Common use of RECORDS, AUDIT ACCESS AND OPEN BOOK DATA Clause in Contracts

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Agreement, including the Legal Services Contracts entered into with Panel Customers, the Panel Services provided pursuant to the Legal Services Contracts, and the amounts paid by each Panel Customer under the Legal Services Contracts 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 18.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers comply with any requirements under this Panel Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 at the Supplier’s premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer under a Legal Services Contract (including proposed or actual variations to them in accordance with this Panel Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit carried out by the Auditor is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts then, without prejudice to the Authority’s other rights under this Panel Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Agreement and any Legal Services Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel Agreement.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel Customersthe Fund, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer the Fund under the Legal Services Contracts Call-Off Agreements 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 18.1 16.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority Fund with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers the Fund comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 AuthorityFund. 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 any Auditor access to the records and accounts referred to in Clause 18.1 16.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer the Fund under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority Fund shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor Supplier and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the AuthorityFund’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the AuthorityFund’s internal and statutory audits and to prepare, examine and/or certify the AuthorityFund'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 the Authority Fund has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Fund’s Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and services. The Authority Fund shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the Panel Goods and/or Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the AuthorityFund. Subject to the AuthorityFund's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts then, without prejudice to the Authority’s other rights under this Panel Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Agreement and any Legal Services Contract; and/or a material Default has been committed by the Supplier; then the Authority Fund shall be entitled to terminate this Panel 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.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Dynamic Purchasing System Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Dynamic Purchasing System Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services ContractsCall Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call Off Agreements 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 18.1 15.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 25 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order Order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; and all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Dynamic Purchasing System Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Agreement have been correctly identified as such and that 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 shall 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 any Auditor access to the records and accounts referred to in Clause 18.1 15.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Dynamic Purchasing System Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Dynamic Purchasing System Agreement); verify the costs of the Supplier (including the costs of all Sub-Sub- Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book DataData in respect of specific Call Off Agreements: Open Book Data may only be required by the Auditor where the total contract value of the Call Off Agreement exceeds, or is expected to exceed, three million pounds (£3,000,000); verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off DPS Guarantor and/or any Sub-Sub- Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Dynamic Purchasing System Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Dynamic Purchasing System Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Authority’s Personal Data; and/or receive from the Supplier on request summaries of all central Government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement DPS in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge Levy due in respect of any one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Dynamic Purchasing System Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge Levy due during any Contract Year of this Panel Dynamic Purchasing System Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel AgreementDynamic Purchasing System Agreement for material Default. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause, save as specified in Clause 15.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Authorities, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Contracts Call-Off Agreements 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 18.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Call Off Contract (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier [,the Panel Guarantor and/or the Call Off Guarantor Framework Guarantor] and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit carried out by the Auditor is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts then, without prejudice to the Authority’s other rights under this Panel Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Agreement and any Legal Services Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel Agreement.;

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Authorities, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Contracts Call-Off Agreements 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 18.1 43 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 43 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Call Off Contract (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier [,the Panel Guarantor and/or the Call Off Guarantor Framework Guarantor] and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit carried out by the Auditor is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts then, without prejudice to the Authority’s other rights under this Panel Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Agreement and any Legal Services Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel Agreement.;

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 15.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty ten (2010) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement (where such orders have been received by the Supplier in the relevant period) have been correctly identified as such and that an appropriate and legitimately tendered state which procurement route has been was 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 any Auditor access to the records and accounts referred to in Clause 18.1 15.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier ,the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 15.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Authorities, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Contracts Call-Off Agreements 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 18.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor Supplier and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 18.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 17.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty five (205) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 17.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor Supplier and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel Agreement.and/or

