Common use of FINANCIAL RECORDS AND AUDIT Clause in Contracts

FINANCIAL RECORDS AND AUDIT. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, Services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of Buyer’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of Seller’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this contract, Buyer shall promptly pay any balance due to Seller. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all such records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims

FINANCIAL RECORDS AND AUDIT. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this contract Contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, Services services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of BuyerXxxxx’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this contract Contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of SellerXxxxxx’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this contractContract, Buyer shall promptly pay any balance due to Seller. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this contract Contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all such records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract Contract award), invoices or claims

FINANCIAL RECORDS AND AUDIT. Seller shall maintain complete and accurate books, records and documents pertaining to the time worked, costs, expenses and allowances incurred in the performance of this contract in sufficient detail to properly reflect all net costs (direct and indirect) of labor, materials, equipment supplies, Services and other costs and expenses for which reimbursement or compensation is claimed. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer shall have the right to assign representatives to Seller’s plant for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably required. Material charges shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, a copy of BuyerXxxxx’s shipper will be kept in Seller’s files for auditing purposes. Such records shall be made available to Buyer, upon request, for examination, reproduction and audit from the date of this contract until three years after final payment hereunder. As a result of any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of SellerXxxxxx’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this contract, Buyer shall promptly pay any balance due to Seller. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. Seller shall retain all financial records and documents pertaining to the Services for a period of no less than three years after final payment. Such records and documents shall date back to the time this contract was issued and shall include, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all such records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claims

FINANCIAL RECORDS AND AUDIT. Seller Equillium shall maintain complete keep, and shall cause its Subsidiaries to keep, full, true and accurate books, records and documents books of account pertaining to the time worked, costs, expenses and allowances Development Costs incurred in the performance of this contract by it in sufficient detail to properly reflect all net costs (direct permit Xxx to confirm the accuracy of the Development Cost reports and indirect) invoices delivered by Equillium pursuant to Section 8.10, for at least [***] full calendar years following the end of labor, materials, equipment supplies, Services and other costs and expenses for the calendar year to which reimbursement or compensation is claimedthey pertain. The labor hours shall be supported by a timekeeping system acceptable to Buyer and shall include evidence of actual payment. Buyer Xxx shall have the right right, once annually, to assign representatives cause an independent, internationally recognized accounting firm selected and engaged by Xxx to Selleraudit such records and books in order to confirm the accuracy of such Development Cost reports and invoices for a period covering not more than the preceding two full calendar years (a “Financial Audit”). The records and books of Equillium and its Subsidiaries for a particular calendar year shall be subject to audit by Xxx under this Section 8.11 only once. Audits pursuant to this Section 8.11 may be exercised during normal business hours upon reasonable prior written notice to Equillium. The auditor will execute a reasonable written confidentiality agreement with Equillium, use reasonable efforts to minimize any disruption to Xxxxxxxxx’s plant business, and disclose to Xxx only such information as is reasonably necessary to provide Xxx with information regarding any discrepancies between amounts reported and invoiced and Development Costs that Xxx is obligated to reimburse under this Agreement. Equillium shall make personnel reasonably available during regular business hours to answer queries on all such books and records required for the purpose of verifying the number and type of direct hours being incurred and making such audit and check of Seller’s activities as may be reasonably requiredFinancial Audit. Material charges The auditor shall be supported by paid invoices or storeroom requisitions. When Buyer-furnished property is used, deliver a copy of Buyer’s shipper will be kept its findings to each of the Parties within [***] of the completion of the review, and in Seller’s files for auditing purposes. Such records the absence of fraud or manifest error, the findings of such auditor shall be made available to Buyer, upon request, for examination, reproduction final and audit from binding on each of the date of this contract until three years after final payment hereunderParties. As a result of If such Financial Audit reveals that actual Development Costs in any audit performed by Buyer, payments previously made to Seller shall be subject to adjustment for over payment or under payment, respectively. Seller shall submit its final invoice promptly after completion of work. Upon approval of Seller’s final invoice and substantiating documentation and upon compliance by Seller with all terms of this contract, Buyer shall promptly pay any balance due to Seller. Upon request, Seller shall make available to Buyer data relative to payroll policies and procedures, including collective bargaining agreements with respect to wage payments for straight time, overtime, holidays, etc. Seller shall retain all financial records and documents pertaining calendar year (except to the Services extent such Development Costs exceeded [***]% of the Development Budget for a period of no less than three years after final paymentsuch calendar year) exceeded the Development Costs invoiced by Equillium in such calendar year, then Xxx shall pay the difference to Equillium. Such records and documents shall date back to If such Financial Audit reveals that the time this contract was issued and shall includeDevelopment Costs invoiced by Equillium in any calendar year exceeded actual Development Costs in such calendar year, without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all such records related to pricing, performance and proposed costs associated with any proposals (prior to or after contract award), invoices or claimsthen: