General Audits. During the term of this Agreement on giving reasonable advance notice in writing (which shall not be less than fifteen business days), CRO and/or its suitably qualified representative (which may include a representative of Sponsor) may, during normal business hours and at mutually agreeable times, but not more than once in a contract year without cause, visit any Labcorp facility where Services for a Study are being performed in order to audit the progress of the Services. In the event of any regulatory inspection or if CRO seeks to conduct more than one Audit or inspection, without cause, in a contract year, CRO agrees to pay Labcorp a commercially reasonable fee and reasonable costs for hosting and responding to such additional Audits. CRO agrees that any of its representatives or appointed third-party auditors (which third party shall not be a competitor of Labcorp or former employee of Labcorp central laboratory services Affiliates for reasons other than the Distribution without Labcorp’s prior written consent and which shall be required to be bound by obligations of confidentiality and non-use consistent with those contained herein)) will be subject to reasonable confidentiality and non-use obligations in relation to its exposure to Labcorp’s proprietary information consistent with those contained in this Agreement. Without limiting the generality of the foregoing, where an Audit concerns or relates to referral laboratory testing or shipping methods of Labcorp, (a) CRO’s third-party auditors who conduct any Audit pursuant to this Section 7.1 may only confirm whether or not Labcorp is properly billing such costs, and (b) CRO expressly agrees that CRO’s third-party auditors may not directly or indirectly provide any details of such charges to CRO (including the actual amount of the referral laboratory testing or shipping costs incurred by Labcorp).
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General Audits. During the term of this Agreement on giving reasonable advance notice in writing (which shall not be less than fifteen business days), CRO Sponsor and/or its suitably qualified representative (which may include a representative of Sponsor) may, during normal business hours and at mutually agreeable times, but not more than once in a contract year without cause, visit any Labcorp facility where Services for a Study are being performed in order to audit the progress of the Services. In the event of any regulatory inspection or if CRO seeks to conduct more than one Audit or inspection, without cause, in a contract year, CRO agrees to pay Labcorp a commercially reasonable fee and reasonable costs for hosting and responding to such additional Audits. CRO agrees that any of its representatives or appointed third-party auditors (which third party shall not be a competitor of Labcorp or former employee of Labcorp central laboratory services Affiliates for reasons other than the Distribution without Labcorp’s prior written consent and which shall be required to be bound by obligations of confidentiality and non-non - use consistent with those contained herein), may, during normal business hours and at mutually agreeable times, but not more than twice in a contract year without cause, visit any Labcorp facility where Services for the Study are being performed in order to audit the progress of the Services . In the event of any regulatory inspection or if Sponsor seeks to conduct more than two Audits or inspections, without cause, in a contract year, Sponsor agrees to pay Labcorp a commercially reasonable fee and reasonable costs for hosting and responding to such additional Audits . If Sponsor designates a third party (which shall not be a competitor of Labcorp or former employee of Labcorp without Labcorp’s prior written consent) to conduct an Audit, the Parties must agree on the scope of the Audit in advance in writing, including the documentation and areas to be inspected . Labcorp reserves the right to limit disclosure of its proprietary information to any third party contract research organization or pharmaceutical development services provider . Sponsor agrees that any of its Representatives or appointed third party auditors will be subject to reasonable confidentiality and non-non - use obligations in relation to its exposure to Labcorp’s proprietary information consistent with those contained in this AgreementAgreement . Without limiting the generality of the foregoing, where an Audit of conduct by Sponsor pursuant to this Section 7 . 1 concerns or relates to referral laboratory testing or shipping methods of Labcorp, (a) CRO’s third-Sponsor or its Representatives or third party auditors who conduct any Audit pursuant to this Section 7.1 7 . 1 may only confirm whether or not Labcorp is properly billing such costs, and (b) CRO expressly agrees that CRO’s third-party auditors may not directly or indirectly provide any details of such charges to CRO (including the actual amount of the referral laboratory testing or shipping costs incurred by Labcorp).Sponsor expressly
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