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 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. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty five (205) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 AuthorityCCS. 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 any Auditor access to the records and accounts referred to in Clause 18.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority CCS shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier and/or the Panel Framework Guarantor and/or the Call Off Guarantor Guarantor, where used and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the AuthorityCCS’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the AuthorityCCS’s internal and statutory audits and to prepare, examine and/or certify the AuthorityCCS'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority CCS has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority CCS Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and services. 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the AuthorityCCS. Subject to the AuthorityCCS's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the AuthorityCCS’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority CCS its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority CCS shall be entitled to terminate this Panel 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, save as specified in Clause 18.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 19.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of [twenty (20) )] public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 19.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier ,the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor Generalpurposes; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 19.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 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. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty five (205) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 AuthorityCCS. 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 any Auditor access to the records and accounts referred to in Clause 18.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority CCS shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier and/or the Panel Framework Guarantor and/or the Call Off Guarantor Guarantor, where used and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the AuthorityCCS’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the AuthorityCCS’s internal and statutory audits and to prepare, examine and/or certify the AuthorityCCS'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority CCS has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; Data; and/or review the integrity, confidentiality and security of the Authority CCS Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and services. 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the AuthorityCCS. Subject to the AuthorityCCS's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the AuthorityCCS’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority CCS its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority CCS shall be entitled to terminate this Panel 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, save as specified in Clause 18.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Call Off Contracts entered into with Panel CustomersContracting Authorities, the Panel Services provided pursuant to the Legal Services Call Off Contracts, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Call Off Contracts 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 18.1 17.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 17.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Call Off Contract (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies authorities to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services Call Off Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Call Off Contracts then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services Call Off Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 17.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Call Off Contract to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Call Off Contracts entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services Call Off Contracts, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Call Off Contracts 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 18.1 16.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of ten percent (10% %) of transactions carried out during the period of being audited or one hundred (100) transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 16.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract (including Call Off Contract(including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services ContractsCall Off Contract, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Call Off Contracts then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services Call Off Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 16.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 19.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 19.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier ,the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor Generalpurposes; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 19.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Dynamic Purchasing System Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Dynamic Purchasing System Agreement, including the Legal Services Contracts entered into with Panel CustomersContracting Authorities, the Panel Services Goods provided pursuant to the Legal Services Contracts, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Contracts 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 18.1 43. in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Dynamic Purchasing System Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Dynamic Purchasing System Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 43. at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Dynamic Purchasing System Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Contract (including proposed or actual variations to them in accordance with this Panel Dynamic Purchasing System Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier [,the Panel Dynamic Purchasing System Guarantor and/or the Call Off Guarantor Contract Guarantor] and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Dynamic Purchasing System Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Dynamic Purchasing System Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement DPS in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge Levy due in respect of any one Contract Year or year of any Legal Services Contracts then, without prejudice to the Authority’s other rights under this Panel Dynamic Purchasing System Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge Levy due during any Contract Year of this Panel Dynamic Purchasing System Agreement and any Legal Services Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel Dynamic Purchasing System Agreement.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Agreement, including the Legal Services Contracts entered into with Panel Customers, the Panel Services provided pursuant to the Legal Services Contracts, and the amounts paid by each Panel Customer under the Legal Services Contracts 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 18.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers comply with any requirements under this Panel Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 at the Supplier’s premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer under a Legal Services Contract (including proposed or actual variations to them in accordance with this Panel Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit carried out by the Auditor is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts then, without prejudice to the Authority’s other rights under this Panel Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Agreement and any Legal Services Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel Agreement.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 17.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 17.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier ,the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 17.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 15.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty five (205) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 15.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier ,the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 15.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Goods and/or Services provided pursuant to the Legal Services Call-Off Agreements (or Vehicle Contracts), and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements (or amounts paid by each Requesting Body under Vehicle Contracts) 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 18.1 41 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 41 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of of: the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); or amounts paid by each Requesting Body under Vehicle Contracts); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel ServicesGood and/or Services to Contracting Bodies and/or Requesting Bodies; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor Supplier and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel Framework Agreement.