but not more than [***] (unless (i) otherwise agreed between the Parties or at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this ii) if Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted 3.4(b) below applies) during normal business hours and upon not less than [***] prior notice (unless Section 3.4(b)(iv) applies), to enter and inspect any Facility and any related utilities and/or services used in accordance with generally accepted auditing standards Manufacturing Product in order to carry out a cGMP quality and compliance audit of those parts of the auditing party shall employ Facility involved in or which could have any impact on Manufacture of such reasonable procedures Product (including those used for storing, warehousing and/or testing and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s reviewutilities), including making for the purpose of confirming that no types of product which could reasonably available such personnel be expected to impact the quality of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes Product are being manufactured on site in deviation of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditscGMP. (b) In addition to the event that rights set out in Section 3.4(a), where (i) any audit carried out in accordance with this Section 3.4 has identified any breach of this Agreement, (ii) Vericel has a reasonable basis to suspect a breach of this Agreement, (iii) any previous audit carried out in accordance with this Section 3.4 has identified any major or critical findings, or (iv) if such audit is in response to or following an audit performed pursuant from a regulatory agency, and such audit resulted in a 483 or equivalent citation, then Vericel shall have the right to carry out, upon reasonable prior notice and during normal business hours, follow up compliance audit(s). (c) MediWound shall be solely responsible for ensuring the cGMP compliance status of subcontractors (where such subcontractors are carrying out activities to which cGMP applies) used in relation to the performance of its obligations under this Agreement. 9012190/26 (d) MediWound shall use commercially reasonable efforts to procure the right for Vericel to have the same inspection rights described in this Section 14.1 reveals 3.4 at the premises of any systemic errorsuch subcontractor, operational deficiency or material discrepancyand if unable to procure such rights, the Audited Party shall correct carry out such erroraudits itself and shall report its non-confidential findings to Vericel. (e) The above obligations of MediWound and rights of Vericel shall apply, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up mutatis mutandis, to the amount rights of MediWound and obligations of Vericel with respect to the impact undertaking of Vericel and its Affiliates, Sublicensees and Distributors to comply with the cGMP as applicable to their activities and the related audit rights to ensure such error or adjustmentcompliance.

Audit. (a) Once a year or at any time that a party disputes Novartis shall keep, and shall cause its Affiliates and their licensees and sublicensees to keep, for three (3) years from the amount date of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to each payment of royalties under this Section 14.1(b), at its sole cost Agreement complete and expense accurate records of sales of each Drug Product in sufficient detail and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards International Financial Reporting Standards to allow the accurate determination of accrued royalties. Evotec shall keep, and shall cause its Affiliates and their licensees and sublicensees to keep, for three (3) years from the auditing party date of each payment made to or by Evotec under this Agreement complete and accurate records and books of accounts in accordance with International Financial Reporting Standards, and such records and books of accounts shall employ such reasonable procedures contain all data reasonably required to allow the accurate determination of Research Collaboration related expenses, number of FTEs employed, and methods as necessary and appropriate accrued royalties (if any). Each Party shall notify the other in the circumstances, minimizing interference with event that it changes the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records accounting principles pursuant to which its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privilegedmaintained, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsit being understood that only internationally recognized accounting principles may be used. (b) In For the event that purposes of the audit rights described herein, and among the Parties, a Person subject to an audit performed in any given year will be referred to as the “Auditee” and the other Party who has certain and respective rights, as defined below, to audit the books and records of the Auditee will be referred to as the “Audit Rights Holder.” Each Party may, upon request and at its own expense (except as provided for herein), cause an internationally-recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection), (the “Auditor”) to audit during ordinary business hours the books and records of the Auditee and the correctness of any payment made or required to be made to or by the Auditee, and any report underlying such payment (or lack thereof) pursuant to the terms of this Agreement. Prior to commencing its work pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancyAgreement, the Audited Party Auditor shall correct enter into an appropriate confidentiality agreement with the Auditee by which the auditor shall keep confidential all information reviewed during such erroraudit. The Auditor shall have the right to disclose to the Audit Rights Holder its conclusions regarding any under-reporting, underpayment, or overcharge by the Auditee. (c) In respect of each audit of the Auditee’s books and records: (i) each Auditee may only be audited once per year, (ii) no records for any given year for a particular Auditee may be audited more Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. than once, (iii) the Audit Rights Holder shall only be entitled to audit books and records of the particular Auditee from the three (3) calendar years prior to the calendar year in which the audit request is made. In order to initiate an audit for a particular calendar year, the Audit Rights Holder must provide written notice to the Auditee of one or more proposed audit dates not less than forty-five (45) calendar days prior to the first proposed audit date. The Auditee shall reasonably accommodate the scheduling of such audit. The Auditee shall provide the Auditor with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. The Auditee shall make its records available for inspection by the Auditor during business hours at such place or places where such records are customarily kept. (d) The audit report and basis for any necessary adjustments determination by an Auditor shall be made available for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Auditor as to matters which the Auditee disputes (to be completed no more than thirty (30) calendar days after the first determination is provided to such Auditee and to be limited to the disputed matters). If the Parties disagree as to such further determination, the Audit Rights Holder and the Auditee shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in addition pay for dispute that shall be binding upon the Auditing Party’s costs Parties, and the Auditee shall bear the accounting fees in connection with conducting such audit up final determination, subject to Section 5.7(e). Such accountants shall not disclose to the amount Audit Rights Holder any information relating to the business of the impact Auditee except that which is properly contained in any report required hereunder or otherwise required to be disclosed to such Party to the extent necessary to verify the payments required to be made pursuant to the terms of this Agreement. (e) If an audit shows any under-reporting, underpayment, or overcharge by any Party, that under-reporting, underpayment or overcharging shall be reported to the other Party and the relevant Party shall remit such error underpayment or adjustmentreimburse such overcompensation (together with interest at the rate of the 3 month USD LIBOR plus two percent (2%) per month with respect to any underpayment or overcharge) to the underpaid or overcharged Party within fifteen (15) calendar days of receiving the audit report. Further, if the audit for an annual period shows an under-reporting, underpayment or an overcharge by any Party in excess of five percent (5%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its respective audit fees and reasonable out-of-pocket expenses in connection with such audit, which reimbursement shall be made within thirty (30) calendar days of receiving appropriate invoices and other documentation for such audit-related costs.

Audit. (a) Once a year or at any time that a party disputes Crown shall have the amount of any material monies owed by either party right to the other hereunderrequest to review, such party (the “Auditing Party”), subject to this Section 14.1(b), and Metawave shall make available at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted office during normal business hours hours, after reasonable advance request, any Metawave sales agreement for the Products and Ancillary Products and related books and records (collectively, the "Sales Documents") to confirm Metawave's compliance with Crown's preferential rights as set forth in accordance with generally accepted auditing standards this Agreement; provided, however, that Metawave can redact from the Sales Documents any information that may identify a customer or that is not relevant to the subject matter of the audit, provided that Metawave shall provide a brief list and description of the sections and topics so redacted. To the extent there are any discrepancies between Crown's preferential rights under this Agreement and the auditing provisions of other Sales Documents, the Parties shall meet in an attempt to resolve such discrepancies. To the extent that such matters cannot be resolved within a reasonable period of time, Crown shall have the right to request an independent review by a public accountancy firm not otherwise affiliated or engaged by Crown (of Crown's selection) of the Sales Documents to verify Metawave's compliance with the terms of this Agreement. In the alternative, Crown may elect to use an independent party who has expertise in telecommunications equipment sales, for such a review. Such independent party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstancesnot be an employee, minimizing interference with the Audited Party’s normal business operationsformer employee, contractor or affiliate of either company. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also reviewer shall be required to sign a Non-Disclosure Agreement and shall be provided with the Sales Documents. Following a review of the Sales Documents, the reviewer shall provide Crown and Metawave with an assessment of whether any Sales Documents for the Products or Ancillary Products, contain terms that contravene Crown's preferential rights under this Agreement. In the event that the independent reviewer determines that the terms in the Sales Documents are more favorable or contravene the preferential terms of this Agreement, then Metawave shall pay all expenses associated with the independent review. In the event that the independent review does not determine that any Sales Document contravenes the preferential terms of this Agreement, then Crown shall pay all costs associated with the independent review. If this Agreement is completely or partially terminated, the records relating to the Program held by persons performing services in connection work terminated shall be made available to Crown for two (2) years after such termination, subject to applicable law and Metawav's written corporate document retention policies. Crown shall be able to exercise its audit rights hereunder with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required respect to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, Section 8.6 of this Agreement at any time and (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to Crown's other customers or operations of such party other than the Program or to personnel records not normally disclosed preferential rights under this Agreement once in connection with auditsa given calendar year. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. (a) Once a year or at any time that a party disputes During the amount performance of any material monies owed by either party the Agreement, the OIE reserves the right to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those the project up to a maximum of two (2) times per contractual year, at its own expense and under its responsibility to check the compliance with the provisions of the Audited Party’s records that are under Agreement, in terms of: compliance with the control and/or direction security policies, quality of service, maintenance of appropriate security measures, in particular to ensure the protection of the Audited Party integrity and relate confidentiality of the OIE’s data, compliance with the regulations on the protection of personal data which include the GDPR. This audit is notified by the OIE to the Program or can Service Provider by registered letter with acknowledgement of receipt detailing the documents requested and, where applicable, the protocol that will be reasonably segregatedcarried out, the methods used and the data audited, thirty (30) working days before the planned date of its implementation. Such The Parties expressly agree that, insofar as this is possible, an audit of the documents shall be preferred and that an on-site audit shall be conducted during normal business hours in accordance scheduled if the elements made available by the Service Provider do not prove sufficient to demonstrate compliance with generally accepted auditing standards its obligations under this clause. The audit may be carried out by the OIE or by a third party designated by the OIE. The audit results will be the subject of a contradictory debate and validation by the auditing party shall employ such reasonable procedures and methods as necessary and appropriate Parties. If the results of the audit reveal any non-compliance in the circumstancesperformance of the Services covered by this Agreement, minimizing interference the Service Provider shall implement corrective actions within a period to be agreed between the Parties and, the costs of the audit will be borne by the Service Provider, without prejudice to the additional rights of the OIE to claim damages and/or to terminate the Agreement. Without prejudice to the OIE’s right to carry out an audit, the Service Provider must regularly check the conformity and sufficiency of the technical and organisational security measures put in place and be able to demonstrate their application and effectiveness, as well as compliance with the Audited Party’s normal business operationssecurity policies by subjecting its information systems to regular tests and audits carried out by independent third parties. The Audited Party shall use reasonable commercial efforts Service Provider will report the results of these tests and audits to facilitate the Auditing Party’s reviewOIE, including making reasonably available such personnel producing a copy of the Audited Party to assist test and audit report, if requested by the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsOIE. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. Purchaser has advised Seller that, after Closing, Purchaser must cause to be prepared up to three (a3) Once a year or at any time that a party disputes the amount years of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those audited financial statements in respect of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours Portfolio in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference compliance with the Audited Party’s normal business operationspolicies of Purchaser and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. The Audited Party Seller shall use reasonable commercial efforts to facilitate the Auditing Party’s reviewprovide to Purchaser, including making reasonably or make available to Purchaser at Seller's principal office in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, such personnel of the Audited Party information as Seller has in its possession as Purchaser or its auditors may require to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain prepare such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, audited financial statements; provided however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited all obligations of Seller under this subsection (f) shall be limited by Applicable Laws, the provisions of SECTIONS 33 AND 36 hereof; (ii) such records are legally privileged, Seller's reasonable efforts shall be at no cost to Seller; and (iii) Seller shall only be obligated to provide to Purchaser Seller's accounting information at the Project level, and shall not be obligated to provide any information concerning Seller's capital structure or debt or any Proprietary Information (as defined below). In addition to the foregoing, Seller agrees to cooperate with Purchaser in obtaining financial information from Tenants of all Projects except Southwest, it being understood and agreed that Tenants may be under no obligation to provide such records are company planning documents information pursuant to their respective Leases, and Seller's cooperation shall be limited to requesting such information from Tenants. Seller agrees that Purchaser and/or its auditors shall have the right to communicate with ORE IV to request assistance in the preparation of the audited financial statements. Seller further agrees to use reasonable efforts to cooperate with Purchaser's auditors in the preparation of such party or any audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing for a period of its affiliates, operating budgets ninety (unless such records relate solely 90) days). In furtherance of the foregoing obligations of Seller and subject to the Programlimitations contained in this SUBSECTION (F), management reviews or employee recordsSeller shall, during normal business hours, and upon at least two (iv2) business days' prior notice, allow Purchaser's auditors reasonable access to such books and records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. maintained by Seller (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount Seller's manager of the impact of Southwest Project) as necessary to prepare such error or adjustmentaudited financial statements.

