Common use of RECORDS AND AUDIT ACCESS Clause in Contracts

RECORDS AND AUDIT ACCESS. The Customer shall use reasonable endeavours to ensure that the conduct of each audit carried out pursuant to Schedule 7 (Records and Audit Access) of the Framework Agreement does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under Schedule 7 (Records and Audit Access) of the Framework Agreement unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer’s reasonable costs incurred in relation to the audit. FORCE MAJEURE Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under this Contract (other than a payment of money) to the extent that such delay or failure is a result of a Force Majeure Event. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under this Contract for the duration of such Force Majeure Event. However, if such Force Majeure Event prevents either Party from performing its material obligations under this Contract for a period in excess of fifteen (15) consecutive Calendar Days either Party may terminate this Contract with immediate effect by notice in writing to the other Party. Any failure or delay by the Supplier in performing its obligations under this Contract which results from any failure or delay by an agent, Sub-Contractor or Supplier shall be regarded as due to a Force Majeure Event only if that agent, Sub-Contractor or Supplier is itself impeded, as in the case of an Affected Party, by a Force Majeure Event from complying with an obligation to the Supplier. If either Party becomes aware of a Force Majeure Event or occurrence which gives rise to or is likely to give rise to any such failure or delay on its part as described in Clause 23.1.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period during which it is estimated that such failure or delay shall continue. The Supplier shall not have the right to any payment from the Customer under this Contract where the Supplier is unable to provide the Services and/or Deliverables because of a Force Majeure Event.

RECORDS AND AUDIT ACCESS. The Customer shall use reasonable endeavours to ensure that the conduct of each audit carried out pursuant to Schedule 7 (Records and Audit Access) of the Framework framework Agreement does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under Schedule 7 (Records and Audit Access) of the Framework framework Agreement unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer’s reasonable costs incurred in relation to the audit. FORCE MAJEURE Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under this Contract (other than a payment of money) to the extent that such delay or failure is a result of a Force Majeure Event. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under this Contract for the duration of such Force Majeure Event. However, if such Force Majeure Event prevents either Party from performing its material obligations under this Contract for a period in excess of fifteen (15) consecutive Calendar Days either Party may terminate this Contract with immediate effect by notice in writing to the other Party. Any failure or delay by the Supplier in performing its obligations under this Contract which results from any failure or delay by an agent, Sub-Contractor or Supplier shall be regarded as due to a Force Majeure Event only if that agent, Sub-Contractor or Supplier is itself impeded, as in the case of an Affected Party, by a Force Majeure Event from complying with an obligation to the Supplier. If either Party becomes aware of a Force Majeure Event or occurrence which gives rise to or is likely to give rise to any such failure or delay on its part as described in Clause 23.1.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period during which it is estimated that such failure or delay shall continue. The Supplier shall not have the right to any payment from the Customer under this Contract where the Supplier is unable to provide the Services and/or Deliverables because of a Force Majeure Event.

RECORDS AND AUDIT ACCESS. The Customer shall use reasonable endeavours to ensure that the conduct of each audit carried out pursuant to Schedule 7 (Records and Audit Access) of the Framework Agreement does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under Schedule 7 (Records and Audit Access) of the Framework Agreement unless the audit reveals a Material Breach by the Supplier in which case the Supplier shall reimburse the Customer for the Customer’s reasonable costs incurred in relation to the audit. FORCE MAJEURE Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under this Contract (other than a payment of money) to the extent that such delay or failure is a result of a Force Majeure Event. Notwithstanding the foregoing, each Party shall use all reasonable endeavours to continue to perform its obligations under this Contract for the duration of such Force Majeure Event. However, if such Force Majeure Event prevents either Party from performing its material obligations under this Contract for a period in excess of [fifteen (15) consecutive Calendar Days Days] either Party may terminate this Contract with immediate effect by notice in writing to the other Party. Any failure or delay by the Supplier in performing its obligations under this Contract which results from any failure or delay by an agent, Sub-Contractor or Supplier shall be regarded as due to a Force Majeure Event only if that agent, Sub-Contractor or Supplier is itself impeded, as in the case of an Affected Party, by a Force Majeure Event from complying with an obligation to the Supplier. If either Party becomes aware of a Force Majeure Event or occurrence which gives rise to or is likely to give rise to any such failure or delay on its part as described in Clause 23.1.1 it shall immediately notify the other by the most expeditious method then available and shall inform the other of the period during which it is estimated that such failure or delay shall continue. The Supplier shall not have the right to any payment from the Customer under this Contract where the Supplier is unable to provide the Services and/or Deliverables because of a Force Majeure Event.