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Goods and/or Services provided pursuant to the Legal Services Call-Off Agreements (or Vehicle Contracts), and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements (or amounts paid by each Requesting Body under Vehicle Contracts) 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 18.1 17.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 17.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement) or amounts paid by each Requesting Body under Vehicle Contracts); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel ServicesGood and/or Services to Contracting Bodies and/or Requesting Bodies; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier [,the Panel Framework Guarantor and/or the Call Off Guarantor Guarantor] and/or any Sub-Contractors or their ability to perform the Panel Services; [Guidance note: Delete where a Guarantee is not applicable.] obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 17.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Service Offers made available on the Catalogue, Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services ContractsCall Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call Off Agreements 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 18.1 31 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 25 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and The Supplier shall, together with each Self Audit Certificate, also provide an additional sample from the Contract Year to which the Self Audit Certificate relates of twenty 10% of orders (20or three (3) public sector such orders whichever is less) for services which would otherwise fall within the scope of this Framework Agreement and identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Agreement have been correctly identified as Framework Agreement, such and that the Authority can determine that an appropriate and legitimately tendered procurement route has been used to place those orders, ; and that those orders should not otherwise have been routed via centralised mandated procurement processes executed by the Authority. Each Self Audit Certificate should shall 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, and procurement route information identified in Clause 34.1.4. The Supplier shall afford any Auditor access to the records and accounts referred to in Clause 18.1 31 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel AgreementFramework Agreement for material Default.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 15.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty five (205) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement (where such orders have been received by the Supplier in the relevant period) have been correctly identified as such and that an appropriate and legitimately tendered state which procurement route has been was 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 any Auditor access to the records and accounts referred to in Clause 18.1 15.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 15.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Authorities, the Panel Goods and Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Contracts Call-Off Agreements 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 18.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty ten (2010) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 18.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 17.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; and all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 17.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor Supplier and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel Agreement.and/or

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Authorities, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Contracts Call-Off Agreements 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 18.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; and all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Call Off Contract (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services Call Off Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Call Off Contracts then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services Call Off Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 18.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 15.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and The Supplier shall together with each Self Audit Certificate also provide assurance, based on an additional sample from the Contract Year to which the Self Audit Certificate relates of 10% of orders (or twenty (20) public sector such orders identified whichever is less) for services which would otherwise fall within the scope of this Framework Agreement and .identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Agreement have been correctly identified as such and Framework Agreement, that an appropriate and legitimately tendered procurement route has been used to place those orders, and that those orders should not otherwise have been routed via centralised mandated procurement processes executed by the Authority. Each Self Audit Certificate should shall 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, and procurement route information identified in Clause 15.5. The Supplier shall afford any Auditor access to the records and accounts referred to in Clause 18.1 15.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 15.10.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call Off Agreements entered into with Panel CustomersContracting Authorities, the Panel Services provided pursuant to the Legal Services ContractsCall Off Agreements, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Contracts Call Off Agreements 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 18.1 16.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Framework Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 16.1 at the Supplier’s premises and/or and provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or and its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Key Sub-Contractors and any third party suppliersSuppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Key Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor and/or Supplier and any Key Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or and other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; and review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. If an Audit reveals The Parties agree that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due they shall bear their own respective costs and expenses incurred in respect of any one Contract Year or year of any Legal Services Contracts then, without prejudice to the Authority’s other rights compliance with their obligations under this Panel Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Agreement and any Legal Services Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel AgreementClause.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 17.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty ten (2010) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 17.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier [,the Panel Framework Guarantor and/or the Call Off Guarantor Guarantor] and/or any Sub-Contractors or their ability to perform the Panel Services; [Guidance note: Delete where a Guarantee is not applicable.] obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 17.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract to expire or terminateCall Off Contract; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Call Off Contracts entered into with Panel CustomersBuyers, the Panel Services provided pursuant to the Legal Services Call Off Contracts, and the amounts paid by each Panel Customer Buyer under the Legal Services Call Off Contracts 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 18.1 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. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions Orders carried out during the period of being audited or one hundred (100) transactions 100 Orders (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Buyers comply with any requirements under this Panel Framework Agreement or as otherwise agreed in writing with the Government on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty five (205) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 AuthorityCCS. 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 provide any Auditor with access to the records and accounts referred to in Clause 18.