Audit. (ai) Once a During the Term and for one (1) year or at thereafter, Network shall maintain accurate and complete books and records in accordance with generally accepted accounting principles and practices that shall contain sufficient information to enable an auditor to verify, for the period under audit, Network's Advertising Revenue, Network's Transactional Revenue, the Affiliate Advertising Share, the Affiliate Transactional Share and the accuracy of the amounts paid by Network to Affiliate hereunder (collectively, the "REVENUE SHARE RECORDS"). Upon not less than thirty (30) days' prior written notice and not more than once in any time that a party disputes calendar year, Affiliate shall have the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b)right, at its sole cost and expense expense, during the Term and upon reasonable prior notice for one (1) year thereafter, to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted examine during normal business hours in accordance with generally accepted auditing standards the books and records of Network for up to the prior calendar year and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records then-current calendar year solely to the extent that (i) such access is prohibited by Applicable Laws, necessary to verify the Revenue Share Records. (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an Any audit performed conducted pursuant to this Section 14.1 reveals any systemic error7(d) shall be conducted by an independent public accounting firm or an independent auditing firm designated by Affiliate ("AUDITOR"). Any such audit shall be subject to the confidentiality provisions of Section 12, operational deficiency or material discrepancyand the Auditor shall execute, in advance, a confidentiality agreement that obligates it to maintain the confidentiality of the terms of this Agreement and the information acquired during the course of the audit. (iii) If, as a result of an audit conducted pursuant to this Section 7(d), the Audited Party Auditor determines that Network has fully complied with its obligations pertaining to the Revenue Share Records provided by Network hereunder, then the Auditor shall correct promptly provide written notice to the parties stating that Network has so complied and shall not disclose any information acquired during the course of the audit. If, as a result of an audit, the Auditor determines that Network has failed to comply with its obligations pertaining to the Revenue Share Records, and which has caused an underpayment to Affiliate of greater than 5% of the aggregate monies otherwise due Affiliate hereunder, then the Auditor shall promptly provide written notice to the parties stating that Network may not have complied with all of its obligations. Once such errornotice is received, make the Network shall authorize the Auditor to provide to Affiliate only that limited information acquired during the course of the audit as is necessary for Affiliate to pursue its claim or claims related to Network's perceived non-compliance with its obligations pertaining to the Revenue Share Records provided by Network hereunder. Under no circumstances, other than the limited circumstance set forth in the previous sentence, shall any necessary adjustments information acquired during the course of the audit be disclosed to Affiliate by the Auditor. Any information disclosed to Affiliate by the Auditor shall be subject to the confidentiality provisions herein, shall not be disclosed to any parties other than those that require the information in order to pursue claims as described in this Section 7(d)(iii), and shall not be used for any purpose other than the audit and Affiliate's pursuit of its claims as described in addition pay this Section 7(d)(iii). Both Network and Affiliate shall use good faith efforts to resolve any claim or claims arising from an audit conducted pursuant to this Section 7(d). (iv) Any claim by Affiliate with respect to amounts owing by Network, which must relate to the then-current calendar year or the immediately preceding calendar year, must be made within the earlier of three (3) months after the Auditor provides Affiliate the results of the audit, or twelve (12) months after the close of the earliest month that is the subject of a claim, or Affiliate will be deemed to have waived its right, whether known or unknown, to collect any shortfalls from Network for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustmentperiod(s) audited.

Audit. (a) Once During the Term and for a year or at any time that a party disputes period of six years after the amount of any material monies owed by either party to Termination Date, the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), Authority may conduct an audit for the following purposes: to verify the accuracy of those of the Audited Party’s records that are under the control and/or direction of the Audited Party Charges (and relate proposed or actual variations to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours them in accordance with generally accepted auditing standards and this agreement) and/or the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, costs of all suppliers (including making reasonably available such personnel Sub-Contractors) of the Audited Party Services; to assist review the Auditing Party as reasonably requested. The Audited Party shall deliver integrity, confidentiality and security of any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records data relating to the Program held Authority or any service users; to review the Service Provider's compliance with the DPA, the FOIA and any other legislation applicable to the Services; to review any records created during and in relation to the provision of the Services; to review any books of account kept by persons performing services the Service Provider in connection with the Program at the Auditing Party’s request. Notwithstanding the generality provision of the foregoingServices; to verify the accuracy and completeness of the Management Reports delivered or required by this agreement. The Authority shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Service Provider or delay the provision of the Services. Subject to the Authority's obligations of confidentiality, howeverthe Service Provider shall on demand provide the Authority and any relevant regulatory body (and/or their agents or representatives) with all reasonable co-operation and assistance in relation to each audit, including: all information requested by the above persons within the permitted scope of the audit; reasonable access to any sites controlled by the Service Provider and to any equipment used (whether exclusively or non-exclusively) in the performance of the Services; and access to the Service Provider's Personnel. The Authority shall endeavour to (but is not obliged to) provide at least 10 Working Days notice of its or, where possible, a regulatory body's, intention to conduct an Audited Party audit. The parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material failure to perform its obligations under this agreement in any material manner by the Service Provider in which case the Service Provider shall reimburse the Authority for all the Authority's reasonable costs incurred in the course of the audit. If an audit identifies that: the Service Provider has failed to perform its obligations under this agreement in any material manner, the parties shall agree and implement a remedial plan. If the Service Provider's failure relates to a failure to provide any information to the Authority about the Charges, proposed Charges or the Service Provider's costs, then the remedial plan shall include a requirement for the provision of all such information; the Authority has overpaid any Charges, the Service Provider shall pay to the Authority the amount overpaid within 10 Working Days of receipt of a written demand from the Authority for the repayment of the sum due. The Authority may deduct the relevant amount from the Charges if the Service Provider fails to make this payment; and the Authority has underpaid any Charges, the Authority shall pay to the Service Provider the amount of the under-payment less the cost of audit incurred by the Authority if this was due to a default by the Service Provider in relation to invoicing within 10 Working Days of receipt of a written demand from the Service Provider for payment of the sum due. Intellectual property In the absence of prior written agreement by the Authority to the contrary, all Intellectual Property created by the Service Provider or any employee, agent or subcontractor of the Service Provider: in the course of performing and in relation to the Services; or exclusively for the purpose of performing the Services, shall vest in the Authority on creation. In respect of the Intellectual Property arising under clause 28.1 the Authority hereby grants the Service Provider a non-exclusive, royalty free, worldwide licence to use any know how or ideas developed by the Service Provider in work that the Service Provider undertakes for its other clients provided that the Service Provider will honour its obligations in this contract regarding data protection and confidentiality. Clause 28.1 shall not be apply to any pre-existing intellectual property that the Service Provider owns or has had licensed to it and which is required to provide access allow the Service Provider to records perform the Services. The Service Provider hereby warrants to the Authority that the use of such background Intellectual Property by the Service Provider will not infringe any third party rights. To the extent necessary the Service Provider hereby grants the Authority a perpetual, non-exclusive, royalty free, worldwide licence or sub licence of such intellectual property and warrants that in the case of a sub-licence the terms of its licence permit the Service Provider to enter into such a sub-licence with the Authority. Subject to the limit in clause 22.4 and to the Authority being obliged to prove and also to mitigate the losses it seeks to recover the Service Provider shall indemnify the Authority against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the availability of the Services, except to the extent that (i) such access is prohibited they have been caused by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely contributed to by the Program), management reviews Authority's acts or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsomissions. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. (a) Once a year or ABG’s acceptance of any payment and/or any Statement pursuant to this Agreement shall not preclude ABG from questioning the correctness thereof at any time that or exercising any of its rights related thereto. PAPA JOHN’S shall keep appropriate books of accounts and records with respect to its manufacture, sale, distribution and of SAR Co-Branded Products (“Books & Records”). PAPA JOHN’S shall maintain such Books & Records throughout the SAR Term, and for a party disputes period of three (3) years following the amount expiration or termination of any material monies owed by either party to the other hereunder, such party SAR Term (the “Auditing PartyRetention Period”). ABG, or a third party designated by ABG (ABG and such third party being defined, for purposes of this Section, as an “Auditor”), subject shall have the right to this Section 14.1(b)inspect and copy the Books & Records insofar as they relate to the computation of the SAR Royalty, at its sole cost and expense other amounts payable to ABG, and PAPA JOHN’S hereby agrees to cooperate with the Auditor, to the best of PAPA JOHN’S’s ability, in connection therewith. ABG and/or such Auditor shall be permitted to inspect such Books & Records no more frequently than one (1) time during any twelve (12) month period, upon reasonable prior written notice to PAPA JOHN’S. If any such inspection reveals a discrepancy in the other party amount paid to ABG equal to five percent (the “Audited Party”), may conduct an audit of those 5%) or more of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate amount payable to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary ABG hereunder for the Auditing Party to obtain such records from any person maintaining records period in question, then PAPA JOHN’S shall also reimburse ABG for the Audited Party and reasonable costs of such audit. In any event, PAPA JOHN’S shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be make all payments required to provide records relating be made to eliminate any discrepancy revealed by any such inspection within thirty (30) days after ABG’s demand therefor. Interest, compounded monthly, at the Program held by persons performing services rate of one percent (1%) per month (or, if not legally permissible, then at the then maximum legal interest rate) shall accrue on any amount due to ABG from and after the date upon which said payment is due until the date payment is actually received, whether said late payment was discovered in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustmentotherwise.

Audit. 11.1 The Parties acknowledge and agree that the Provider (also by means of its consultant) shall be entitled to carry out, at its own expenses, inspections at the Site of the Contracting Party and its Group companies in order to verify as follows: a) Once a year or at any time that a party disputes the amount of any material monies owed Reports sent by either party the Contracting Party, and other documents relevant to the Contract duly reflect the actual use of the Market Data; b) the conformity of the actual use of Market Data and of those documents with the provisions of this Contract; c) compliance with the Intellectual Property Rights of the Provider, in accordance with the Contract; d) the correct use of passwords and identification codes, in accordance with the Contract; e) any other hereunder, such party aspect relating to compliance with the provisions of this Contract. 11.2 The Provider and/or consultants appointed by the same may conduct the audit for a period of 18 (eighteen) months following the termination of this Contract for any reason. 11.3 The Contracting Party shall maintain accurate and updated evidence relating to the use of Market Data for a period of not less than 5 (five) years. Such evidence shall enable to demonstrate compliance with the provisions of this Contract and identify the sums due to the Provider. The documentation shall be made available to the Provider at its request. 11.4 The Provider may access the Site in order to perform the Audit provided that: (i) it submits to the Contracting Party a notice of Audit (the “Auditing PartyNotice”) at least 30 working days in advance, with regard to the activities of the Audit ordinary, and at least 60 working days in advance in case of more complex Audit activities (such as, for example, Audits to be conducted at afar Site), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to (ii) the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be Audit is conducted during normal business hours hours. The Contracting Party shall promptly transmit the Notice to the Group companies concerned by the activity of Audit. The Parties agree that the Contracting Party shall inform the Provider no later than 10 (ten) working days following receipt of the Notice, in accordance t case it is not possible to accommodate the Audit at the Site to the above mentioned date and it shall send a communication with generally accepted auditing standards the setting of a date suited for the execution of the Audit (that it will nevertheless take place within 30 working days from the date initially announced) to the Provider. 11.5 Within 30 (thirty) days from the conclusion of the Audit, the Provider will issue and send a report on the auditing party shall employ such reasonable procedures and methods as necessary and appropriate results of its activities (the “Audit Report”) to the Contracting Party. This report may be contested within 60 (sixty) days from its receipt. Failing it, the Audit Report will be considered approved. 11.6 Subject to the provisions of the Article 14, in the circumstances, minimizing interference with event that the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate Group company concerned by the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that Audit (i) such access is prohibited by Applicable Lawsrefuses to host the Audit duly announced, (ii) such records does not allow access to documents or electronic data files that are legally privilegeddeemed relevant by the Provider, or access to technical structures at the Site of the Member, (iii) such records has committed a violation, infraction or irregularity within the meaning of any provision of this Contract, at the closing of the Audit the Provider may allow the continuation of this Contract, but in any case the Contracting Party shall be obliged to pay the Fees which are company planning documents due, the costs of such party or the Audit, as well as the compensation for any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsfurther damage. (b) In 11.7 The Parties acknowledge and agree that the event that an audit performed pursuant to this Section 14.1 reveals any systemic errorinformation collected during the Audit activity shall be deemed Confidential Information, operational deficiency or material discrepancy, as indicated in the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustmentArticle 15.

