Common use of RECORDS AND AUDIT ACCESS Clause in Contracts

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescales. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Certificate should confirm that tests have been completed to provide assurance that: a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Agreement. Each such inspection shall be an "Audit". The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescales. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Certificate should confirm that tests have been completed to provide assurance that: a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Agreement. Each such inspection shall be an "Audit". The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. CONTRACTING BODY SATISFACTION MONITORING The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Services (including the way in which the Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Services; monitoring the compliance by the Supplier with this Framework Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Supplier. CONFIDENTIALITY Except to the extent set out in this Clause 19 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Supplier’s Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Supplier’s Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Supplier Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Supplier shall procure that members of the Supplier Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. In the event that any default, act or omission of any Supplier Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in connection with this Framework Agreement, the Supplier shall take such action as may be appropriate in the circumstances, including the use of disciplinary procedures in serious cases. To the fullest extent permitted by its own obligations of confidentiality to any Supplier Staff, the Supplier shall provide such evidence to the Authority as the Authority may reasonably require (though not so as to risk compromising or prejudicing the case) to demonstrate that the Supplier is taking appropriate steps to comply with this Clause, including copies of any written communications to and/or from Supplier Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Supplier Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 to 19.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 19); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause 15): for the purpose of the examination and certification of the Authority's accounts; for the purpose of any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any government department or any Contracting Body. The Supplier acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levels, pricing information (which includes information on prices tendered in a further competition, even where an Order is not placed) and the terms of any Call-Off Agreement may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. Nothing in Clauses 19.1 to 19.5 shall prevent either Party from using any techniques, ideas or Know-How gained during the performance of its obligations under this Framework Agreement or the Call-Off Agreements in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses 19.1 to 19.5, the Authority reserves the right to terminate this Framework Agreement in accordance with Clause 26.3. Clauses 19.1 to 19.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses 19.1 to 19.5. The Supplier will co-operate with the Authority in any investigation that the Authority considers necessary to undertake as a result of any breach of security in relation to Authority’s Confidential Information.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven six (76) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements Customer Contracts entered into with Contracting Bodies Customers and the amounts paid by each Contracting BodyCustomer. The Without prejudice to the generality of the foregoing, the Supplier shall document, implement and comply with processes, and keep or cause to be kept full and maintainaccurate records, until such that (and such that the later of: seven (7) years after Authority or its statutory auditors or authorised agents may verify that): the date Authority can verify the amount of termination or expiry Commission being invoiced by the Supplier under the Customer Contracts, and being paid by Customers to the Supplier; Management Information is accurate and provided promptly to the Authority and is checked and signed off by a senior officer of the Supplier, who understands the obligations and requirements of this Framework Agreement; seven invoices for the supply of Gas Products and Additional Services are calculated in accordance with Schedule 3 and the Customer Contracts, are correct and are issued in a timely manner in accordance with Schedule 5, the Key Performance Indicators and the Customer Contracts; records are kept of all Customer Contracts entered into; records (7including Confirmations) years after are kept of all Transactions entered into by the date Supplier and the Authority; records are kept of termination or expiry all Additional Services, if any, provided by the Supplier to each Customer, the applicable charges and the Supplier’s standard of the last Call-Off Agreement performance in providing such Additional Services; Key Performance Indicators are monitored and corrective action is taken where necessary pursuant to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework AgreementAgreement or the Customer Contracts; Queries, including the Call-Off Agreements entered into with Contracting BodiesComplaints and Disputes are recorded, the Services provided pursuant to the Call-Off Agreementsinvestigated and resolved; and external security, quality, environmental management and the amounts paid by each Contracting Body under the Call-Off Agreementssimilar accreditations are maintained. The Supplier shall keep the records and accounts referred to in Clause 17.1 7.1 above in accordance with Good Industry Practice and LawPractice. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesAgreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team head or by chief internal auditor or external auditor and shall be provided to the Supplier’s external auditor. The Self Audit Certificate should confirm that tests have been completed to provide assurance that: a representative sample Authority no later than two (2) Months after the end of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable)each Contract Year. The Supplier shall afford the Authority (or relevant Other Contracting BodyCustomer), the Authority's representatives, representatives and/or the National Audit Office and/or auditor appointed by the Audit Commission ("“Auditors"”) access to the records and accounts referred to in Clause 17.1 at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority (or relevant Other Contracting BodyCustomer) from time to time, in order that the Authority (or relevant Contracting BodyCustomer) may carry out an inspection including for of: Management Information; Commission payments; and/or the following purposes: Charges, in order to verify the accuracy correct application of Charges (pricing methodologies, performance, security and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier integrity in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Agreementtherewith. Each such inspection of records and accounts shall be an "“Audit"”. The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and for a period of seven six (76) Years years after expiry of the Term to the Authority (or relevant Contracting BodyCustomer) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off AgreementsCustomer Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providingincluding: all information requested by the Auditor within the scope of the Audit requested by the AuditorAudit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate)Services; and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge Commission payments due in respect of any Month then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.Commission payments due;

RECORDS AND AUDIT ACCESS. The Supplier Service Provider shall keep and maintain until seven six (76) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including all documentation associated with the supply of the Services provided under it, the Call-Off Agreements Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement Such records will include but not be limited to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with invitations to tender received from Contracting Bodies, the Services provided pursuant Orders received from Contracting Bodies and invoices levied on those Contracting Bodies for work undertaken in response to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreementsthose Orders. The Supplier Service Provider shall keep the records and accounts referred to in Clause 17.1 18.1 above in accordance with Good Industry Practice and Lawgood accountancy practice. The Supplier Service Provider shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesAgreement. The Self Audit Certificates shall be completed by a responsible senior member the Service Provider’s auditor [or where Service Provider is an SME the Account Manager] and shall be provided to that Authority no later than two (2) Months after the end of the Supplier’s management team or by the Supplier’s external auditoreach Contract Year. The Self Audit Certificate should confirm that tests have been completed to provide assurance that: a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). The Supplier Service Provider shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, representatives and/or the National Audit Office and/or auditor appointed by the Audit Commission ("“Auditors"”) such access to the such records and accounts referred to in Clause 17.1 at the Supplier's Service Provider’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority (or relevant Other Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection including for of those records or accounts.. Each such inspection of records and accounts shall be an Audit. For the following purposes: avoidance of doubt, the purpose of an Audit is to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure establish that the Supplier is complying with Service Provider has fulfilled all its obligations under this Framework Agreement Agreement, including providing accurate Management Information and any Call-Off Agreement. Each such inspection shall be an "Audit"making correct payments of the Management Charge to the Authority. The Supplier Service Provider shall provide such records and accounts (together with copies of the Supplier's Service Provider’s published accounts) on request during the Term and for a period of seven six (76) Years years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier Service Provider or delay the provision of the Services pursuant to the Call-Off AgreementsContracts, save insofar as the Supplier Service Provider accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations rights of confidentiality, the Supplier Service Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: including:- all information requested by the Auditor within the scope of the Audit requested by the AuditorAudit; reasonable access to any sites controlled by the Supplier Service Provider and to equipment used in the provision of the Services (and/or Ordered Services as appropriate)Services; and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid reveals: an underpayment of an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then without prejudice to due; a Material Default; and/or a Consistent Failure; the Authority’s other rights under this Framework Agreement the Supplier Service Provider shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that and in the Supplier has underpaid an amount equal to or greater than five per cent (5%) case of the Management Charge due in respect of any Month; or a Material Default; 18.8.1 and 18.8.3, the Authority shall (may, in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to discretion, terminate this Framework AgreementAgreement with immediate effect. The Parties agree that they In all other circumstances, each party shall bear their its own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1718 CONTRACTING BODY SATISFACTION MONITORING The Authority may undertake (or procure the undertaking of) a Contracting Body satisfaction survey (“Contracting Body Satisfaction Survey”) the purpose of which shall include:- assessing the level of satisfaction among Contracting Bodies with the Services (including the way in which the Services are provided, unless performed and delivered) and, in particular, with the Audit reveals a Material Default and/or Consistent Failure quality, efficiency and effectiveness of the Services; monitoring the compliance by the Supplier in which case Service Provider with the Supplier statements of work; such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall reimburse be entitled, but not obliged, to use the Authority for results of the Authority's reasonable costs incurred Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the AuditCall-off Contracts and any other contract between the Contracting Body and the Service Provider.

RECORDS AND AUDIT ACCESS. The Supplier (which for the purposes of this Clause includes all Sub-Contractors) shall keep and maintain until seven (7) Years 12 months after the date of termination or expiry of this Framework Agreement or of the last Call-Off Agreement (whichever is the earlierlater) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the G-Cloud Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year at the termination (or expiry) of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesfor whatever reason. The Self Audit Certificates Certificate shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Certificate should confirm that tests have been completed auditor or company Managing Director and shall be provided to provide assurance that: a representative sample the Authority no later than three (3) Months after termination or expiry of Orders are clearly identified as this Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable)Agreement. The Supplier shall afford the Authority (or relevant Other Contracting Body)Authority, the Authority's ’s representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("“Auditors"”) access to the records and accounts referred to to, and for the purposes specified, in Clause 17.1 paragraph S5-1.1 at the Supplier's ’s premises and/or provide copies of such the records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection including of the records and accounts referred to in paragraph S5-1.1 for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that G-Cloud Services for the Supplier is complying with its obligations purposes of auditing the Charges and Management Charges under this the Framework Agreement and any Call-Off Agreement. Each such inspection shall be an "Audit"Agreement only. The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and during the Call-Off Agreement Period and for a period of seven twelve (712) Years months after termination or expiry of the Term or the last Call Off Agreement (whichever is the later) to the Authority (or relevant Contracting BodyBody or Auditors) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the G-Cloud Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office Auditors is outside of the control of the Authority. Subject to the Authority's ’s obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information requested by the Auditor within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate)Audit; and access to the Supplier Staff. If an Audit reveals that reveals: an underpayment by the Supplier has underpaid an amount equal to or greater than one the Authority in excess of five (5%) per cent (1%) of the total Management Charge due in respect of any Month monthly reporting and accounting period; and/or a Material Breach; then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; and the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework AgreementAgreement pursuant to Clause FW-12. The Parties agree that they (Termination). Each Party shall bear their its own respective costs and expenses incurred in respect of compliance with their its obligations under this Clause, save as specified in Clause 17S5-1.7 of this Schedule 5 of the Framework Agreement. The Supplier may appoint subject to the Authority’s Approval, unless the Audit reveals a Material Default and/or Consistent Failure which shall not be unreasonably withheld, an independent auditor appointed by the Supplier in which case the Supplier shall reimburse supplier but acceptable to the Authority for to undertake the Authority's reasonable costs incurred activities in relation to Clause S5-1.3 of this Schedule 5 of the Audit.Framework Agreement where the restrictions in Clause FW-24.4 of the Framework Agreement allow. FRAMEWORK SCHEDULE 6

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Call Off Agreement Contract to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Call Off Agreements Contracts entered into with Contracting Bodies, the Services provided pursuant to the Call-Call Off AgreementsContracts, and the amounts paid by each Contracting Body under the Call-Call Off AgreementsContracts and those supporting tests and evidence that underpin the provision of the annual Self Audit Certificate and supporting Audit Report. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following of the end of each that Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesYear. The Each Self Audit Certificates Certificate shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditorauditor and the signatory must be professionally qualified in a relevant audit or financial discipline. The Each Self Audit Certificate should confirm that be based on tests have been completed to against a representative sample of 10% or 100 transactions (whichever is smaller) and should provide assurance that: a representative sample of Orders are clearly identified as Framework Orders such in the order processing/ processing and invoicing systems and and, where required, Orders are correctly reported in the MI returnsReports; all related invoices are completely and accurately included in the MI returnsReports; and all Charges to Contracting Bodies comply with any requirements under the Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the order processing and invoicing systems as orders not placed under this Framework Agreement have been correctly identified as such, an appropriate and legitimately tendered procurement route has been used to place those orders, and those orders should not otherwise have been routed via centralised mandated procurement processes executed by the Authority. Each Self Audit Certificate should be supported by an Audit Report that provides details of the methodology applied to complete the review, the sampling techniques applied, details of any issues identified and remedial action taken. The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") any Auditor access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts (including copies of the Supplier’s published accounts), as may be required and agreed with by any of the Authority (or relevant Other Contracting Body) Auditors from time to timetime during the period specified in Clause , in order that the Authority (or relevant Contracting Body) Auditor may carry out an inspection inspection, including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 77 (Value for Money); to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Call Off AgreementContract. Each such inspection shall be an "Audit". The to receive from the Supplier shall provide such records and accounts (together on request summaries of all central government public sector expenditure placed with copies of the Supplier including through routes outside the Framework in order to verify that the Supplier's published accounts) ’s practice is consistent with the Government transparency agenda which requires all public sector bodies to publish details of expenditure on request during the Term and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditorscommon services. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Call Off AgreementsContracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate)Services; and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then one Contract Year or year of any Call Off Contracts then, without prejudice to the Authority’s other rights under this Framework Agreement Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect during any Contract Year of this Framework Agreement and any MonthCall Off Contracts; or and/or a Material material Default; then the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework AgreementAgreement under Clause . The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless save as specified in Clause . CONFIDENTIALITY Except to the Audit reveals a Material Default and/or Consistent Failure extent set out in this Clause or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Supplier shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without prior Approval) or used by any Staff otherwise than for the purposes of this Framework Agreement. The Supplier shall ensure that the Staff are aware of the Supplier's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Staff comply with the Supplier's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which case shall not be made unreasonably), the Supplier shall reimburse procure that members of the Staff whom the Authority for may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Supplier shall not, and shall procure that the Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes permitted by this Framework Agreement. In the event that any default, act or omission of any Staff causes or contributes (or could cause or contribute) to the Supplier breaching its obligations of confidentiality under or in connection with this Framework Agreement, the Supplier shall take such action as may be appropriate in the circumstances (including the use of disciplinary procedures or removal of Sub-Contractors in serious cases). To the fullest extent permitted by its own obligations of confidentiality to any Staff, the Supplier shall provide such evidence to the Authority as the Authority may reasonably require (though not so as to risk compromising or prejudicing any disciplinary or other proceedings) to demonstrate that the Supplier is taking appropriate steps to comply with Xxxxxx , including copies of any written communications to and/or from Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Staff in connection with obligations as to confidentiality. The provisions of Clauses to shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause ); is provided for the purpose of obtaining professional advice; was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is information independently developed without access to the Confidential Information; or (without prejudice to Clause ) must be disclosed in accordance with Law, including but not limited to any requirements for disclosure under Clause (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause ): for the purpose of the examination and certification of the Authority's accounts; for the purpose of any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; or to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or other Contracting Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any government department or any Contracting Body. The Supplier acknowledges and agrees that information relating to Call Off Contracts, including Service Levels, pricing information (which includes information on prices tendered in a Further Competition Procedure, even where a Call Off Contract is not entered into) and the terms of any Call Off Contract may be shared with any Government bodies or any other Contracting Body from time to time. The Authority shall use reasonable costs incurred endeavours to notify the recipient of such information that its contents are confidential. For the purpose of this Clause , the Authority’s obligation to use reasonable endeavours shall be met if: in respect of written correspondence it marks the envelope as confidential; or in respect of electronic correspondence it marks the email heading confidential. Nothing in Clauses to shall prevent either Party from using any techniques, ideas or Know-How gained during the performance of its or the other Party’s obligations under this Framework Agreement or the Call Off Contracts in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Supplier fails to comply with Clauses to , the Authority reserves the right to terminate this Framework Agreement with immediate effect by notice in writing. Clauses to shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call Off Contracts, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Supplier will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the Auditperformance of this Framework Agreement and the Call Off Contracts and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses to . The Supplier will co-operate with the Authority in any investigation that the Authority considers necessary to undertake as a result of any breach of security in relation to Authority’s Confidential Information. The Supplier shall, at its own expense, alter any security systems used in connection with the performance of this Framework Agreement or Call Off Contract at any time during the Framework Period at the Authority's request if the Authority believes (acting reasonably) the Supplier has failed to comply with Xxxxxx . TRANSPARENCY The Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Framework Agreement is not Confidential Information. Notwithstanding any other term of this Framework Agreement, the Supplier hereby gives its consent for the Authority to publish the Framework Agreement in its entirety, (subject to any information that is exempt from disclosure in accordance with the provisions of FOIA being redacted) including from time to time agreed changes to the Framework Agreement. The Authority shall be responsible for determining in its absolute and sole discretion whether any Management Information is exempt from disclosure in accordance with the provisions of the FOIA. The Authority may consult with the Supplier to help with its decision regarding any FOIA exemptions under Clauses 15.1 and but the Authority shall have the final decision in its absolute and sole discretion. The Supplier shall assist and cooperate with the Authority to enable the Authority to publish this Framework Agreement.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Call Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Call Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Call Off Agreements, and the amounts paid by each Contracting Body under the Call-Call Off AgreementsAgreements and those supporting tests and evidence that underpin the provision of the annual Self Audit Certificate and supporting summary audit report. The Supplier shall keep the records and accounts referred to in Clause 17.1 above 13.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following of the end of each that Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesYear. The Each Self Audit Certificates Certificate shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditorauditor and the signatory must be professionally qualified in a relevant audit or financial discipline. The Each Self Audit Certificate should confirm that be based on tests have been completed against a representative sample of 10% or 100 transactions (whichever is smaller) to provide assurance that: a representative sample of Orders are clearly identified as Framework Orders such in the order processing/ processing and invoicing systems and and, where required, Orders are correctly reported in the MI returnsReports; all related invoices are completely and accurately included in the MI returnsReports; and all Charges to Contracting Bodies comply with any requirements under the Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of 20 public sector orders identified from the order processing and invoicing systems as orders not placed under this Framework Agreement have been correctly identified as such, an appropriate and legitimately tendered procurement route has been used to place those orders, and those orders should not otherwise have been routed via centralised mandated procurement processes executed by the Authority. Each Self Audit Certificate should be supported by a summary audit report that provides details of the methodology applied to complete the review, the sampling techniques applied, details of any issues identified and remedial action taken. The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") any Auditor access to the records and accounts referred to in Clause 17.1 13.1 at the Supplier's premises and/or provide copies of such records and accounts (including copies of the Supplier’s published accounts), as may be required and agreed with by any of the Authority (or relevant Other Contracting Body) Auditors from time to timetime during the period specified in Clause 13.1, in order that the Authority (or relevant Contracting Body) Auditor may carry out an inspection inspection, including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 77 (Value for Money); to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Call Off Agreement. Each such inspection shall be an "Audit". The to receive from the Supplier shall provide such records and accounts (together on request summaries of all central government public sector expenditure placed with copies of the Supplier including through routes outside the Framework in order to verify that the Supplier's published accounts) ’s practice is consistent with the Government transparency agenda which requires all public sector bodies to publish details of expenditure on request during the Term common goods and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditorsservices. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Call Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate)Services; and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then one Contract Year or year of any Call Off Agreements then, without prejudice to the Authority’s other rights under this Framework Agreement Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect during any Contract Year of this Framework Agreement and any MonthCall Off Agreements; or and/or a Material material Default; then the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework AgreementAgreement under Clause 22.1. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1713, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier save as specified in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the AuditClause 13.9.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice and LawPractice. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesAgreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Certificate should confirm that tests have been completed to provide assurance that: a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable). The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Agreement. Each such inspection shall be an "Audit". The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.due;

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice and LawPractice. The Supplier shall provide the Authority with a completed annual quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesAgreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that: a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all Orders have been performed in accordance with the terms and conditions of this Framework Agreement; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting BodyBody or Auditors) from time to time, in order that the Authority (or relevant Contracting BodyBody or Auditors) may carry out an inspection including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), ) and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off AgreementContract. Each such inspection shall be an "Audit". The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off AgreementsContracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information requested by the Auditor within the scope of the Audit requested by the AuditorAudit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier StaffSupplier’s Staff and Sub-Contractor’s staff, as appropriate. If an Audit reveals that the Supplier has has: not complied its obligations under this Framework Agreement and any Call-Off Contract; and/or underpaid an amount equal to or greater than one per cent (1%) percent of the Management Charge due in respect of any Month due; then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) percent of the Management Charge due in respect of any Monthdue; or a Material Default; and/or a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.917.8) be entitled to exercise its rights to terminate this Framework AgreementAgreement pursuant to Clause 26.4. The Parties agree that they Supplier shall bear their own respective costs at all times during the Term be financially capable of providing the Services and expenses incurred in order for the Authority to satisfy itself of the Supplier’s financial capability to, the Supplier shall provide to the Authority within five (5) Working Days of a request by the Authority: a copy of the Supplier’s final audited accounts statements including balance sheets and profit and loss accounts with associated accounting policies and notes to the accounts. Where the Supplier is not registered with Companies House in the United Kingdom, it shall provide a copy of its annual accounts as appropriate for the country in which it is registered, including balance sheets and profit and loss accounts with associated accounting policies and notes to the accounts. Where the Supplier’s annual accounts have not been audited the Authority may request a copy of the latest Financial Year draft accounts prior to annual accounts being audited. Such draft accounts shall include balancesheets and profit and loss accounts with associated policies and notes to the accounts; and/or a copy of the Supplier’s annual return form AR01 as submitted to Companies House where the Supplier is registered in the Companies House in the United Kingdom. Where the Supplier is not registered with Companies House, it shall forward the equivalent of the information detailed within this Clause 17.10.2 in respect of compliance the appropriate body in the country where it is registered; and/or a copy of the Supplier’s latest forecast accounts including balance sheet and profit and loss accounts with their obligations associated policies and notes to the accounts for the financial year following the accounts referred to in Clause 17.10.1 above; and/or a copy of the Supplier’s statement of current borrowing against lending limits and terms including review and renewal dates (including overdrafts, loans and mortgages) and any material changes to the borrowing potential of the Supplier; and/or a copy of the Supplier’s supply chain monitoring process, which should include details of the process for monitoring the financial viability of the supply chain (including timing), together with any known risks to supply chain stability and material changes to the supply chain. This should include extracts from board level meetings, risk registers etc. where any of the above items have been discussed, provided that in respect of any or all of the documents detailed under this Clause 1717.10, unless the Audit reveals a Material Default and/or Consistent Failure Authority reserves the right to require that the Supplier produces the original documents for sighting by the Authority. Provided further that the failure by the Supplier in which case to provide any of the documents under this Clause 17.10 and where the Authority acting reasonably and based on the documents provided by the Supplier shall reimburse under this Clause 17.10, finds that the Supplier is not financially capable of providing the Services, then the Authority for shall be entitled to suspend the Authority's reasonable costs incurred Supplier’s appointment to provide Services to Contracting Bodies under this Framework Agreement in relation to the Auditaccordance with Clause 27 (Suspension Of Supplier’s Appointment).

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Goods and Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 18.1 above in accordance with Good Industry Practice and LawPractice. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesAgreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team head or by chief internal auditor or external auditor and shall be provided to the Supplier’s external auditor. The Self Audit Certificate should confirm that tests have been completed to provide assurance that: a representative sample Authority no later than two (2) Months after the end of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable)each Contract Year. The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority (or relevant Other Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's ’s compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the Supplier's ’s compliance with its security obligations; to review any books of accounts account kept by the Supplier in connection with the provision of the Available Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Agreement. Each such inspection shall be an "“Audit"”. The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and for a period of seven (7) Years years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providingincluding: all information requested by the Auditor within the scope of the Audit requested by the AuditorAudit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Goods and Services (and/or Ordered Goods and Services as appropriate); and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.due;

RECORDS AND AUDIT ACCESS. The Supplier Service Provider shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier Service Provider shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice and LawPractice. The Supplier Service Provider shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesAgreement. The Self Audit Certificates shall be completed by a responsible senior member of the SupplierService Provider’s management team or by the SupplierService Provider’s external auditor. The Self Audit Certificate should confirm that tests have been completed to provide assurance that: a A representative sample of Orders are clearly identified as Framework Orders in placed during the Term under the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all All related invoices are completely and accurately included in the MI returns; and all All Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable). The Supplier Service Provider shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor Auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the SupplierService Provider's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting BodyBody or Auditors) from time to time, in order that the Authority (or relevant Contracting BodyBody or Auditors) may carry out an inspection including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier Service Provider (including Sub-ContractorsContractors and Suppliers); to review the integrity, confidentiality and security of the Personal Data held or used by the SupplierService Provider; to review the SupplierService Provider's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the SupplierService Provider's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the SupplierService Provider's compliance with its security obligations; to review any books of accounts kept by the Supplier Service Provider in connection with the provision of the Services; to review the Service Provider’s compliance with the Business Rules; and/or to ensure that the Supplier Service Provider is complying with its obligations under this Framework Agreement and any Call-Off Agreement. Each such inspection shall be an "Audit". The Supplier Service Provider shall provide such records and accounts (together with copies of the SupplierService Provider's published accounts) on request during the Term and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier Service Provider or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier Service Provider accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier Service Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providingincluding: all information requested by the Auditor within the scope of the Audit requested by the AuditorAudit; reasonable access to any sites controlled by the Supplier Service Provider and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier Service Provider Staff. If an Audit reveals that the Supplier Service Provider has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier Service Provider shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier Service Provider has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Monthdue; or a Material Default; and/or a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.917.8) be entitled to exercise its rights to terminate this Framework AgreementAgreement pursuant to Clause 26.4. If an Audit indicates, in the Authority’s sole opinion, that the Service Provider has in delivering the Contingent Labour Services repeatedly failed to comply with the Business Rules then the Service Provider shall where required by the Authority and within such a period as the Authority may specify, produce a Rectification Plan incorporating details of necessary remedial actions, timescales for implementation, associated success metrics and a proposed progress reporting regime. The Rectification Plan shall be subject to Approval by the Authority, which shall not unreasonably be withheld. Following Approval the Service Provider shall implement the Rectification Plan. If the Service Provider fails to produce an acceptable Rectification Plan, or fails to satisfactorily implement an agreed Rectification Plan the Authority shall be entitled to terminate this agreement in accordance with Clause 26.8 [NV: or 26.16). The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier Service Provider in which case the Supplier Service Provider shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit. CONTRACTING BODY SATISFACTION MONITORING The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: assessing the level of satisfaction among Contracting Bodies with the supply of Services (including the way in which the Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the Ordered Services; monitoring the compliance by the Service Provider with this Framework Agreement; and such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. The Authority and any Other Contracting Body shall be entitled, but not obliged, to use the results of the Contracting Body Satisfaction Survey to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Service Provider. CONFIDENTIALITY Except to the extent set out in this Clause 19 or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or except where disclosure is otherwise expressly permitted by the provisions of this Framework Agreement. The Service Provider shall take all necessary precautions to ensure that all Authority’s Confidential Information obtained under or in connection with this Framework Agreement: is given only to the Service Provider Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and is treated as confidential and not disclosed (without Approval) or used by any Service Provider Staff otherwise than for the purposes of this Framework Agreement. The Service Provider shall ensure that the Service Provider Staff are aware of the Service Provider's confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Service Provider Staff comply with the Service Provider's confidentiality obligations under this Framework Agreement. At the written request of the Authority (which shall not be made unreasonably), the Service Provider shall procure that members of the Service Provider Staff whom the Authority may identify from time to time, sign a confidentiality undertaking in a form acceptable to the Authority prior to commencing any work in accordance with this Framework Agreement. The Service Provider shall not, and shall procure that the Service Provider Staff do not, use any of the Authority's Confidential Information received otherwise than for the purposes of this Framework Agreement. In the event that any default, act or omission of any Service Provider Staff causes or contributes (or could cause or contribute) to the Service Provider breaching its obligations as to confidentiality under or in connection with this Framework Agreement, the Service Provider shall take such action as may be appropriate in the circumstances, including the use of disciplinary procedures in serious cases. To the fullest extent permitted by its own obligations of confidentiality to any Service Provider Staff, the Service Provider shall provide such evidence to the Authority as the Authority may reasonably require (though not so as to risk compromising or prejudicing any disciplinary or other proceedings) to demonstrate that the Service Provider is taking appropriate steps to comply with this Clause, including copies of any written communications to and/or from Service Provider Staff, and any minutes of meeting and any other records which provide an audit trail of any discussions or exchanges with Service Provider Staff in connection with obligations as to confidentiality. The provisions of Clauses 19.1 to 19.5 shall not apply to any Confidential Information received by one Party from the other which: is or becomes public knowledge (otherwise than by breach of this Clause 19); was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Confidential Information; or must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause 20 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause 23 (Freedom of Information). Nothing in this Framework Agreement shall prevent the Authority from disclosing the Service Provider's Confidential Information (including the Management Information obtained under Clause 15): for the purpose of the examination and certification of the Authority's accounts; on a confidential basis for the purpose of obtaining professional advice; for the purpose of any examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which the Authority has used its resources; or to any government department or any Other Contracting Body and the Service Provider hereby acknowledges that all government departments or Contracting Bodies receiving such Service Provider's Confidential Information may further disclose the Service Provider's Confidential Information to other government departments or other Contracting Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any government department or any Contracting Body. The Service Provider acknowledges and agrees that information relating to Orders placed by a Contracting Body, including Service Levels, pricing information and the terms of any Call-Off Agreement may be shared with any Crown bodies or any other Contracting Body from time to time. The Authority shall use reasonable endeavours to notify the recipient of such information that its contents are confidential. Nothing in Clauses 19.1 to 19.5 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of its obligations under this Framework Agreement or the Call-Off Agreements in the course of its normal business, to the extent that this does not result in a disclosure of the other Party's Confidential Information or an infringement of the other Party's Intellectual Property Rights. In the event that the Service Provider fails to comply with Clauses 19.1 to 19.5, the Authority reserves the right to terminate this Framework Agreement with immediate effect by notice in writing. Clauses 19.1 to 19.5 shall operate without prejudice to and be read subject to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Framework Agreement or the Call-Off Agreements, the Service Provider undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. The Service Provider will immediately notify the Authority of any breach of security in relation to Authority’s Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and will keep a record of such breaches. The Service Provider will use its best endeavours to recover such Authority’s Confidential Information however it may be recorded. This obligation is in addition to the Service Provider's obligations under Clauses 19.1 to 19.5. The Service Provider will co-operate with the Authority in any investigation that the Authority considers necessary to undertake as a result of any breach of security in relation to Authority’s Confidential Information.