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Buyer under a Legal Services Call Off Contract (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority CCS shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor Supplier and/or the Call Off Guarantor Guarantor, where used and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the AuthorityCCS’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the AuthorityCCS’s internal and statutory audits and to prepare, examine and/or certify the AuthorityCCS'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority CCS has used its resources; verify the accuracy and completeness of any Management Information delivered or required by under this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority CCS Personal Data; data and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and services. 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the AuthorityCCS. Subject to the AuthorityCCS's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Call Off Contracts then, without prejudice to the AuthorityCCS’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority CCS its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services Call Off Contract; and/or a material Default has been committed by the Supplier; then the Authority CCS shall be entitled to terminate this Panel 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, save as specified in Clause 18.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 15.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement (where such orders have been received by the Supplier in the relevant period) have been correctly identified as such and that an appropriate and legitimately tendered state which procurement route has been was 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 any Auditor access to the records and accounts referred to in Clause 18.1 15.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier ,the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 15.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Authorities, the Panel Goods and Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Contracts Call-Off Agreements 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 18.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Call Off Contract (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier [,the Panel Framework Guarantor and/or the Call Off Guarantor Guarantor] and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit carried out by the Auditor is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts then, without prejudice to the Authority’s other rights under this Panel Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Agreement and any Legal Services Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel Agreement.;

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Dynamic Purchasing System Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Dynamic Purchasing System Agreement, including the Legal Services Contracts entered into with Panel CustomersContracting Authorities, the Panel Services Goods provided pursuant to the Legal Services Contracts, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Contracts 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 18.1 43 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Dynamic Purchasing System Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Dynamic Purchasing System Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 43 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Dynamic Purchasing System Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Contract (including proposed or actual variations to them in accordance with this Panel Dynamic Purchasing System Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier [,the Panel Dynamic Purchasing System Guarantor and/or the Call Off Guarantor Contract Guarantor] and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Dynamic Purchasing System Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Dynamic Purchasing System Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement DPS in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge Levy due in respect of any one Contract Year or year of any Legal Services Contracts then, without prejudice to the Authority’s other rights under this Panel Dynamic Purchasing System Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge Levy due during any Contract Year of this Panel Dynamic Purchasing System Agreement and any Legal Services Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel Dynamic Purchasing System Agreement.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Authorities, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Contracts Call-Off Agreements 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 18.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Call Off Contract (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, Supplier ,the Panel Framework Guarantor and/or the Call Off Guarantor Guarantor] and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive recieve from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services Call Off Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Call Off Contracts then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services Call Off Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 18.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Goods and/or Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 17.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxx-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Framework Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 17.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Guarantor and/or the Call Off Guarantor Supplier and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 17.9.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Framework Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract Call-Off Agreement to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Framework Agreement, including the Legal Services Contracts Call-Off Agreements entered into with Panel CustomersContracting Bodies, the Panel Services provided pursuant to the Legal Services ContractsCall-Off Agreements, and the amounts paid by each Panel Customer Contracting Body under the Legal Services Contracts Call-Off Agreements 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 18.1 15.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Bodies comply with any requirements under this Panel Framework Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and The Supplier shall together with each Self Audit Certificate also provide assurance, based on an additional sample from the Contract Year to which the Self Audit Certificate relates of 10% of orders (or twenty (20) public sector such orders identified whichever is less) for services which would otherwise fall within the scope of this Framework Agreement and .identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Agreement have been correctly identified as such and Framework Agreement, that an appropriate and legitimately tendered procurement route has been used to place those orders, and that those orders should not otherwise have been routed via centralised mandated procurement processes executed by the Authority. Each Self Audit Certificate should shall 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, and procurement route information identified in Clause 15.5. The Supplier shall afford any Auditor access to the records and accounts referred to in Clause 18.1 15.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Framework Agreement, including in order for the following purposes to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Body under a Legal Services Contract Call Off Agreement (including proposed or actual variations to them in accordance with this Panel Framework Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Panel Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Framework Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Framework Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement Framework in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Services pursuant to the Legal Services ContractsCall Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Services; and access to the Supplier Personnel. 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 one Contract Year or year of any Legal Services Contracts Call Off Agreements then, without prejudice to the Authority’s other rights under this Panel Framework Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due during any Contract Year of this Panel Framework Agreement and any Legal Services ContractCall Off Agreement; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel 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, save as specified in Clause 15.10.