Audit. (a) Once a year or 14.1 If an audit is imposed on the Authority and/or this Framework Agreement by any Regulatory Body at any time that a party disputes during the amount of Term and the 12 month period following the Term the provisions set out in this Clause 14 shall apply. 14.2 The relevant Regulatory Body (and/or its agents or representatives) may perform any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards this Clause 14. 14.3 There shall be no restriction on the frequency of such audits and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party Authority shall use reasonable commercial efforts endeavours to facilitate procure that the Auditing Party’s reviewrelevant Regulatory Body (or its agents or representatives) shall endeavour, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party but shall not be required obliged, to provide at least 15 Working Days notice of the intention to conduct such audit. 14.4 The Authority shall use reasonable endeavours to procure that the conduct of any such audit does not unreasonably disrupt the Supplier or delay the performance of this Framework Agreement. 14.5 Subject to Clauses 14.6 and 27, the Supplier shall provide the relevant Regulatory Body (and/or its agents or representatives) with all such reasonable co-operation and assistance as is reasonably necessary in relation to any such audit, including provision of: 14.5.1 such relevant information requested by the relevant Regulatory Body (and/or its agents or representatives) within the scope of the audit imposed by the Regulatory Body (provided that the Authority shall use reasonable endeavours to procure that the Regulatory Body shall limit the scope of any audit to the information provided or maintained pursuant to Clause 13 and the verification of such information, with the Supplier acknowledging that the relevant powers of the Regulatory Body cannot be fettered and that the Regulatory Body may request additional information pursuant to this Clause 14.5.1); and 14.5.2 reasonable access to records any site controlled by the Supplier and/or reasonable access to Supplier Personnel, in each case where the scope of the relevant audit cannot be satisfied by the provision of the information provided pursuant to Clause 14.5.1. 14.6 The Parties agree that: 14.6.1 the provision of information by electronic means shall be used to satisfy an audit pursuant to this Clause 14 unless in the relevant Regulatory Body's (or its agent's or representative's) reasonable opinion this will not satisfy the audit requirement; and 14.6.2 where the inspection at any site controlled by the Supplier is required, such inspection shall be subject to the Supplier's then current standard security policies to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely notified to the Program), management reviews relevant Regulatory Body (or employee records, and (ivwhere applicable its agent's or representative's) such records relate to other customers or operations in advance of such party other than the Program or to personnel records not normally disclosed in connection with auditsrelevant inspection. (b) In 14.7 The Supplier shall bear its own costs and expenses incurred in respect of compliance with this Clause 14. 14.8 The Authority shall procure that the event that an relevant Regulatory Body shall bear its own costs and expenses incurred in respect of compliance with this Clause 14. 14.9 Where as a consequence of any audit performed carried out pursuant to this Section 14.1 reveals any systemic errorClause 14 the relevant Regulatory Body (or its agents or representatives) reasonably considers that a re-audit is required, operational deficiency or material discrepancy, the Audited Party shall correct then such error, make any necessary adjustments and re-audit may be carried out in addition pay for the Auditing Party’s costs in connection accordance with conducting such audit up to the amount of the impact of such error or adjustmentthis Clause 14.

Audit. (a) Once ‌ 7 .1 No more frequently than once per calendar year, Aquis shall have the right to audit the Distributor, including any Affiliates, in order to verify compliance with this Agreement. The audit period will be restricted to a maximum of the year or at any time that a party disputes in question and the amount previous year. In normal circumstances Aquis shall give the Distributor one month's advance written notice of the date and likely scope of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such Distributor, provided such audit shall will be conducted during normal business hours hours. Where reasonable, Aquis will notify the Distributor in accordance with generally accepted auditing standards advance of the scope and the auditing documentation to be produced at such audit and all third party auditors shall employ be pre-approved by the Distributor such approval not to be unreasonably withheld. Aquis shall ensure that the staff conducting the audit are suitably qualified and wi l l abi d e by reasonable security procedures and confidentiality requirements prescribed by the Distributor. Fo r th e p urp o s es o f verifying the Fees the Distributor shall (subject to Aquis complying with such reasonable procedures requirements i n rel ati o n to security, confidentiality and methods operational matters as necessary the Distributor or its Affiliates may require): 7 .1 .1 allow Aquis and appropriate its agents and employees, at all reasonable times, on reasonable notice, to have access to, and to inspect: ( a) the Operational Controls and ( b) the Distributor, its Customers’ and Service Providers’ accounts, records and other documents (in the circumstancesboth hard copy and machine readable form), minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records in each case directly relating to the Program held redistribution of the Data. 7 .1 .2 The audit will remain open until Aquis confirms that the audit has been satisfactorily concluded. 7 .2 The Distributor undertakes to provide for such access or inspection in its contracts with its Customers, and to use reasonable endeavours to enforce such contracts in the event Aquis advises the Distributor that a Customer is refusing to permit such access or inspection. 7 .3 Aquis reserves the right to undertake verification visits on less than one month's notice, but nevertheless after giving at least five (5) business days’ advance written notice, if Aquis, on reasonable grounds, suspects material defects or failure are occurring or have occurred. 7 .4 If Aquis’ audit in terms of Clause 7.1 discloses that the Fees paid by persons performing services the Distributor over the period being investigated were over or underpaid the over / under payment will be settled plus interest (if applicable) at a like rate and i n a l i k e manner to that specified in connection Clause 4.1. Interest shall run from a date thirty (30) days after the day on which each relevant report was due. If the fees paid by the Distributor were underpaid by more than ten per cent (10%), the reasonable cost of Aquis’ audit shall be paid by the Distributor. 7 .5 The Distributor will provide to Aquis if applicable, on request, for the duration of this Agreement, access free of charge, at Aquis’ premises to the Distributor's service to one (1) limited functionality license for access to the service for monitoring purposes, subject to Aquis’ signing and compliance with a subscription agreement with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsDistributor. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. 16.1 If a Regulatory Body (ain particular, a Supervisory Authority) Once notifies one of the Party of an audit or other investigation of the Regulatory Body/Supervisory Authority regarding the Registry, the Party first notified shall promptly inform the other Parties of such notification, including the provision of a year or at any time that a party disputes the amount copy of any material monies owed by either party correspondence received from such Regulatory Body/Supervisory Authority with respect to the audit or investigation and provide the other Parties with the audit response or any other comment received immediately upon receipt. In that event, the Parties undertake to facilitate access to the operating environments for these Regulatory Bodies/Supervisory Authorities and to cooperate fully with each other. The audited Party undertakes not to communicate any information directly to the said authorities without having obtained the prior written consent of the other Party, except in the case of imperative legal or regulatory provisions. For the purposes of the control, the audited Party undertakes to communicate without delay to the other hereunderParty all the elements that will be requested from it on this occasion on the medium required by the said authorities. 16.2 Subject to ten (10) working days' notice, such party (the “Auditing Party”)Coordinator reserves the right to carry out any verification that it deems useful to ascertain the HCP’s compliance with its obligations under the Agreement, subject in particular by means of an audit or control inspection. The HCP undertakes to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice respond to the other Coordinator's requests for audits and inspections carried out by the Coordinator itself or by a trusted third party (that it has selected. In this respect, the “Audited Party”), may conduct an audit of those HCP shall provide the Coordinator with the necessary documentation to demonstrate compliance with all its obligations under this Agreement and shall make sure that the Users of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can Registry will be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operationsmade available for questions. The Audited Party shall use reasonable commercial efforts HCP undertakes to cooperate in good faith with any auditor so appointed. It will facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party auditors' access to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably information or other element useful for the proper conduct of the audit mission and will facilitate its mission in particular by answering any questions and granting it access to all the tools and means necessary for the Auditing Party to obtain such records from any person maintaining records for audit. If the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality conclusions of the foregoing, however, an Audited Party shall not be required to provide access to records to audit show that the extent that HCP is in breach of its contractual obligations (i) such access is prohibited the corrective measures will be studied by Applicable Lawsthe Parties, which will decide on the appropriate follow- up and any corrective measures to be implemented, at no additional cost, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely the audit costs will be borne by the breaching HCP. The Coordinator shall not have the right to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other conduct more than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting one such audit up to the amount of the impact of such error or adjustmentin any twelve (12)-month period.

Audit. (a) Once a year or at any time that a party disputes Either Party may audit the amount books and records of any material monies owed by either party to the other hereunder, such party (for the “Auditing Party”), subject purpose of determining compliance with the terms of this Agreement during the Term and for a period of three years thereafter; provided that with respect to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an any audit of those by WT of the Audited Party’s books and records of SSI or UVST, the parties acknowledge and agree that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate may only occur in the circumstances, minimizing interference with the Audited Party’s normal business operationsevent of and after a Termination of Convenience by SSI or UVST. The Audited auditing Party shall may use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available independent outside auditors (who may participate fully in such personnel of the Audited Party to assist the Auditing Party as reasonably requestedaudit). The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant is proposed with respect to this Section 14.1 reveals any systemic errorinformation which the Party to be audited wishes not to disclose to the auditing Party ("Restricted Information"), operational deficiency or material discrepancythen on the written demand of the Party to be audited the individuals conducting the audit with respect to the Restricted Information will be limited to the auditing Party's independent auditors. In such event, the Audited Party to be audited shall correct pay the costs of the independent auditors concerning such erroraudit, make any necessary adjustments and in addition pay for but only with respect to that portion of the Auditing Party’s costs in connection audit relating to the Restricted Information. Such independent auditors shall enter into an agreement with conducting the Parties hereto, on terms that are agreeable to both Parties hereto, under which such independent auditors shall agree to maintain the confidentiality of the information obtained during the course of such audit up and establishing what information such auditors will be permitted to disclose in reporting the results of any audit of Restricted Information. Any such audit shall be conducted during regular business hours in a manner that does not interfere unreasonably with the operations of the Party to be audited. The audits conducted by any Party under the provisions of this Agreement shall not be conducted more than once in any 12 month period unless the next preceding Audit disclosed a failure to conform to the amount terms of the impact Agreement. Subject to the foregoing limitations, any such audit shall be conducted when requested by notice given not less than 30 days prior to the commencement of such error or adjustmentthe audit.