RECORDS AND AUDIT ACCESS. The Supplier Service Provider shall keep and maintain until seven six (76) Years years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier Service Provider shall keep the records and accounts referred to in Clause 17.1 7.13 above kept in accordance with Good Industry Practice and Lawgood accountancy practice. The Supplier Service Provider shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesAgreement. The Self Audit Certificates shall be completed by a responsible senior member the Service Provider’s Account Manager and provided to that Authority no later than two (2) Months after the end of the Supplier’s management team or by the Supplier’s external auditoreach Contract Year. The Self Audit Certificate should confirm that tests have been completed to provide assurance that: a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). The Supplier Service Provider shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, representatives and/or the National Audit Office and/or auditor appointed by the Audit Commission ("“Auditors"”) such access to the such records and accounts referred to in Clause 17.1 at the Supplier's Service Provider’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority (or relevant Other Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection including for the following purposes: to verify the accuracy of Charges (Management Information and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off AgreementManagement Charge payments. Each such inspection of records and accounts shall be an "Audit". The Supplier Service Provider shall provide such records and accounts (together with copies of the Supplier's Service Provider’s published accounts) on request during the Term and for a period of seven six (76) Years years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier Service Provider or delay the provision of the Services pursuant to the Call-Off AgreementsContracts, save insofar as the Supplier Service Provider accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations rights of confidentiality, the Supplier Service Provider shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: including:- all information requested by the Auditor within the scope of the Audit requested by the AuditorAudit; reasonable access to any sites controlled by the Supplier Service Provider and to equipment used in the provision of the Services (and/or Ordered Services as appropriate)Services; and access to the Supplier Staff. If an Audit reveals that reveals: a Material Default; and/or a Consistent Failure; the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier Service Provider shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that and in the Supplier has underpaid an amount equal to or greater than five per cent (5%) case of the Management Charge due in respect of any Month; or a Material Default; 17.8.2, the Authority shall (may, in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to discretion, terminate this Framework AgreementAgreement with immediate effect. The Parties agree that they In all other circumstances, each party shall bear their its own respective costs and expenses incurred in respect of compliance with their obligations under this Clause clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice and LawPractice. The Supplier shall provide the Authority with a completed annual quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesAgreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that: a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all Orders have been performed in accordance with the terms and conditions of this Framework Agreement; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting BodyBody or Auditors) from time to time, in order that the Authority (or relevant Contracting BodyBody or Auditors) may carry out an inspection including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), ) and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off AgreementContract. Each such inspection shall be an "Audit". The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off AgreementsContracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information requested by the Auditor within the scope of the Audit requested by the AuditorAudit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier StaffSupplier’s Staff and Sub-Contractor’s staff, as appropriate. If an Audit reveals that the Supplier has has: not complied its obligations under this Framework Agreement and any Call-Off Contract; and/or underpaid an amount equal to or greater than one per cent (1%) percent of the Management Charge due in respect of any Month due; then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) percent of the Management Charge due in respect of any Monthdue; or a Material Default; and/or a Consistent Failure; the Authority shall (in addition to the right to be reimbursed in Clause 17.917.8) be entitled to exercise its rights to terminate this Framework AgreementAgreement pursuant to Clause 26.4. The Parties agree that they Supplier shall bear their own respective costs at all times during the Term be financially capable of providing the Services and expenses incurred in order for the Authority to satisfy itself of the Supplier’s financial capability to, the Supplier shall provide to the Authority within five (5) Working Days of a request by the Authority: a copy of the Supplier’s final audited accounts statements including balance sheets and profit and loss accounts with associated accounting policies and notes to the accounts. Where the Supplier is not registered with Companies House in the United Kingdom, it shall provide a copy of its annual accounts as appropriate for the country in which it is registered, including balance sheets and profit and loss accounts with associated accounting policies and notes to the accounts. Where the Supplier’s annual accounts have not been audited the Authority may request a copy of the latest Financial Year draft accounts prior to annual accounts being audited. Such draft accounts shall include balance sheets and profit and loss accounts with associated policies and notes to the accounts; and/or a copy of the Supplier’s annual return form AR01 as submitted to Companies House where the Supplier is registered in the Companies House in the United Kingdom. Where the Supplier is not registered with Companies House, it shall forward the equivalent of the information detailed within this Clause 17.10.2 in respect of compliance the appropriate body in the country where it is registered; and/or a copy of the Supplier’s latest forecast accounts including balance sheet and profit and loss accounts with their obligations under this Clause 17, unless associated policies and notes to the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority accounts for the Authority's reasonable costs incurred financial year following the accounts referred to in relation Clause 17.10.1 above; and/or a copy of the Supplier’s statement of current borrowing against lending limits and terms including review and renewal dates (including overdrafts, loans and mortgages) and any material changes to the Audit.borrowing potential of the Supplier; and/or a copy of the Supplier’s supply chain monitoring process, which should include details of the process for monitoring the financial viability of the supply chain (including timing), together with any known risks to supply chain stability and material changes to the supply chain. This should include extracts from board level meetings, risk registers etc. where any of the above items have been discussed,

RECORDS AND AUDIT ACCESS. The Supplier (which for the purposes of this Clause includes all sub-Contractors) shall keep and maintain until seven ([7) Years ] years after the date of termination or expiry of this Framework Agreement or of the last Call Off Agreement (whichever is the earlierlater) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Available Services, the Ordered Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 18.1 above in accordance with Good Industry Practice and LawPractice. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesAgreement. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team head or by chief internal auditor or external auditor and shall be provided to the Supplier’s external auditor. The Self Audit Certificate should confirm that tests have been completed to provide assurance that: a representative sample Authority no later than two [2] Months after the end of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable)each Contract Year. The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 18.1 at the Supplier's ’s premises and/or provide copies of such records and accounts, as may be required and agreed with by the Authority (or relevant Other Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's ’s compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's ’s compliance with its continuous improvement obligations and its benchmarking value for money obligations set out in Framework Schedule 76; to review the Supplier's ’s compliance with its security obligations; to review any books of accounts account kept by the Supplier in connection with the provision of the Available Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Call Off Agreement. Each AND each such inspection shall be an "“Audit"”. The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and for a period of seven ([7) Years ] years after termination or expiry of the Term or the last Call Off Agreement (whichever is the later) to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Ordered Services pursuant to the Call-Off Agreements, save insofar as the . The Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office or Audit Commission is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providingincluding: all information requested by the Auditor within the scope of the Audit requested by the AuditorAudit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Available Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. If an Audit reveals that reveals: an underpayment by the Supplier has underpaid an amount equal to or greater than one the Authority of in excess of five per cent (1[5%) ] of the total Management Charge due in respect of any Month accounting period; a Material Default; and/or a Consistent Failure; then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; and the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate or suspend this Framework AgreementAgreement pursuant to Clause 28. The Parties agree that they In all other circumstances, each Party shall bear their its own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit18.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescales. The Self Audit Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Certificate should confirm that tests have been completed to provide assurance that: a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable). The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Agreement. Each such inspection shall be an "Audit". The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.

RECORDS AND AUDIT ACCESS. The Supplier (which for the purposes of this Clause includes all Sub-Contractors) shall keep and maintain until seven (7) Years 12 months after the date of termination or expiry of this Framework Agreement or of the last Call-Off Agreement (whichever is the earlierlater) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the G-Cloud Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, and the amounts paid by each Contracting Body under the Call-Off Agreements. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year at the termination (or expiry) of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesfor whatever reason. The Self Audit Certificates Certificate shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Certificate should confirm that tests have been completed auditor or company Managing Director and shall be provided to provide assurance that: a representative sample the Authority no later than three (3) Months after termination or expiry of Orders are clearly identified as this Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable)Agreement. The Supplier shall afford the Authority (or relevant Other Contracting Body)Authority, the Authority's ’s representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("“Auditors"”) access to the records and accounts referred to to, and for the purposes specified, in Clause 17.1 paragraph S5-1.1 at the Supplier's ’s premises and/or provide copies of such the records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection including of the records and accounts referred to in paragraph S5-1.1 for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that G-Cloud Services for the Supplier is complying with its obligations purposes of auditing the Charges and Management Charges under this the Framework Agreement and any Call-Off Agreement. Each such inspection shall be an "Audit"Agreement only. The Supplier shall provide such records and accounts (together with copies of the Supplier's ’s published accounts) on request during the Term and during the Call-Off Agreement Period and for a period of seven twelve (712) Years months after termination or expiry of the Term or the last Call Off Agreement (whichever is the later) to the Authority (or relevant Contracting BodyBody or Auditors) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the G-Cloud Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office Auditors is outside of the control of the Authority. Subject to the Authority's ’s obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information requested by the Auditor within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate)Audit; and access to the Supplier Staff. If an Audit reveals that reveals: an underpayment by the Supplier has underpaid an amount equal to or greater than one the Authority in excess of five (5%) per cent (1%) of the total Management Charge due in respect of any Month monthly reporting and accounting period; and/or a Material Breach; then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect of any Month; or a Material Default; and the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework AgreementAgreement pursuant to Clause FW-12. The Parties agree that they (Termination). Each Party shall bear their its own respective costs and expenses incurred in respect of compliance with their its obligations under this Clause, save as specified in Clause 17S5-1.7 of this Schedule 5 of the Framework Agreement. The Supplier may appoint subject to the Authority’s Approval, unless the Audit reveals a Material Default and/or Consistent Failure which shall not be unreasonably withheld, an independent auditor appointed by the Supplier in which case the Supplier shall reimburse supplier but acceptable to the Authority for to undertake the Authority's reasonable costs incurred activities in relation to Clause S5-1.3 of this Schedule 5 of the AuditFramework Agreement where the restrictions in Clause FW-24.4 of the Framework Agreement allow.

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Call Off Agreement to expire or terminate; such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Call Off Agreements entered into with Contracting Bodies, the Services provided pursuant to the Call-Call Off Agreements, and the amounts paid by each Contracting Body under the Call-Call Off AgreementsAgreements and those supporting tests and evidence that underpin the provision of the annual Self Audit Certificate and supporting summary audit report. The Supplier shall keep the records and accounts referred to in Clause 17.1 above 13.1. in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following of the end of each that Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesYear. The Each Self Audit Certificates Certificate shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditorauditor and the signatory must be professionally qualified in a relevant audit or financial discipline. The Each Self Audit Certificate should confirm that be based on tests have been completed against a representative sample of 10% or 100 transactions (whichever is smaller) to provide assurance that: a representative sample of Orders are clearly identified as Framework Orders such in the order processing/ processing and invoicing systems and and, where required, Orders are correctly reported in the MI returnsReports; all related invoices are completely and accurately included in the MI returnsReports; and all Charges to Contracting Bodies comply with any requirements under the Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of 20 public sector orders identified from the order processing and invoicing systems as orders not placed under this Framework Agreement have been correctly identified as such, an appropriate and legitimately tendered procurement route has been used to place those orders, and those orders should not otherwise have been routed via centralised mandated procurement processes executed by the Authority. Each Self Audit Certificate should be supported by a summary audit report that provides details of the methodology applied to complete the review, the sampling techniques applied, details of any issues identified and remedial action taken. The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") any Auditor access to the records and accounts referred to in Clause 17.1 13.1. at the Supplier's premises and/or provide copies of such records and accounts (including copies of the Supplier’s published accounts), as may be required and agreed with by any of the Authority (or relevant Other Contracting Body) Auditors from time to timetime during the period specified in Clause 13.1., in order that the Authority (or relevant Contracting Body) Auditor may carry out an inspection inspection, including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 77 (Value for Money); to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Call Off Agreement. Each such inspection shall be an "Audit". The to receive from the Supplier shall provide such records and accounts (together on request summaries of all central government public sector expenditure placed with copies of the Supplier including through routes outside the Framework in order to verify that the Supplier's published accounts) ’s practice is consistent with the Government transparency agenda which requires all public sector bodies to publish details of expenditure on request during the Term common goods and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditorsservices. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Call Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate)Services; and access to the Supplier Staff. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due in respect of any Month then one Contract Year or year of any Call Off Agreements then, without prejudice to the Authority’s other rights under this Framework Agreement Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due in respect during any Contract Year of this Framework Agreement and any MonthCall Off Agreements; or and/or a Material material Default; then the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. Agreement under Clause 21.1.. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1713., unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier save as specified in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.Clause 13.9..

