Common use of Contract Governance Clause in Contracts

Contract Governance. RECORDS, AUDIT ACCESS AND OPEN BOOK DATA The Supplier shall keep and maintain for seven (7) years after the Contract Expiry Date (or as long a period as may be agreed between the Parties or required by the in force ESFA rules), full and accurate records and accounts of the operation of this Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 12.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 12.1 at the Suppliers premises and/or provide records and accounts (including copies of the Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Contract Period and the period specified in Clause 12.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Suppliers obligations under this Contract including in order to: verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); verify the costs of the Supplier (including the costs of all Sub Contractors and any third party suppliers) in connection with the provision of the Goods and/or Services; verify the Open Book Data; verify the Suppliers and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; verify the accuracy and completeness of any information delivered or required by this Contract; review the Suppliers quality management systems (including any quality manuals and procedures); review the Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 12, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit. CHANGE