Audit. (a) Once a year or 35.1 If an audit is imposed on the Authority and/or this Contract by any Regulatory Body at any time that a party disputes during the amount of Term and the 12 month period following the Term the provisions set out in this Clause 35 shall apply. 35.2 The relevant Regulatory Body (and/or its agents or representatives) may perform any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards this Clause 35. 35.3 There shall be no restriction on the frequency of such audits and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party Authority shall use reasonable commercial efforts endeavours to facilitate procure that the Auditing Party’s reviewrelevant Regulatory Body (or where applicable its agents or representatives) shall endeavour, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party but shall not be required obliged, to provide at least 15 Working Days’ notice of the intention to conduct such audit. 35.4 The Authority shall use reasonable endeavours to procure that the conduct of any such audit does not unreasonably disrupt the Supplier or delay the performance of this Contract. 35.5 Subject to Clauses 35.6 and 49, the Supplier shall provide the relevant Regulatory Body (and/or its agents or representatives) with all such reasonable co-operation and assistance as is reasonably necessary in relation to any such audit, including provision of: 35.5.1 such relevant information requested by the relevant Regulatory Body (and/or its agents or representatives) within the scope of the audit imposed by the Regulatory Body (provided that the Authority shall use reasonable endeavours to procure that the Regulatory Body shall limit the scope of any audit to the information provided or maintained pursuant to Clause 36 and the verification of such information, with the Supplier acknowledging that the relevant powers and duties of the Regulatory Body cannot be fettered and that the Regulatory Body may request additional information pursuant to this Clause 35.5.1); and 35.5.2 reasonable access to records any site controlled by the Supplier or any Key Subcontractor (including any Network implementation or maintenance works conducted pursuant to this Contract) and/or reasonable access to Supplier Personnel, in each case where the scope of the relevant audit cannot be satisfied by the provision of the information provided pursuant to Clause 35.5.1. 35.6 The Parties agree that: 35.6.1 the provision of information by electronic means shall be used to satisfy an audit pursuant to this Clause 35 unless in the relevant Regulatory Body's (or its agent's or representative's) reasonable opinion this will not satisfy the audit requirement; and 35.6.2 where the inspection at any site controlled by the Supplier is required, such inspection shall be subject to the Supplier's then current standard security policies to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely notified to the Program), management reviews relevant Regulatory Body (or employee records, and (ivwhere applicable its agents or representatives) such records relate to other customers or operations in advance of such party other than the Program or to personnel records not normally disclosed in connection with auditsrelevant inspection. 35.7 The Supplier shall bear its own costs and expenses incurred in respect of compliance with this Clause 35, unless and to the extent such costs and expenses are recoverable as Qualifying Capital Expenditure pursuant to Schedule 5.1 (bMilestone Payments and Claims Procedure). 35.8 The Authority shall procure that the relevant Regulatory Body (and where applicable its agents and representatives) In the event that an shall bear its own costs and expenses incurred in respect of compliance with this Clause 35. 35.9 Where as a consequence of any audit performed carried out pursuant to this Section 14.1 reveals any systemic errorClause 35 the relevant Regulatory Body (or its agents or representatives) reasonably considers that a re-audit is required, operational deficiency or material discrepancy, the Audited Party shall correct then such error, make any necessary adjustments and re-audit may be carried out in addition pay for the Auditing Party’s costs in connection accordance with conducting such audit up to the amount of the impact of such error or adjustmentthis Clause 35.

Audit. (a) Once a year or The Recipient shall ensure that the control of expenditure to be funded pursuant to this Recipient Agreement is governed by the normal standards and procedures of the Recipient and is covered by formal audit arrangements. AWS shall have the right to audit the Recipient’s expenditure in relation to the Purpose, including expenditure of the Required Own Funding and any other funds, at any time that a party disputes on reasonable notice. Following receipt of such notice the amount Recipient shall provide access to all accounting, financial and other records in its possession or control relating to: the Purpose; the Funding Amount(s); use of the Funding Amount; provision of the Required Own Funding; use of the Required Own Funding; use of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services funds in connection with the Program at Purpose; and any other matter required to be included in any Funding Use Report; for inspection by auditors and other personnel from or appointed by AWS and shall allow those persons to retain copies of such records. Save as may be required by law or any competent regulatory authority, the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party Recipient shall not be required make any announcement, publication or communication in any form whatsoever which concerns, relates to or refers to this Recipient Agreement, its subject matter, AWS or National Grid without the prior written approval of AWS. AWS may agree or reject such request for approval in its absolute discretion. In seeking any such prior written approval, the Recipient shall provide access to AWS a copy of any proposed announcement, publication or communication. Without prejudice to any other freedom to disclose that AWS may have, the Recipient acknowledges that subject to compliance with any applicable legal and regulatory requirements, including any applicable requirements of or arising under the Data Protection Legislation, AWS may share any information received from the Recipient under or in connection with this Recipient Agreement with: National Grid; the Office of Gas and Electricity Markets; the Department for Business, Energy and Industrial Strategy; and any other government department, regulatory or other public body with responsibilities relating to energy or the alleviation of fuel poverty. Where any information received by AWS from the Recipient under or in connection with this Recipient Agreement includes personal data as defined in the Data Protection Legislation the Recipient warrants that, save as otherwise notified to AWS in accordance with this Recipient Agreement, it has obtained the explicit consent of each data subject in compliance with all requirements of such act and regulations sufficient to ensure that the sharing of any such personal data by AWS with any entity referred to in Clause 12.2 above is lawful. The Recipient shall: use all reasonable endeavours to obtain such explicit consent; and provide to AWS copies of records or other evidence of such explicit consent on request from AWS. If and to the extent the Recipient has not obtained any such explicit consent the Recipient shall at the same time as providing any personal data to AWS notify AWS that (iit has not obtained such explicit consent, identifying in that notification: the specific personal data and data subject(s) in relation to which the Recipient has not obtained such access explicit consent; and steps taken by the Recipient in seeking to obtain such explicit consent. The Recipient shall: comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; ensure that the use of the Funding Amount provided to the Recipient under this Recipient Agreement is prohibited by Applicable Lawscompliant with all applicable laws, (ii) such records are legally privilegedstatutes, (iii) such records are company planning documents of such party or any regulations and codes relating to anti-bribery and anti-corruption, including but not limited to the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; at all times until all of its affiliatesobligations under this Recipient Agreement are fully performed comply with AWS’s anti-bribery and anti-corruption policies as may be updated by AWS from time to time (copies of which are available upon request to AWS); have and maintain in place its own policies and procedures, operating budgets (unless such records relate solely including but not limited to adequate procedures under the Program)▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, management reviews to ensure compliance with the provisions of this Clause 13 and enforce those policies and procedures; promptly report to AWS any request or employee records, demand for any undue financial or other advantage of any kind received by the Recipient and (iv) such records relate to other customers or operations any breach of such party other than any part of the Program or to personnel records not normally disclosed provisions of this Clause 13 in connection with audits. (b) In the event performance of this Recipient Agreement or the Purpose; and provide such supporting evidence of compliance with this Clause 13 as AWS may reasonably request. The Recipient shall ensure that an audit performed any person associated with it employed or engaged in connection with this Recipient Agreement or the Purpose is subject to terms equivalent to those imposed on the Recipient pursuant to this Section 14.1 reveals Clause 13. As between the Parties the Recipient shall be responsible for the observance and performance by any systemic error, operational deficiency or material discrepancysuch person of such terms. For the purpose of this Clause 13, the Audited Party meaning of adequate procedures and whether a person is associated with another person shall correct such error, make any necessary adjustments and be determined in addition pay for accordance with the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.

Audit. (a) Once As promptly as practicable after the date hereof, the Seller agrees to prepare financial statements of the Business, including a year or at any time that statement of operations and a party disputes statement of cash flows for the amount 12 months ended March 31, 2006, as well as a balance sheet as of any material monies owed by either party to the other hereunderMarch 31, such party 2006, including related footnotes (the “Auditing Party2006 Financial Statements”), subject to this Section 14.1(b), at its sole cost in conformity with accounting principles generally accepted in the United States (“GAAP”) and expense and upon reasonable prior notice to SEC Regulation S-X. To the other party (the “Audited Party”), may conduct an audit of those extent required of the Audited Party’s records that are Purchaser under the control and/or direction Securities Exchange Act of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods 1934, as necessary and appropriate in the circumstances, minimizing interference amended (together with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party rules and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services regulations promulgated thereunder) and SEC Regulation S-X in connection with the Program at transactions contemplated hereby, the Auditing Party’s request. Notwithstanding the generality of the foregoingSeller will also prepare for each quarterly financial reporting period after March 31, however, an Audited Party shall not be required to provide access to records 2006 and ending prior to the extent that Closing Date, financial statements on a basis consistent with the 2006 Financial Statements (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program“Interim Financial Statements”), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In The Seller agrees to engage the event that Seller’s independent public accounts, Deloitte & Touch LLP (“Deloitte”), to commence an audit performed of the 2006 Financial Statements under auditing standards generally accepted in the United States (the “Audit”). The Seller shall use its reasonable efforts to cause Deloitte to commence and complete the Audit as soon as reasonably practicable. (c) The Seller will cooperate with the Purchaser with respect to the preparation and presentation of any written request by the Purchaser pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancyRule 3-13 of Regulation S-X (the “Request”) for appropriate relief from the staff of the Division of Corporation Finance of the SEC (the “SEC’s Staff”) in order to permit the filing and use by the Purchaser of “special purpose financial statements” of the Business to fulfill its obligations under Rule 3-05 of Regulation S-X. In such event, the Audited Party shall correct Seller will promptly prepare a letter addressed to the Purchaser that contains such errorinformation as may be reasonably required for purposes of the Request, make including an explanation of the appropriateness of the “special purpose financial statements”. The Seller will provide the Purchaser with any necessary adjustments information reasonably required and available to Seller to respond to any comments or inquiries of the SEC’s Staff received with respect to the Request. If the SEC’s Staff permits the inclusion of the “special purpose financial statements”, then the Purchaser will promptly notify the Seller of the basis on which such financial statements must be prepared pursuant to such communication from the SEC’s Staff, and the Seller will cause the 2006 Financial Statements and Interim Financial Statements to be prepared under GAAP on the basis so notified by the Purchaser, rather than as provided in addition pay for the Auditing Party’s costs Section 6.12(a). (d) The Seller will cooperate fully with Deloitte in connection with conducting such audit up the Audit, including providing Deloitte with reasonable access to personnel, books and records as is requested by Deloitte to complete the Audit. (e) As soon as reasonably practicable after issuance of Deloitte’s report on the Audit of the 2006 Financial Statements and the completion of any required unaudited Interim Financial Statements, the Seller shall provide a copy of the 2006 Financial Statements and related Audit report, and the Interim Financial Statements to the amount Purchaser. After the delivery of the impact 2006 Financial Statements and related Audit report and any required unaudited Interim Financial Statements by the Seller to the Purchaser, the Purchaser shall reimburse the Seller for all fees and expenses billed by Deloitte in connection with the Audit within ten (10) Business Days of the delivery to the Purchaser of reasonably detailed documentation of such error or adjustmentfees and expenses. If this Agreement is terminated for any reason, then the Purchaser shall immediately upon any such termination pay to the Seller any and all fees and expenses of Deloitte in connection with the Audit incurred up until the date of such termination.