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep the records and maintain, accounts referred to in Clause The Supplier shall keep and maintain until the later of: seven (7) years Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement; seven Agreement (7) years after the date of termination or expiry of the last Call-Off Agreement to expire or terminate; such other date longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework AgreementAgreement including the Services provided under it, including the Call-Off Agreements Contracts entered into with Contracting Bodies, the Services provided pursuant to the Call-Off Agreements, Bodies and the amounts paid by each Contracting Body under the Call-Off AgreementsBody. The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice and LawPractice. The Supplier shall provide the Authority with a completed annual quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesAgreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that: a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; all Orders have been performed in accordance with the terms and conditions of this Framework Agreement; all related invoices are completely and accurately included in the MI returns; and all Charges to Contracting Bodies comply with Framework requirements on maximum markxxxx-ups, discounts, charge rates, fixed quotes (as applicable). The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting BodyBody or Auditors) from time to time, in order that the Authority (or relevant Contracting BodyBody or Auditors) may carry out an inspection including for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement), ) and/or the costs of the Supplier (including Sub-Contractors); to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off AgreementContract. Each such inspection shall be an "Audit". The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off AgreementsContracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information requested by the Auditor within the scope of the Audit requested by the AuditorAudit; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier StaffSupplier’s Staff and Sub-Contractor’s staff, as appropriate. If an Audit reveals that the Supplier has has: not complied its obligations under this Framework Agreement and any Call-Off Contract; and/or underpaid an amount equal to or greater than one per cent (1%) percent of the Management Charge due in respect of any Month due; then without prejudice to the Authority’s other rights under this Framework Agreement the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) percent of the Management Charge due in respect of any Month; or a Material Default; the Authority shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 17, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the Audit.due;

RECORDS AND AUDIT ACCESS. The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Framework Agreement; seven (7) years after the date of termination or expiry of the last Call-Off Agreement Contract to expire or terminate; terminate or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Framework Agreement, including the Call-Off Agreements Contracts entered into with Contracting BodiesBuyers, the Services provided pursuant to the Call-Off AgreementsContracts, and the amounts paid by each Contracting Body Buyer under the Call-Off AgreementsContracts and those supporting tests and evidence that underpin the provision of the annual Self Audit Certificate and supporting Audit Report. The Supplier shall keep the records and accounts referred to in Clause 17.1 above 11.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority CCS with a completed and signed annual Self Audit Certificate in respect of each Contract Year of this Framework Agreement within two Months following the end of each Contract Year and will complete any actions outlined by Authority conducted Audits within specified timescalesYear. The Each Self Audit Certificates Certificate shall be completed and signed by a responsible an authorised senior member of the Supplier’s management team or by the Supplier’s external auditorauditor and the signatory must be professionally qualified in a relevant audit or financial discipline. The Each Self Audit Certificate should confirm that be based on tests have been completed to against a representative sample of 10% of Orders entered into during the period being audited or 100 Orders (whichever is less) and should provide assurance that: a representative sample of Orders are clearly identified as Framework Orders such in the order processing/ processing and invoicing systems and and, where required, Orders are correctly reported in the MI returnsReports; all related invoices are completely and accurately included in the MI returnsReports; and all Charges to Contracting Bodies Buyers comply with any requirements under this Framework requirements Agreement or as otherwise agreed in writing with CCS on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). Each Self Audit Certificate should be accompanied by a description of the methodology applied to complete the review, the sampling techniques applied, details of any issues identified and remedial action taken. CCS acknowledges that the rights of audit or inspection under this Clause 11 shall not include the right to audit or inspect the Supplier’s physical infrastructure. The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") provide any Auditor with access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or 11.1 and provide copies of such records and accountsaccounts or copies of the same, as may be required and agreed with any of the Authority (or relevant Other Contracting Body) Auditors from time to time, in order that the Authority (or relevant Contracting Body) Auditor may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Framework Agreement, including for the following purposespurposes to: to verify the accuracy of the Charges (payable by a Buyer under a Call-Off Contract; verify the Supplier’s and proposed each Sub-Contractor’s compliance with applicable Law; identify or investigate actual variations or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances CCS shall have no obligation to them in accordance inform the Supplier of the purpose or objective of its investigations; obtain such information as is necessary to fulfil CCS’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; carry out CCS’s internal and statutory audits and to prepare, examine and/or certify CCS's annual and interim reports and accounts; enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Xxx 0000 of the economy, efficiency and effectiveness with which CCS has used its resources; verify the accuracy and completeness of any Management Information delivered or required under this Framework Agreement), ; review any MI Reports and/or other records relating to the costs Supplier’s performance of the Supplier (including Sub-Contractors)Services and to verify that these reflect the Supplier’s own internal reports and records; to review the integrity, confidentiality and security of Personal Data; and/or receive from the Personal Data held or used by Supplier on request summaries of all central government public sector expenditure placed with the Supplier within the scope of the Framework in order to verify that the Supplier; to review the Supplier's compliance ’s practice is consistent with the Data Protection Legislation in accordance with this Framework Agreement Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and any other Laws; to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Schedule 7; to review the Supplier's compliance with its security obligations; to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Agreementservices. Each such inspection shall be an "Audit". The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven (7) Years after expiry of the Term to the Authority (or relevant Contracting Body) and its internal and external auditors. The Authority CCS shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Services pursuant to the Call-Off AgreementsContracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office Auditors is outside of the control of the AuthorityCCS. Subject to the AuthorityCCS's obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: all information within the scope of the Audit requested by the Auditor; reasonable access to any sites controlled by the Supplier and to equipment used in the provision of the Services (and/or Ordered Services as appropriate); and access to the Supplier StaffPersonnel. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one ten per cent (110%) of the Management Charge due in respect of any Month then one Contract Year or year of any Call-Off Contracts then, without prejudice to the AuthorityCCS’s other rights under this Framework Agreement Agreement, the Supplier shall reimburse the Authority CCS its reasonable costs incurred in relation to the Audit. If an Audit revealsreveals that: that the Supplier has underpaid an amount equal to or greater than twenty five per cent (525%) of the Management Charge due in respect during any Contract Year of this Framework Agreement and any MonthCall-Off Contract; or and/or a Material Default; material Default has been committed by the Authority Supplier, then CCS shall (in addition to the right to be reimbursed in Clause 17.9) be entitled to exercise its rights to terminate this Framework Agreement. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1711, unless the Audit reveals a Material Default and/or Consistent Failure by the Supplier save as specified in which case the Supplier shall reimburse the Authority for the Authority's reasonable costs incurred in relation to the AuditClause 11.10.