Further Conditions for Audits Clause Samples
The 'Further Conditions for Audits' clause sets out additional requirements or stipulations that must be met for an audit to take place under the agreement. This may include advance notice periods, limitations on the frequency or scope of audits, or specific procedures that must be followed by the auditing party. For example, the clause might require that audits occur only during business hours or that confidential information is protected during the process. Its core function is to balance the right to audit with the need to minimize disruption and protect sensitive information, ensuring that audits are conducted fairly and efficiently.
Further Conditions for Audits. To conduct an audit:
(a) the Controller shall send the request for audit to the Controller pursuant to Section 7.5.2(a) as described in Section 12.1 (Agile Contacts), giving notice of at least 15 (fifteen) working days, it being understood that such activities may not be conducted by the Controller more than once (1 time) per year and, in any case, if less than 12 (twelve) months have passed since the last audit by the Controller;
(b) upon receipt of a request pursuant to Section 7.5.3(a) from the Controller, Agile undertakes to discuss and agree in advance on the start date, scope and duration, security and confidentiality controls applicable to the audit pursuant to Section 7.5.2(a);
(c) nothing in this Data Processing Agreement shall require the Agile or its Subsidiaries to disclose or grant access by the Controller or third-party auditor to:
(i) data of any other client of Agile;
(ii) any Agile internal accounting or financial information;
(iii) any Agile trade secret or know-how;
(iv) any information that could compromise the security of Agile systems or premises; or cause Agile to breach its obligations under European and Domestic Legislation or its security obligations toward the Controller or third parties; or
(v) any information to which the Controller or third-party auditor seeks access for reasons other than the fulfilment in good faith of the Controller’s obligations under European and Domestic Legislation.
(vi) audits shall be subject to a specific confidentiality agreement between all parties involved.
Further Conditions for Audits. To conduct an audit:
(a) the Data Controller shall send the request for audit to the Controller pursuant to Section 7.5.2(a) as described in Section 12.1 (MailUp Contacts), giving notice of at least 15 (fifteen) working days, it being understood that such activities may not be conducted by the Controller more than once (1 time) per year and, in any case, if less than 12 (twelve) months have passed since the last audit by the Controller;
(b) upon receipt of a request pursuant to Section 7.5.3(a) from the Controller, MailUp undertakes to discuss and agree in advance on the start date, scope and duration, security and confidentiality controls applicable to the audit pursuant to Section 7.5.2(a);
(c) nothing in this Data Processing Agreement shall require the MailUp or its Subsidiaries to disclose or grant access by the Controller or third-party auditor to:
(i) data of any other client of MailUp;
(ii) any MailUp internal accounting or financial information;