Audit. (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b)The CLIENT may carry out, at its sole cost expense, one (1) audit of the personal data protection and expense and upon reasonable prior notice security measures taken by TIMEONE - PUBLISHING relating to the other personal data processed on the Client’s behalf, at most once every twelve (12) months except in exceptional circumstances arising from a personal data breach attributable to TIMEONE - PUBLISHING justifying an additional audit. This audit may be carried out by the CLIENT or a third-party auditor independent of the CLIENT duly contracted by the CLIENT, insofar as this third-party auditor does not exercise an activity competing with that of TIMEONE - PUBLISHING and/or does not have any legal connection with a competitor of TIMEONE - PUBLISHING. A confidentiality agreement must be signed beforehand between the Parties and the third-party auditor. Subject to observance of a notice period of fifteen (15) working days, the “Audited Party”), may conduct CLIENT must inform TIMEONE - PUBLISHING in writing of its intention to have such an audit of those carried out and the identity of the Audited Party’s records that are third-party auditor chosen where applicable (accompanied by the authorisation granted) as well as the scope of the audit envisaged. The audit carried out by the controller will only be to check whether TIMEONE - PUBLISHING has met its obligations in terms of security and protection of personal data processed on behalf of the CLIENT under the control and/or direction Contract. The audit will not affect data not specific to the CLIENT, in order to protect the confidentiality of the Audited Party information specific to other clients and/or service providers of TIMEONE - PUBLISHING or information whose disclosure would be likely to risk the security of other clients and relate other personal data concerning them. The audit operations must not disturb the running of the services and activity of TIMEONE - PUBLISHING. In this respect, the length of the audit must not impose upon TIMEONE - PUBLISHING a burden greater than two (2) man days. A copy of the preliminary audit report will be submitted to TIMEONE - PUBLISHING as soon as possible so that TIMEONE - PUBLISHING can make known its observations. The preliminary audit report accompanied by the Program or can observations of TIMEONE - PUBLISHING will be reasonably segregatedsubject to an examination by both Parties and will only be considered final after being signed by the Parties. Such If the final audit shall be conducted during normal business hours report identifies failures on the part of TIMEONE - PUBLISHING to meet the obligations incumbent upon it, TIMEONE - PUBLISHING agrees to implement, at its expense, the corrective measures required as soon as possible in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in risk. If the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provisionfinal audit report contains recommendations, the Audited Party also shall conditions of their implementation will be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, agreed jointly and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsas soon as possible. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. During the term of this Agreement, Supplier shall permit NX or an independent firm on NX’s behalf (aexcluding any competitors of Supplier, i.e. any companies who are active in the business of contract manufacturing for third parties and achieve a significant part of their revenue from such contract manufacturing activities, unless this is only ancillary to other activities of such company) Once a year or at any time that a party disputes the amount of any material monies owed by either party right to conduct audits and inspections with respect to the other hereundermanufacture, such party (sale, and delivery of Products and Supplier’s activities under this Agreement in order to verify compliance with the “Auditing Party”), subject terms and conditions of this Agreement. NX shall provide reasonable advance notice of its intent to this Section 14.1(b), at its sole cost audit and expense and upon reasonable prior notice to the other party (the “Audited Party”), may shall conduct that audit during Supplier’s normal business hours. NX shall not conduct an audit of those of more than [***], unless an audit reveals a material compliance breach, or if the Audited Party’s records that are under the control and/or direction of the Audited audit arises from a governmental investigation or regulatory request. Third Party and relate auditors shall be subject to the Program confidentiality obligation set forth in this Agreement, and the audit and any findings will be treated as Supplier Confidential Information. If any audit or can be reasonably segregatedinspection reveals that NX or its Affiliates have overpaid any amount owed to Supplier, Supplier shall promptly pay to NX such overpaid amount. Such If any audit or inspection reveals that NX or its Affiliates have been underpaid any amount owed to Supplier, Supplier shall have the right to promptly invoice such underpaid amount. The audit or inspection shall be conducted during normal business hours at NX’s expense, unless [***], in accordance with generally accepted auditing standards which case Supplier will reimburse NX for all reasonable costs and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held expenses incurred by persons performing services NX in connection with the Program at the Auditing Party’s requestsuch audit or inspection, [***]. Notwithstanding the generality of the foregoingSupplier shall immediately take all necessary or desirable corrective and preventive actions, however, an Audited Party shall not be required to provide access to records in each case to the extent they are commercially reasonable, to resolve any issues discovered by any audit or inspection conducted by or on behalf of NX, provided that if Supplier does not take all such actions, NX may terminate this Agreement (together with all Statements of Work) with immediate effect. The Parties agree that there shall be no financial audit of Supplier by NX; however, Supplier shall provide copies of (i) such access is prohibited all invoices issued by Applicable Laws, Supplier (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets Affiliates) to NX (unless such records relate solely to the Program), management reviews or employee records, and (ivany Affiliate of NX) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed for Services pursuant to this Section 14.1 reveals Agreement and (ii) all purchase orders issued by NX (or any systemic errorAffiliate of NX) to Supplier (or any of its Affiliates) for Services pursuant to this Agreement, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection each case with conducting such audit up reference to the amount of period to be covered by the impact of such error or adjustmentaudit.

Audit. (a) Once a year or A party shall have the right, at any time that a party disputes its own expense, upon reasonable notice and at reasonable times, to examine, audit, and to obtain copies of the amount relevant portion of any material monies owed by either the books and records of the other party to the other hereunderextent reasonably necessary to verify the accuracy of any statement, such party (allocation, charge, payment, or computation made under this Agreement, provided, however, that no more than one audit may be performed in any twelve month period. The Parties reserve the “Auditing Party”)right to perform site inspections or carry out field visits of the assets and related measurement being audited. This right to examine and audit shall not be available with respect to proprietary information not directly relevant to this Agreement. For the avoidance of doubt, the components of Plains’ truck rates are proprietary and shall not be subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct audit. All information that an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit auditor acquires shall be conducted during normal business hours in accordance with generally accepted auditing standards and kept strictly confidential between the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operationsparties to this Agreement. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall An auditor may be required to provide records relating enter into a confidentiality agreement if it is deemed necessary by the party being audited. The accuracy of any statement, allocation, charge, payment calculation or determination made pursuant to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality provisions of the foregoingAgreement shall be conclusively presumed to be correct after the twenty-four (24) Month period next following the end of the Year in which the statement, howeverallocation, an Audited charge, payment calculation or determination was generated or prepared, if not challenged (claimed) in writing prior thereto. For the avoidance of doubt, all claims shall be deemed waived unless they are made in writing within the twenty-four (24) Month period next following the end of the Year in which the statement, allocation, charge, payment calculation or determination was generated or prepared. The Party shall not be required to provide access to records subject to the extent that Audit shall respond to all exceptions and claims of discrepancies within ninety (i90) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents Days of such party or any of its affiliates, operating budgets (unless such records relate solely receipt thereof. The parties will negotiate in good faith to the Program), management reviews or employee records, verify and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed promptly settle claims pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount clause upon receipt of the impact auditable documentation substantiating proof of such error or adjustmentclaim.

Audit. During the Term and for a period of three (3) years thereafter (the “Audit Period”), Emulex and its Affiliates shall keep full, complete, clear and accurate accounting, sales and other books and records pertaining to the subject matter of the Reports (“Records”). During the Audit Period, during normal business hours, Broadcom shall have the right (at its own expense) to have a nationally recognized accounting firm, working in conjunction with an independent third party technical advisor agreeable to Emulex, such agreement not to be unreasonably withheld (collectively, the “Auditor”) inspect and audit, and Emulex shall provide access to the Auditor, the Records for the purpose of verifying Emulex’s compliance with the terms and conditions of Section 4.5, including without limitation verification of the completeness and accuracy of Reports relating to sales of Licensed [**] (such inspection and audit, the “Audit”). Audits may be conducted no more than [**] per Fiscal Year, provided that if an Audit reveals a material inaccuracy with respect to any calendar quarter, Audits may thereafter be Confidential portions of this Exhibit marked as [**] have been omitted pursuant to a request for confidentiality and filed separately with the Securities and Exchange Commission. conducted [**] per Fiscal Year during the next [**] Fiscal Years. Audits shall be limited to [**] Each Audit shall in no case cover more than [**] prior years. The Auditor shall enter into a confidentiality agreement with Emulex in a form based on the form of confidentiality agreement set forth in Exhibit C hereto, subject to any modifications reasonably agreed upon between the Auditor and Emulex. The Auditor may inform Broadcom of the accuracy or inaccuracy of the Reports (and reasonable detail as to any inaccuracy). Broadcom shall not, and shall require the Auditor not to, disclose the results of the Audit to any third party other than (a) Once to Broadcom’s attorneys, auditors and accountants on a year need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, (b) as may be required by applicable law, regulation, or at any time that governmental authority, or (c) under seal to a party disputes the amount court of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable competent jurisdiction with prior notice to the other party (the “Audited Party”), may conduct Emulex sufficient to allow Emulex an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate opportunity to the Program object or can be seek to limit such disclosure. Emulex shall reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference cooperate with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoingAudit; provided, however, an Audited Party that any such inspection and audit will be conducted with at least fourteen (14) calendar days prior notice. Emulex agrees that Broadcom shall not be required entitled to provide access specific performance to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to enforce this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment4.7.

Audit. (a) Once a year or at any time that a party disputes the amount 10.1 Subject to obligations of any material monies owed by either party confidentiality, MSite will make available to the Customer a summary of its most recent relevant audit report and/or other hereunderdocumentation reasonably required by the Customer which MSite makes generally available to its customers, so that the Customer can verify MSite’s compliance with this DPA. 10.2 To the extent that the Customer considers that such reports do not sufficiently verify MSite’s compliance with its obligations under this DPA, MSite will permit the Customer and its third-party (representatives to audit MSite's compliance with its obligations under this DPA, on at least 90 days' notice, during the “Auditing Party”)Term, subject up to this Section 14.1(b)once per year, at its sole cost and expense and upon reasonable prior notice unless otherwise requested by a Regulator. 10.3 Subject to the other party (the “Audited Party”)obligations of confidentiality, Customer may conduct contact MSite to request an audit of those of the Audited PartyMSite’s records that are under the control and/or direction of the Audited Party and relate procedures relevant to the Program or can be reasonably segregatedprotection of Customer Data, but only to the extent required under applicable Data Protection Legislation. Such audit will be conducted by an independent third party reasonably acceptable to MSite. The relevant third party shall be conducted obliged by a non-disclosure agreement towards MSite. Before the commencement of any such on-site audit, Customer and MSite shall mutually agree upon the scope, timing, and duration of the audit. Such audits will not occur more than annually, unless requested by a Regulator. 10.4 The audit may only include information and material which is deemed to be relevant for the purpose of verifying MSite’s compliance with the requirements of this DPA. MSite may refuse to give access to information which is reasonably regarded as strictly confidential or outside the prior mentioned scope. 10.5 The Customer will compensate MSite for any costs and time incurred related to providing assistance to the Customer. 10.6 The results of the audit and all information reviewed during normal business hours in accordance with generally accepted auditing standards such audit will be deemed MSite’s confidential information. Notwithstanding any other terms, the Auditor may only disclose to the Customer specific violations of this DPA, if any, and the auditing party basis for such findings, and shall employ such reasonable procedures and methods as necessary and appropriate in not disclose to the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel Customer any of the Audited Party to assist records or information reviewed during the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsaudit. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. (a) Once a year or 36.1 If an audit is imposed on the Authority and/or this Contract by any Regulatory Body at any time that a party disputes during the amount of Term and the 12 month period following the Term the provisions set out in this Clause 36 shall apply. 36.2 The relevant Regulatory Body (and/or its agents or representatives) may perform any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards this Clause 36. 36.3 There shall be no restriction on the frequency of such audits and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party Authority shall use reasonable commercial efforts endeavours to facilitate procure that the Auditing Party’s reviewrelevant Regulatory Body (or where applicable its agents or representatives) shall endeavour, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party but shall not be required obliged, to provide at least 15 Working Days' notice of the intention to conduct such audit. 36.4 The Authority shall use reasonable endeavours to procure that the conduct of any such audit does not unreasonably disrupt the Supplier or delay the performance of this Contract. 36.5 Subject to Clauses 36.6 and 50, the Supplier shall provide the relevant Regulatory Body (and/or its agents or representatives) with all such reasonable co-operation and assistance as is reasonably necessary in relation to any such audit, including provision of: 36.5.1 such relevant information requested by the relevant Regulatory Body (and/or its agents or representatives) within the scope of the audit imposed by the Regulatory Body (provided that the Authority shall use reasonable endeavours to procure that the Regulatory Body shall limit the scope of any audit to the information provided or maintained pursuant to Clause 37 and the verification of such information, with the Supplier acknowledging that the relevant powers of the Regulatory Body cannot be fettered and that the Regulatory Body may request additional information pursuant to this Clause 36.5.1); and 36.5.2 reasonable access to records any site controlled by the Supplier or any Key Subcontractor (including any Network implementation or maintenance works conducted pursuant to this Contract) and/or reasonable access to Supplier Personnel, in each case where the scope of the relevant audit cannot be satisfied by the provision of the information provided pursuant to Clause 36.5.1. 36.6 The Parties agree that: 36.6.1 the provision of information by electronic means shall be used to satisfy an audit pursuant to this Clause 36 unless in the relevant Regulatory Body's (or its agent's or representative's) reasonable opinion this will not satisfy the audit requirement; and 36.6.2 where the inspection at any site controlled by the Supplier is required, such inspection shall be subject to the Supplier's then current standard security policies to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely notified to the Program), management reviews relevant Regulatory Body (or employee records, and (ivwhere applicable its agents or representatives) such records relate to other customers or operations in advance of such party other than the Program or to personnel records not normally disclosed in connection with auditsrelevant inspection. 36.7 The Supplier shall bear its own costs and expenses incurred in respect of compliance with this Clause 36, unless and to the extent such costs and expenses are recoverable as Qualifying Capital Expenditure pursuant to Schedule 5.1 (bMilestone Payments and Claims Procedure). 36.8 The Authority shall procure that the relevant Regulatory Body (and where applicable its agents and representatives) In the event that an shall bear its own costs and expenses incurred in respect of compliance with this Clause 36. 36.9 Where as a consequence of any audit performed carried out pursuant to this Section 14.1 reveals any systemic errorClause 36 the relevant Regulatory Body (or its agents or representatives) reasonably considers that a re-audit is required, operational deficiency or material discrepancy, the Audited Party shall correct then such error, make any necessary adjustments and re-audit may be carried out in addition pay for the Auditing Party’s costs in connection accordance with conducting such audit up to the amount of the impact of such error or adjustmentthis Clause 36.

Audit. (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party Vendor shall make available to the other hereunder, such party (the “Auditing Party”), subject Company all information necessary to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference demonstrate compliance with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts obligations set forth in this Addendum and allow for and contribute to facilitate the Auditing Party’s reviewaudits, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to inspections, conducted by Company and/or its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding authorized representatives. (b) Without limiting the generality of the foregoing, howeveron an annual basis, Vendor, at its own expense, shall require auditors to conduct an Audited Party shall not be required to provide access to records to examination of the extent that controls placed in operation and a test of operating effectiveness, as defined by Statement on Standards for Attestation Engagements No. 18, Reporting on Controls at a Service Organization (ior its successors) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program"SSAE 18"), management reviews of the Services performed by Vendor for or employee recordson behalf of Company and issue a SOC 1 (collectively "SOC Report") for the applicable calendar year. Vendor (including its affiliates and its and their Subcontractors) shall deliver to Company a copy of the SOC Report within six (6) weeks Vendor shall prepare and implement a corrective action plan to correct any deficiencies and resolve any problems identified in such reports. Vendor shall correct any audit control issues or weaknesses identified in any SOC Report, and (iv) at no additional cost to Company. If specific audit recommendations are not implemented by Vendor, then Vendor should implement such records relate alternative steps as are reasonably satisfactory to other customers Company for the purposes of minimizing or operations of eliminating the risks identified in any such party other than the Program or to personnel records not normally disclosed in connection with auditsSOC Report. (bc) In Company shall have the event that an audit right to monitor Vendor's compliance with this Addendum. During normal business hours, and reasonable prior notice, Company and/or its authorized representatives may inspect Vendor's facilities and equipment, and any information or materials in Vendor's possession, custody or control, relating in any way to Vendor's obligations under this Addendum. An inspection performed pursuant to this Section 14.1 reveals Addendum shall not unreasonably interfere with the normal conduct of Vendor's business or violate Vendor's confidentiality obligations to third parties. Vendor shall reasonably cooperate with any systemic errorsuch inspection initiated by Company. (d) Vendor shall notify Company in writing in the event of a material change to Vendor's internal security plans, operational deficiency controls or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustmentmeasures.

Audit. (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party a. With respect to Clauses 7.4 to 7.13 to the Framework Agreement (as incorporated into the Call-Off Terms) and any other hereunderprovision in respect of audits, the Buyer may audit the Supplier’s compliance with its obligations under the applicable Order Form once per year. In addition, to the extent required by Applicable Data Protection Legislation, in the event of a Personal Data Breach the Buyer shall be entitled to perform up to one (1) additional audit in the year the Personal Data Breach occurred, and such party additional audit must be requested and handled in accordance with Section 7 of the Data Processing Agreement Part 3 to these Supplier Terms, subject at all times to the terms of Section 10 of the Data Processing Agreement as attached in Part 3 to these Supplier Terms. b. Notwithstanding anything, to the contrary in the Data Processing Agreement as attached in Part 3 to these Supplier Terms, to request an audit, the Buyer must submit a detailed proposed audit plan to the Supplier at least two (2) weeks in advance of the “Auditing Party”proposed audit date. The proposed audit plan must describe the proposed scope, duration, and start date of the audit. The Supplier will review the proposed audit plan and provide the buyer with any concerns or questions (for example, any request for information that could compromise the Supplier security, privacy, employment or other relevant policies). The Supper will work cooperatively with the Buyer to agree on a final audit plan. An audit must be conducted during regular business hours at the applicable facility, subject to this the agreed final audit plan and the Supplier’s health and safety or other relevant policies, and may not unreasonably interfere with the Supplier’s business activities. c. Subject to Section 14.1(b)7 of the Data Processing Agreement as attached in Part 3 to these Supplier Terms, at its sole cost and expense and upon reasonable prior notice the Buyer may perform more frequent audits of the Cloud Services data centre facility that Processes (as defined in the Data Processing Agreement as attached in Part 3 to these Supplier Terms) Personal Data to the other extent required by laws applicable and mandated by the Regulatory Body accordingly. d. The Supplier will contribute to such audits by providing the Buyer or the Regulatory Body with the information and assistance reasonably necessary to conduct the audit, including any relevant records of processing activities applicable to the Cloud Services ordered by the Buyer. e. The Buyer will provide the Supplier with any audit reports generated in connection with any audit under this section, unless prohibited by Applicable Data Protection Law or otherwise instructed by a Regulatory Body. The Buyer may use the audit reports only for the purposes of meeting the Buyer’s regulatory audit requirements and/or confirming compliance with the Supplier Terms and the Order Form. The audit reports are Confidential Information of the parties under the terms of the Supplier Terms and the Order Form. f. Without prejudice to the rights granted in Section 7.1 of the Data Processing Agreement as attached in Part 3 to these Supplier Terms, if the requested audit scope is addressed in a SOC, ISO, NIST, PCI DSS, HIPAA or similar audit report issued by a qualified third party auditor within the prior twelve (12) months and the “Audited Party”)Supplier provides such report to the Buyer confirming there are no known material changes in the controls audited, may conduct the Buyer agree to accept the findings presented in the third party audit report in lieu of requesting an audit of those the same controls covered by the report. g. Each party will bear its own costs in relation to the audit, unless the Supplier promptly informs the Buyer upon reviewing the Buyer’s audit plan that it expects to incur additional charges or fees in the performance of the Audited Party’s records audit that are not covered by the fees payable under the control and/or direction of the Audited Party and relate to the Program Order Form, such as additional license or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing third party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operationscontractor fees. The Audited Party shall use reasonable commercial efforts parties will negotiate in good faith with respect to facilitate the Auditing Party’s review, including making reasonably available any such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document charges or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsfees. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. 19.1 Without prejudice to any other provisions of this Agreement, the SMF or its representatives may upon service of prior notice of not less than 28 days undertake an audit to ensure the Service Provider’s compliance with this Agreement and the Quality Standards Framework, provided that the Client procures that: (ai) Once the SMF or its representatives have not already undertaken four audits within the calendar year. For the avoidance of doubt, this shall not include separate Client audits in accordance with clause 19.3; (ii) if the SMF wishes to appoint a year third party to undertake the audit, it will only select a third party which is not a direct competitor of the Service Provider and shall notify the Service Provider in advance of the proposed appointment; (iii) the disruption caused to the Service Provider and its Group and their business officers and employees shall be kept to a minimum; and (iv) any person exercising any right under this clause 19, complies with the Service Provider’s health and safety policy whilst on its premises. The Service Provider shall provide all reasonable assistance and co-operation to auditors, reviewers or inspectors. 19.2 The Service Provider shall bear all its own costs and expenses arising from any such audit, review or inspection. 19.3 The Client shall have the right to elect to undertake its own separate audit and have the same audit rights as conferred on the SMF in this clause 19, provided that the Client shall obtain the prior written consent of the SMF (which shall not withhold any reasonable request for consent) and be responsible for paying the reasonable and proper costs and expenses incurred by the Service Provider in connection with any such audits. 19.4 Notwithstanding clauses 19.1 and 19.4, in the event of suspected fraud by the Service Provider or where an audit is requested by or on behalf of a Regulator, the Client or the SMF may carry out an audit at any time and on any number of occasions and the Service Provider shall provide all reasonable assistance and co- operation and bear all its own costs and expenses arising from such audit. 19.5 The Service Provider recognises that the Client, as regulated under the Financial Services and Markets ▇▇▇ ▇▇▇▇, must be in a party disputes position to comply with the amount rules and guidance of any material monies owed by either party the PRA and FCA. Accordingly, the Service Provider shall: (i) behave in an open and co-operative manner in all its communications with the PRA and/or FCA in relation to the other hereunderClient’s business; and (ii) permit the PRA and/or FCA to enjoy access to its premises, such party (the “Auditing Party”)records, subject systems, employees, officers and auditors and to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice receive information relating to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate Service provided to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours Client where the same are required by the PRA and/or FCA pursuant to and in accordance with generally accepted auditing standards its powers and duties under the auditing party shall employ such reasonable procedures Financial Services and methods as necessary Markets ▇▇▇ ▇▇▇▇ for any purposes relating to compliance by the Client pursuant to the Client’s obligations under the Financial Services and appropriate Markets ▇▇▇ ▇▇▇▇ and any rules or guidance of the PRA and/or FCA, or in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel case of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party PRA and shall maintain records pursuant to its regular record retention policies. For purposes of this provisionFCA, the Audited Party also shall be required to provide records relating to the Program held by persons performing services discharge of their respective duties, powers or functions in connection with the Program at Client’s business. 19.6 In accordance with clause 19.5 the Auditing Party’s request. Notwithstanding Service Provider shall, unless otherwise required by the generality PRA and/or FCA, keep the Client fully informed of the foregoingrequests and actions made by the PRA and/or FCA and, howeverwhere reasonably possible, an Audited Party shall not be required give the Client the opportunity to provide access assess and participate in any dealings between the Service Provider and the PRA and/or FCA which concern the Client’s business. The Client agrees to records meet all reasonable costs and expenses incurred by the Service Provider in relation to it complying with the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents provisions of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsclause 19.6 above. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. (a) Once a year Seller shall provide to Purchaser, at Purchaser's expense, copies of, or at any time that a party disputes the amount of any material monies owed by either party shall provide Purchaser access to, such operating statements with respect to the other hereunderProperty as may be reasonably requested by Purchaser, such party and in the possession or control of Seller, or its property manager or accountants, to enable Purchaser (the or its affiliates) to prepare a property level review (“Auditing PartyOperating Statements”). Such information shall include, subject to this Section 14.1(b)if available, at its sole cost an income statement and expense and upon reasonable prior notice to balance sheet data for the other party (the “Audited Party”), may conduct an audit of those Property for a period beginning January 1 of the Audited Party’s records that are under year prior to closing the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregatedacquisition through Closing, if available. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding Without limiting the generality of the foregoing, however(i) Purchaser or its designated independent accountant (Ernst and Young or any successor accounting firm) may review Seller's Operating Statements of the Property, an Audited Party at Purchaser's expense, and Seller shall provide such documentation, if in Seller’s possession, as Purchaser or its accountant may reasonably request in order to perform such review (provided that in each instance where Purchaser may need to access any consolidated records of Seller, Seller shall not be required to provide access any consolidated records other than in redacted form sufficient for the accountant to records verify information contained in the financial statements of the Property); provided, however, that the foregoing obligations of Seller shall be limited to providing such information and documentation as may be in the extent possession of, or reasonably obtainable by, Seller, at no cost to Seller, and in the format that (i) such access is prohibited by Applicable Laws, (ii) Seller has maintained such records are legally privileged, (iii) such and further subject to tenant confidentiality requirements and the limitations regarding verifications in consolidated records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Programdescribed above), management reviews and further, in no event shall Seller be required to deliver to Purchaser, or employee recordsallow Purchaser access to, and (iv) such records relate any information that Seller deems privileged or proprietary. Furthermore, any information or documentation provided by Seller to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed Purchaser pursuant to this Agreement or otherwise shall be delivered without any representations or warranties, including without limitation any representations or warranties as to accuracy or completeness thereof. Purchaser shall reimburse Seller on demand for all costs and expenses incurred by Seller in performing its obligations under this Section 14.1 reveals any systemic error45, operational deficiency or material discrepancy, and such reimbursement obligation shall survive the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount termination of the impact of such error or adjustmentthis Agreement.

