Controls Audit Reports Sample Clauses

Controls Audit Reports. (A) Upon the Effective Date and upon each anniversary thereof during the Term, HPES will obtain a Controls Audit Report for each Service Location that is a data center. If necessary, the first such Controls Audit Report will include a bridge letter with respect to the period from the issue date to the Effective Date. HPES will provide HPI with a copy of each such Controls Audit Report within 15 days of HPES’ receipt thereof from the applicable Controls Auditor. HPES will bear all costs and expenses associated with obtaining and delivering each Controls Audit Report. (B) As requested by HPI, HPES will either (1) certify to HPI in writing that during each applicable Controls Audit Gap Period no changes have been made to (a) the Services or the Systems, (b) the manner in which the Services or Systems are provided or operated, (c) applicable controls, or (d) the Control Objectives, that could reasonably be expected to have any adverse impact on the contents of, or opinions set forth in, the applicable Controls Audit Report; or (2) provide HPI with a written description of any such changes. (C) Each Controls Audit Report will be Confidential Information of HPES; provided, however, that notwithstanding the foregoing or the confidentiality provisions of this Agreement, HPI (and HPI’s independent auditors) will be permitted to disclose any Controls Audit Report (or any of the content thereof) to any person, entity or Governmental Authority as necessary for HPI to comply with the Compliance Audit Requirements or any other applicable Law. (D) The Control Objectives will include those set forth in Schedule 14. HPI may update the Control Objectives at any time during the Term, provided that, subject to the Change Control Procedure, HPI will be responsible for any additional costs incurred by HPES in complying with the updated Control Objectives to the extent that such updated Control Objectives apply only to HPI and not to any other customer of HPES. To the extent that such updated Control Objectives apply to other customers of HPES, then the costs associated with compliance with such updated Control Objectives will be, subject to the Change Control Procedure, equitably allocated among HPI and such other customers.