Common use of Operational Audits Clause in Contracts

Operational Audits. Upon Symetra’s request, but no more often than once annually except: (a) as necessary for Symetra to respond to any regulatory requirement or inquiry; or (b) as deemed reasonably necessary by Symetra as a result of Symetra’s good faith belief that ACS has breached any of its obligations hereunder and such breach has exposed, or in Symetra’s reasonable judgment, is likely to expose, Symetra to financial or other liabilities in excess of [***], ACS shall allow Symetra and/or any independent Third Party selected by Symetra from among the firms listed on Attachment Q, or any other firm that may then be agreed to by the Parties, to perform operational and/or security audits with respect to ACS’ performance of its obligations hereunder. If a firm listed on Attachment Q might otherwise be ineligible to act as Symetra’s auditor under this Section due to a conflict of interest arising from a former or current representation of ACS, ACS and Symetra agree that such conflict may be eliminated by the audit firm’s creation of an ethical wall or other screening procedure satisfactory to both parties. ACS shall grant, and shall cause its Subcontractors to grant, Symetra and its Third Party representatives full and complete access to ACS’ and its Subcontractors’ facilities (including, without limitation, the Symetra-specific network and systems environments so that vulnerability and penetration assessments can be performed) and all books, records and other documents of ACS and its Subcontractors as they relate to this Agreement, or as they may be required in order for Symetra to ascertain any facts relative to ACS’ performance hereunder. ACS shall provide Symetra, or its authorized Third Party representatives, such information and assistance as requested in order to perform such audits; provided, however, that the Parties shall endeavor to arrange such assistance in such a way that it does not interfere with ACS’ performance of the Services. If any audit reveals a material inadequacy or deficiency in ACS’ performance, the cost of such audit, up to a cap of [***], shall be borne by ACS. ACS shall incorporate this paragraph verbatim into any Agreement into which it enters with any Subcontractor providing Services under this Agreement.

Operational Audits. Upon Symetra’s request, but no more often than once annually except: except (a) as necessary for Symetra or Client to respond to any regulatory requirement or inquiry; , or (b) as deemed reasonably necessary by Symetra as a result of Symetra’s good faith belief that ACS Adviser has breached any of its obligations hereunder and such breach has exposedhereunder, or in Symetra’s reasonable judgment, is likely to expose, Symetra to financial or other liabilities in excess of [***], ACS Adviser shall allow Symetra and/or any independent third party (“Third Party Representatives”) selected by Symetra from among the firms listed on Attachment Q, or any other firm that may then be agreed to by the Parties, to perform operational and/or security audits with respect to ACS’ Adviser’s performance of its obligations hereunder. If a firm listed on Attachment Q might otherwise be ineligible to act as Symetra’s auditor under this Section due to a conflict of interest arising from a former or current representation of ACS, ACS and Symetra agree that such conflict may be eliminated by the audit firm’s creation of an ethical wall or other screening procedure satisfactory to both parties. ACS Adviser shall grant, and shall cause its Subcontractors to grant, grant Symetra and its Third Party representatives full and complete Representatives access to ACS’ and its Subcontractors’ facilities (includingAdviser’s facilities, without limitationpersonnel, the Symetra-specific network and systems environments so that vulnerability and penetration assessments can be performed) and all books, records and other documents of ACS and its Subcontractors Adviser related to trade execution it performs for Symetra under this Agreement (not otherwise provided under section 7) (“Documentation”) as they relate to this Agreement, or as they may be required in order for Symetra to ascertain any that trades (i) are conducted by authorized personnel, (ii) are completed, and (iii) reconcile to the accounting and custody records of Symetra and its other service providers, and such other facts relative to ACS’ Adviser’s performance hereunder. ACS Symetra acknowledges that to the extent such Documentation contains aggregated data for multiple clients of Adviser, Adviser may redact certain information contained in the Documentation as reasonably necessary to meet its confidential obligations to other clients. Adviser shall provide Symetra, or its authorized Third Party representativesRepresentatives, such information and assistance as requested in order to perform such audits, including access to Adviser’s personnel to explain the control environment by means of operational walk throughs or other means; provided, however, that the Parties shall endeavor to arrange such assistance in such a way that it does not interfere with ACS’ Adviser’s performance of the ServicesAgreement. If any audit reveals a material inadequacy or deficiency Notwithstanding anything to the contrary in ACS’ performancesection 17, the cost of such audit, up no amendment to a cap of [***], this Agreement shall be borne by ACS. ACS shall incorporate this paragraph verbatim into any Agreement into which it enters with any Subcontractor providing Services required where the Parties mutually agree to change the scope of audits under this Agreementsection to permit Symetra to comply with SOX and related laws as enacted or amended from time to time.

Operational Audits. Upon Symetra’s request, but no more often than once annually except: (a) as necessary for Symetra to respond to any regulatory requirement or inquiry; or (b) as deemed reasonably necessary by Symetra as a result of Symetra’s good faith belief that ACS has breached any of its obligations hereunder and such breach has exposed, or in Symetra’s reasonable judgment, is likely to expose, Symetra to financial or other liabilities in excess of [***], ACS shall allow Symetra and/or any independent Third Party selected by Symetra from among the firms listed on Attachment Q, or any other firm that may then be agreed to by the Parties, to perform operational and/or security audits with respect to ACS’ performance of its obligations hereunder, including without limitation, to: (a) verify the integrity of Symetra Data; (b) examine the systems that process, store, support and transmit Symetra Data; (c) examine the internal controls implemented by ACS as they relate to the Services; (d) examine the security, disaster recovery and back-up practices and procedures as they relate to the Services; (e) verify ACS’ performance against the SLRs; (f) examine ACS’ measurement, Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separately with the Securities and Exchange Commission. monitoring and management tools; and (g) enable Symetra and its Affiliates to meet applicable legal, regulatory and contractual requirements. If a firm listed on Attachment Q might otherwise be ineligible to act as Symetra’s auditor under this Section due to a conflict of interest arising from a former or current representation of ACS, ACS and Symetra agree that such conflict may be eliminated by the audit firm’s creation of an ethical wall or other screening procedure satisfactory to both parties. ACS shall grant, and shall cause its Subcontractors to grant, Symetra and its Third Party representatives full and complete access to ACS’ and its Subcontractors’ facilities (including, without limitation, the Symetra-specific network and systems environments so that vulnerability and penetration assessments can be performed) and all books, records and other documents of ACS and its Subcontractors as they relate to this Agreement, or as they may be required in order for Symetra or its authorized Third Party representatives to ascertain any facts relative to ACS’ performance hereunder. ACS shall provide Symetra, or its authorized Third Party representatives, such information and assistance as requested in order to perform such audits; provided, however, that the Parties shall endeavor to arrange such assistance in such a way that it does not interfere with ACS’ performance of the Services. If any audit reveals a material inadequacy or deficiency in ACS’ performance, the cost of such audit, up to a cap of [***], shall be borne by ACS. ACS shall incorporate this paragraph verbatim into any Agreement into which it enters with any Subcontractor providing Services under this Agreement.