Audit. NewsWhip shall make available all information reasonably requested by the Customer to satisfy itself that NewsWhip is complying with its data protection obligations under this DPA. Customer (aand its third-party representatives) Once a year or at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted permitted to audit NewsWhip’s premises, systems, and facilities during normal business hours in accordance with generally accepted auditing standards PROVIDED THAT: (i) Customer shall provide at least 30 days’ prior written notice of its intention to carry out an audit; (ii) Customer shall ensure (and shall procure that each of its representatives) minimise the auditing party shall employ such reasonable procedures and methods as necessary and appropriate disruption to NewsWhip’s business in the circumstancescourse of such an audit or inspection; (iii) all expenses incurred by NewsWhip shall be promptly discharged by Customer; (iv) NewsWhip may request that any third party representative performing an audit on behalf of Customer shall provide written confidentiality undertakings to the reasonable satisfaction of NewsWhip and NewsWhip shall be entitled to refuse access to any of its premises or records until such time as it has received such undertakings; (v) NewsWhip need not contribute or allow for an inspection or audit more than once in any calendar year, minimizing interference except for any additional audits or inspections which are required or requested be carried out in connection with Data Protection Legislation or a supervisory authority; (vi) NewsWhip may object in writing to an auditor or representative mandated by the Audited PartyCustomer if the auditor or representative is, in NewsWhip’s normal business operations. The Audited Party reasonable opinion, not suitably qualified or independent, a competitor of NewsWhip, or otherwise manifestly unsuitable (in the event of such an objection, the Customer shall use reasonable commercial efforts appoint another auditor or conduct the audit itself); (vii) any audit will be limited only to facilitate the Auditing PartyNewsWhip’s reviewProcessing activities as a processor, including making reasonably available and to such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument information that is reasonably necessary for Customer to assess NewsWhip’s compliance with the Auditing Party terms of this DPA; (viii) nothing in this DPA shall entitle Customer to obtain access or inspect any records which contain information relating to any other customer of NewsWhip and NewsWhip shall be entitled to restrict or prevent access to any part of its premises and/or systems which it considers in its sole discretion could compromise the security of any information or data relating to such records from any person maintaining records for the Audited Party and shall maintain records pursuant other customers; (ix) NewsWhip will inform Customer if it comes to its regular record retention policies. For purposes attention that any instructions received in respect of this provision, clause 8 infringe the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s requestprovisions of any applicable EU or EU Member State data protection law. Notwithstanding the generality of the foregoing, however, an Audited Party NewsWhip shall not be required have no obligation to provide access to records to review the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents lawfulness of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with auditsinstruction received from Customer. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustment.

Audit. 11.1 The Parties acknowledge and agree that the Provider (aalso by means of its consultant) Once a year or shall be entitled to carry out, at any time that a party disputes its own expenses, inspections at the amount Site of any material monies owed the Counterparty in order to verify if the reports, and other relevant documents, stored by either party the Counterparty, as indicated under Article 11.2 of this Agreement, duly reflect the actual use of the Market Data by the Counterparty. The Provider shall only be entitled to verify compliance of the other hereunder, such party actual use and relevant documents with the provisions of this Agreement (the “Auditing PartyAudit”). The Audit shall be carried out by the Provider (and/or by any third subject authorised by the Provider to do so) as to verify: a) lawful reception, subject supply, display and other usage of the Market Data by the Counterparty, according the provisions of this Agreement; b) compliance with the provisions of this Agreement in terms of confidentiality, the observance of the Provider’s Intellectual Property Rights, completeness and accurateness of the Reports, the correct usage of passwords and of identification codes; c) any other aspect concerning compliance with the provisions of this Agreement. The Provider and its consultant shall maintain the confidentiality of all of the Counterparty’s Confidential Information the Provider and its consultant become aware of while conducting an Audit on the Counterparty’s Site, pursuant to this Section 14.1(bArticle 15.1. 11.2 The Counterparty shall keep for a period of at least three (3) years and for each System a complete report to attest the usage of the Market Data. Said reports shall be stored by the Counterparty in accordance with the practice followed by the licensees in the area of information technology. 11.3 The Counterparty shall authorise the Provider to access its Site for the purposes of the Audit provided that: (i) the Provider gives the Counterparty an Audit notice thirty (30) working days in advance for the ordinary Audit activity, and a sixty (60) working day Audit notice in cases of more complex Audit activities (such as, but not limited to, Audit to be carried out at a distant Site), the “Audit Notice”; and (ii) the Audit takes place during the Counterparty’s normal working hours, with the observance of a Counterparty representative. The Counterparty shall inform the Provider, not later than ten (10) working days after the receipt of the Audit Notice, should it be unable to host Audit at its sole cost and expense and upon reasonable prior notice Site in the above-mentioned Audit date. In such case, the Counterparty shall promptly communicate a suitable date for the Audit to be carried out within thirty (30) working days from the announced Audit. The Provider further agrees that in no event shall such Audit include access to information that the Counterparty is required to keep confidential pursuant to applicable law, rules or regulations issued by Regulatory Authorities, or pursuant to a written agreement with a third party which is not relevant to the other party present Agreement. 11.4 The Provider shall exercise its right of Audit only once a year, unless it reasonably deems that an infringement, breach or irregularity under this Agreement occurred. In case, as a result of the Audit, the Provider detects an infringement or breach of or irregularity under any provision of this Agreement, it shall be entitled to carry out a subsequent Audit during the six (6) months following the completion of the previous Audit. After each Audit, the Provider shall issue and send to the Counterparty a report concerning the results of its activity and give notice of such results (including the indication of supplementary adjustment of the Fees) to the Counterparty (the “Audited PartyAudit Report”), may conduct an audit of those ) within thirty (30) days from the Audit. The Counterparty shall be entitled to challenge the results of the Audited Party’s records that are under Audit, as indicated in the control and/or direction Audit Report, within sixty (60) days after the receipt of the Audited Party and relate Audit Report. Should the Counterparty fail to challenge the Program or can be reasonably segregated. Such audit above-mentioned Audit Report within the said period, the Audit Report shall be conducted during normal business hours in accordance deemed to be approved by the Counterparty. 11.5 Should the Provider detect an infringement or breach of or irregularity under any provision of this Agreement, including but not limited to an unlawful and/or unauthorised usage and/or supply of the Market Data, as a result of the Audit, the Provider shall be entitled to terminate this Agreement with generally accepted auditing standards and immediate effect under Article 1456 of the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operationsItalian Civil Code. The Audited Party Provider shall use reasonable commercial efforts be entitled to facilitate liquidated damages amounting to triple Fees paid by the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary Counterparty for the Auditing Party last quarter, as per Article 9 above, and to obtain such records from any person maintaining records reimbursement of all Audit costs born. 11.6 The Counterparty shall allow the Provider and/or its appointed consultants to carry out the Audit for an 18 month period after the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes termination of this provisionAgreement. 11.7 Notwithstanding any other rights under this Agreement, should the Audited Party also shall be required Counterparty (i) in breach of this Audit Clause refuse to provide records relating host a duly announced Audit and therefore fail to the Program held by persons performing services in connection comply with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required its obligations under Article 11; or (ii) fail to provide access to records documents or electronic data files, reasonably deemed relevant by the Provider, or to technical infrastructures at the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, Site of the Counterparty or (iii) such records are company planning documents or electronic data files turn out to be incomplete, incorrect, illegible or otherwise impede the performance and conclusions of Audit, in accordance with the provisions of the Audit Clause, the Provider shall be entitled at its sole discretion: (a) to estimate a supplementary payment on the basis of appropriate criteria (i.e., past reports under this Agreement or alike reports by comparable companies, if necessary) and invoice such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits.estimated amount; (b) In to immediately suspend the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount supply of the impact Market Data in whole or in part; (c) to allow this Agreement to continue, subject to its faculty to request adjustment of such error or adjustmentthe Fees due.

Audit. (a) Once a year or at No more than once in any time that a party disputes the amount of any material monies owed calendar year, INSW may, by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior written notice to the other Seller, inform the Seller that INSW intends to procure an audit by an independent third party (Independent Auditor) to verify the “Audited Party”), Seller’s compliance with this document. This notice must identify the entity that INSW proposes to act as the Independent Auditor for the audit. The Parties may conduct agree to an audit of those of Independent Auditor other than the Audited Party’s records that are under entity identified in the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours notice provided by INSW in accordance with generally accepted auditing standards and clause 7.6(a) within five Business Days of the auditing party shall employ such reasonable procedures and methods as necessary and appropriate notice, failing which the Independent Auditor will be the Independent Auditor proposed by INSW in the circumstances, minimizing interference notice provided by INSW in accordance with clause 7.6(a). Subject to the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate Independent Auditor having entered into such confidentiality arrangements as may be reasonably required by the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provisionSeller, the Audited Party also shall be required to provide records relating to Seller must give the Program held by persons performing services in connection with the Program Independent Auditor full access at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that all reasonable times and on reasonable notice to: (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents information or data in the possession or control of such party the Seller or any of its affiliates, operating budgets Personnel (unless such other than information of a financially sensitive nature); (ii) the Seller’s records relate solely relating to any Required Information; (iii) the Program), management reviews Seller’s calculations in respect of any invoice or employee records, and Shortfall under this document; and (iv) such records relate information or data relating to other customers all matters relevant to the warranties given by the Seller under this document. For the purpose of complying with this clause 7.6, the Seller must promptly and efficiently, at no cost to INSW, give the Independent Auditor any assistance it reasonably requires. The Seller acknowledges that any confidentiality arrangements contemplated between it and the Independent Auditor will not restrain or operations impede the Independent Auditor from reporting to INSW as to the Seller’s compliance with this document in any way. Without limiting INSW’s rights under this document, if an audit conducted in accordance with this clause 7.6 shows that: (i) the Seller has breached or is in breach of this document: (A) INSW may notify the Seller in writing of such party other than the Program breach or to personnel records not normally disclosed in connection with audits.breaches; and (bB) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancyupon receiving a notice under clause 7.6(f)(i)(A), the Audited Party shall correct such error, make any Seller must promptly do all things necessary adjustments to remedy that breach and in addition pay for prevent it from recurring at no cost to INSW; and (ii) an invoice issued by the Auditing Party’s costs in connection with conducting such audit up Seller or an amount paid to the amount Seller by INSW was in excess of the impact amounts payable in accordance with this document, the Seller must promptly refund to INSW such amounts, and adjust all of such error or adjustmentthe current invoices that have not been paid by INSW to ensure that INSW is only liable to pay the correct amount identified in the audit.

