Common use of Record Keeping; Audits Clause in Contracts

Record Keeping; Audits. SIEMENS shall keep full and accurate accounting records of all Tests sold in sufficient detail to determine the Product Fees payable by SIEMENS to BGM. Upon reasonable written notice to SIEMENS, BGM shall have the right, during normal business hours, to have an independent certified public accountant, selected by BGM and acceptable to SIEMENS, audit SIEMENS’ records pertaining to the number of Tests sold on a confidential basis to verify the Product Fees payable pursuant to this Agreement; provided, however, that such audit shall not: (a) take place more frequently than [***] per [***]; and (b) cover records for more than the preceding [***] ([***]) [***]. Such certified public accountant shall enter into a non-disclosure agreement with confidentiality provisions at least as stringent as those set forth in this Agreement, and shall only disclose the conclusion of such audit to BGM and SIEMENS, and not any of SIEMENS’ customers, pricing or other Confidential Information. The results of such audit shall be[***]. Any adjustment in payment shall be made upon demonstration of any underpayment or overpayment.

Record Keeping; Audits. SIEMENS IMI shall keep full and accurate accounting records of all Tests sold in sufficient detail to determine the Product Fees payable by SIEMENS IMI to BGM. Upon reasonable written notice to SIEMENSIMI, BGM shall have the right, during normal business hours, to have an independent certified public accountant, selected by BGM and acceptable to SIEMENSIMI, audit SIEMENS’ IMI’s records pertaining to the number of Tests sold on a confidential basis to verify the Product Fees payable pursuant to this Agreement; provided, however, that such audit shall not: (a) take place more frequently than [***] per [***]; and (b) cover records for more than the preceding [***] ([***]) [***]. Such certified public accountant shall enter into a non-disclosure agreement with confidentiality provisions at least as stringent as those set forth in this Agreement, and shall only disclose the conclusion of such audit to BGM and SIEMENSIMI, and not any of SIEMENS’ IMI’s customers, pricing or other Confidential Information. The results of such audit shall bebe [***]. Any adjustment in payment shall be made upon demonstration of any underpayment or overpayment.