Audit. Supplier shall, once per calendar year and upon request, make available to You such documented information as You may reasonably request demonstrating Supplier’s compliance with the terms of this DPA and with Applicable Privacy Laws. If (a) Once a year or at any time that a party disputes the amount of any material monies owed by either party and only to the other hereunderextent that): (i) You cannot reasonably satisfy yourself of Supplier’s compliance using the aforesaid information, such party or (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon ii) You have reasonable prior notice to the other party (the “Audited Party”), may conduct grounds for suspecting that there has been an audit of those unreported Personal Data Breach or that Supplier is in breach of the Audited Party’s records Processing provisions set out in this DPA, or (iii) where required by a relevant Privacy Authority or Applicable Privacy Laws, You may, upon giving Supplier prior written notice, audit (or appoint a third party auditor to audit) at Your cost the technical and organizational security measures, systems, premises, access controls, etc. operated by Supplier that are under the control and/or direction of the Audited Party and relate to the Program Personal Data being Processed by Supplier under this DPA, and which shall include where reasonable and appropriate, access to Supplier’s Processing records and ▇▇▇▇▇▇▇▇.▇▇▇ agree to give Supplier not less than 28 days’ written notice of any information or can audit request under this section (unless circumstances require that a shorter notice period be reasonably segregated. Such audit given, provided always that such notice period shall be conducted during normal business hours reasonable). The Parties shall mutually agree on the details of the audit, including the reasonable start date, scope and duration of, and security and confidentiality controls applicable to, any such audit.The report generated from such an audit (and any information arising therefrom) shall be considered the Confidential Information of Supplier, and Customer may only share the same with a third party (including a third-party controller) with Supplier’s prior written agreement. successor), such transfer and Processing of Personal Data shall be carried out in accordance with generally accepted auditing standards the then current SCCs together with a UK Addendum, which shall be deemed incorporated into and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate form an integral part of this DPA in the circumstances, minimizing interference accordance with the Audited Party’s normal business operationsAppendix hereto. The Audited Party An approved electronic execution or acceptance of this DPA shall use reasonable commercial efforts to facilitate be deemed as the Auditing Party’s review, including making reasonably available such personnel “signature” of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating Parties to the Program held by persons performing services in connection with applicable SCCs and UK Addendum. If any such transfer of Personal Data is to a sub-processor, Supplier shall procure that the Program at the Auditing Party’s request. Notwithstanding the generality terms of the foregoing, however, an Audited Party shall not be applicable SCCs and UK Addendum are imposed on such sub-processor before the transfer takes place. Information required to provide access to records to by the extent that (i) such access SCCs and UK Addendum is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to contained within the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant Appendix to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up to the amount of the impact of such error or adjustmentDPA.

Audit. (a) Once a year The SERVICE PROVIDER shall document, implement and comply with processes required in connection with this Contract and keep or at any time that a party disputes the amount of any material monies owed by either party cause to the other hereunderbe kept full and accurate Records, such party that the CUSTOMER (or its authorised agents) may verify that the “Auditing Party”), subject to this Section 14.1(b), at SERVICE PROVIDER (including its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services Sub-Contractors used in connection with the Program at the Auditing Party’s request. Notwithstanding the generality provision of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (iOrdered Goods) such access has complied and is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party complying with its obligations under or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments Contract and in addition pay this regard the SERVICE PROVIDER shall grant to or procure for the Auditing Party’s costs CUSTOMER (and its authorised agents) the right of reasonable access to any Records, premises, goods and services used by the SERVICE PROVIDER (including its Sub-Contractors used in connection with conducting the provision of the Ordered Goods) in the provision of the Ordered Goods and provide or procure the provision of reasonable assistance at all times to facilitate the same. The CUSTOMER shall use reasonable endeavours to cause the minimum amount of disruption in connection with any such audit up and to the amount comply with building regulations and security requirements of the impact SERVICE PROVIDER and such Sub-Contractors whilst on its and their premises. If any audit under or in connection with this Contract reveals any non-compliance or if the CUSTOMER or its authorised agents are prevented by the SERVICE PROVIDER from conducting any audit contemplated by this Clause 32 then the CUSTOMER shall be entitled to exercise any or all of the options set out in Clause 32.3. Subject to Clause 33.2 the CUSTOMER shall be entitled to: elect that the costs of any such error audit or adjustment.efforts to conduct the same shall be recharged to and paid by the SERVICE PROVIDER forthwith; elect that the SERVICE PROVIDER remedies such non-compliance forthwith, at its own expense; elect that all loss, damage, costs and expenses suffered by the CUSTOMER and arising out of or connected with a breach of this Contract and discovered as a result of any such audit including but not limited to:

Audit. 33.1 The Contractor will keep and maintain until six (a6) Once a year or at any time that a party disputes years after the amount of any material monies owed by either party to the other hereunder, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those end of the Audited Party’s Term full and accurate records that are of this Contract, including the Services supplied under it, all expenditure reimbursed by the control and/or direction Grantor, and all payments made by the Grantor. The Grantor shall have the right to conduct audits of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable commercial efforts to facilitate the Auditing Party’s review, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records to the extent that (i) such access is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any Contractor‟s performance of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed obligations under this Contract pursuant to this Section 14.1 reveals any systemic error, operational deficiency clause 33 (Audit) (an “Audit”) and the Contractor will on request afford the Grantor or material discrepancythe Grantor‟s representatives such access to those records as may be requested by the Grantor. 33.2 Subject to the Grantor‟s obligations of confidentiality in relation to the Confidential Information of the Contractor, the Audited Party Contractor will on demand provide the Grantor (and/or its agents or representatives) with all reasonable co-operation and assistance in relation to each Audit and shall correct such errormake available to the Grantor (without limitation): 33.2.1 all information requested by the Grantor within the scope of the required Audit; 33.2.2 the Contractor‟s audited accounts within thirty (30) days of the formal adoption of those accounts; 33.2.3 reasonable access to any premises, equipment or systems controlled by the Contractor (whether exclusively or non-exclusively) and used in the performance of the Services; 33.2.4 access to Contractor‟s Staff; and 33.2.5 any other information reasonably called for by the Grantor. 33.3 The Parties agree that they will bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause 33 (Audit), unless an Audit identifies a material Default by the Contractor in which case the Contractor will reimburse the Grantor for all the Grantor‟s reasonable costs incurred in the course of that Audit. 33.4 If an Audit identifies that: 33.4.1 the Contractor has failed to perform its obligations under this Contract in any material manner, the Parties will agree and implement a remedial plan; 33.4.2 the Contractor has overpaid any sum of money due to the Grantor under this Contract, the Grantor will pay to the Contractor the amount overpaid within twenty (20) Working Days, and the Contractor may deduct the relevant amount from any sums due to the Grantor if the Grantor fails to make this payment; 33.4.3 the Contractor has underpaid any necessary adjustments and in addition sum of money due to the Grantor under this Contract, the Contractor will pay for to the Auditing Party’s costs in connection with conducting such audit up to Grantor within twenty (20) Working Days the amount of the impact of such error or adjustmentunderpayment.

Audit. Upon reasonable thirty (a30) Once a year or days notice to ESE, ESE shall, and shall require its Third Third-Party Representatives to permit Utility, its auditors, designated audit representatives, and regulators to audit and inspect, at any time that a party disputes the amount of any material monies owed by either party to the other hereunder, such party Utility’s sole expense (the “Auditing Party”except as otherwise provided in this AddendumAgreement), subject to this Section 14.1(band provided that the audit may occur no more often than once per year twelve (12) month period (unless otherwise required by Utility’s regulators): ), at its sole cost and expense and upon reasonable prior notice to the other party (the “Audited Party”), may conduct an audit of those of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the auditing party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited audit may include (A) the facilities of ESE and ESE’s Third Third-Party shall use reasonable commercial efforts Representatives where Confidential Utility Information is Processed by or on behalf of ESE; (B) any computerized or paper systems used to facilitate the Auditing PartyProcess Confidential Utility Information; and (C) ESE’s reviewsecurity practices and procedures, including making reasonably available such personnel of the Audited Party to assist the Auditing Party as reasonably requested. The Audited Party shall deliver any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party facilities, resources, plans, procedures, and shall maintain records pursuant to its regular record retention policies. For purposes of this provision, the Audited Party also shall be required to provide books and records relating to the Program held by persons performing services in connection privacy and security of Confidential Utility Information. Such audit and inspection rights shall be , at a minimum, for the purpose oflimited to verifying ESE’s compliance with the Program at the Auditing Party’s requestthis AddendumAgreement, including all applicable Data Protection Requirements. Notwithstanding anything herein, in the generality event of the foregoinga Data Security Incident, howeverESE shall and shall require its Third Party Representatives to permit an audit as may be requested by Utility, an Audited Party shall not which will be required to provide access to records in addition to the extent that permitted annual audit. If the ESE provides a SOC II report or its equivalent to the Utility, or commits to complete an independent third-party audit of ESE’s compliance with this Agreement acceptable to the Utility at ESE’s sole expense, within one hundred eighty (i180) such access days, as determined by the Utility in its sole discretion, no Utility audit is prohibited by Applicable Laws, (ii) such records are legally privileged, (iii) such records are company planning documents necessary absent a Data Security Incident. Any audit must be subject to confidentiality and non-disclosure requirements set forth in Section 6 of such party or any this Agreement. Utility shall provide ESE with a report of its affiliatesfindings as a result of any audit carried out by or on behalf of Utility. ESE shall, operating budgets within thirty (unless such records relate solely 30) days, or within a reasonable time period agreed upon in writing between the ESE and Utility, ESE shall within thirty (30) correct any deficiencies identified by Utility, and provide the SOC II audit report or its equivalent or the report produced by the independent auditor to the Program), management reviews or employee records, Utility and (iv) such records relate to other customers or operations provide a report regarding the timing and correction of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for the Auditing Party’s costs in connection with conducting such audit up identified deficiencies to the amount of Utility or within a reasonable time period agreed upon in writing between the impact of such error or adjustmentESE and Utility.

Audit. (a) Once a year 4.10.1 To the extent the Client’s audit requirements under the Data Protection Laws cannot reasonably be satisfied through audit reports, documentation or at any time that a party disputes the amount of any material monies owed by either party compliance information AutoRek makes available to the other hereunderClient, such party (the “Auditing Party”), subject to this Section 14.1(b), at its sole cost and expense and upon reasonable prior notice AutoRek will promptly respond to the other party (Client’s additional audit instructions. Before the “Audited Party”)commencement of an audit, may conduct an audit of those the Client and AutoRek will mutually agree upon the scope, timing, duration, control and evidence requirements, provided that this requirement to agree will not permit AutoRek to unreasonably delay performance of the Audited Party’s records that are under the control and/or direction of the Audited Party and relate to the Program or can be reasonably segregatedaudit. Such audit All audits shall be conducted during normal AutoRek’s ordinary business hours and in accordance with generally accepted auditing standards a non-disruptive manner. 4.10.2 To the extent needed to perform the audit, AutoRek will make the processing systems, facilities and supporting documentation relevant to the auditing processing of Client Personal Data by AutoRek available. Such an audit will be conducted by an independent, accredited third-party audit firm, during regular business hours, subject to reasonable confidentiality procedures. 4.10.3 Neither the Client nor the auditor shall employ such reasonable procedures and methods as necessary and appropriate have access to any data from AutoRek’s other clients or to AutoRek systems or facilities not involved in providing the circumstances, minimizing interference with the Audited Party’s normal business operationsapplicable Services. The Audited Each Party shall use reasonable commercial efforts bear their own costs related to facilitate such audit. If the Auditing Party’s review, including making reasonably available such personnel audit report generated as a result of the Audited Party to assist Client’s audit includes any finding of material non-compliance with this DPA, the Auditing Party as reasonably requested. Client shall share such audit report with AutoRek and AutoRek shall promptly cure any confirmed material non-compliance. 4.10.4 The Audited Party Client shall deliver conduct no more than one (1) Data Protection Audit in any document or instrument reasonably necessary for the Auditing Party to obtain such records from any person maintaining records for the Audited Party twelve (12) month period and shall maintain records pursuant provide at least thirty (30) days' notice (or such lesser notice prescribed by Data Protection Law) of its intention to its regular record retention policies. For purposes conduct a Data Protection Audit unless such Data Protection Audit is conducted: by or upon the request of this provisiona Data Protection Regulator, in which case the Audited Party also Client shall be required to provide records relating to the Program held by persons performing services in connection with the Program at the Auditing Party’s request. Notwithstanding the generality of the foregoing, however, an Audited Party shall not be required to provide access to records give AutoRek such notice as is reasonably practicable and to the extent that (i) such access notice is prohibited permitted by Applicable the Data Protection Regulator or Data Protection Laws, (ii) such records are legally privileged, (iii) such records are company planning documents of such party or any of its affiliates, operating budgets (unless such records relate solely to the Program), management reviews or employee records, and (iv) such records relate to other customers or operations of such party other than the Program or to personnel records not normally disclosed in connection with audits. (b) In the event that an audit performed pursuant to this Section 14.1 reveals any systemic error, operational deficiency or material discrepancy, the Audited Party shall correct such error, make any necessary adjustments and in addition pay for no such case shall such Data Protection Audits count toward the Auditing Party’s costs maximum of one (1) audit in connection with conducting such audit up to the amount of the impact of such error or adjustmentany twelve (12) month period.