RECORDS, AUDIT ACCESS AND OPEN BOOK DATA. The Supplier shall keep and maintain, until the later of: seven (7) years after the date of termination or expiry of this Panel Dynamic Marketplace Agreement; or seven (7) years after the date of termination or expiry of the last Legal Services Contract to expire or terminate; or such other date as may be agreed between the Parties, full and accurate records and accounts of the operation of this Panel Dynamic Marketplace Agreement, including the Legal Services Contracts entered into with Panel CustomersContracting Authorities, the Panel Services Goods provided pursuant to the Legal Services Contracts, and the amounts paid by each Panel Customer Contracting Authority under the Legal Services Contracts 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 18.1 in accordance with Good Industry Practice and Law. The Supplier shall provide the Authority with a completed and signed annual Self Audit Certificate in respect of each Contract Year. Each Self Audit Certificate shall be completed and signed by an authorised senior member of the Supplier’s management team or by the Supplier’s external auditor and the signatory must be professionally qualified in a relevant audit or financial discipline. Each Self Audit Certificate should be based on tests completed against a representative sample of 10% of transactions carried out during the period of being audited or one hundred (100) 100 transactions (whichever is less) and should provide assurance that: Orders are clearly identified as such in the order processing and invoicing systems and, where required, Orders are correctly reported in the Management Information (MI) MI Reports; all related invoices are completely and accurately included in the MI Reports; all Charges to Panel Customers Contracting Authorities comply with any requirements under this Panel Dynamic Marketplace Agreement on maximum xxxxmark-ups, discounts, charge rates, fixed quotes (as applicable); and an additional sample of twenty (20) public sector orders identified from the Supplier’s order processing and invoicing systems as orders not placed under this Panel Dynamic Marketplace Agreement have been correctly identified as such and that 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 any Auditor access to the records and accounts referred to in Clause 18.1 at the Supplier’s 's premises and/or provide such records and accounts or copies of the same, as may be required and agreed with any of the Auditors from time to time, in order that the Auditor may carry out an inspection to assess compliance by the Supplier and/or its Key Sub-Contractors of any of the Supplier’s obligations under this Panel Dynamic Marketplace Agreement, including in order to: verify the accuracy of the Charges and any other amounts payable by a Panel Customer Contracting Authority under a Legal Services Contract (including proposed or actual variations to them in accordance with this Panel Dynamic Marketplace Agreement); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision of the Panel Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate actual or suspected Prohibited Acts, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the SupplierSupplier the DMP Guarantor, the Panel Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Panel Services; obtain such information as is necessary to fulfil the Authority’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General; review any books of account and the internal contract management accounts kept by the Supplier in connection with this Panel Dynamic Marketplace Agreement; carry out the Authority’s internal and statutory audits and to prepare, examine and/or certify the Authority'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 Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; verify the accuracy and completeness of any Management Information delivered or required by this Panel Dynamic Marketplace Agreement; review any MI Reports and/or other records relating to the Supplier’s performance of the Panel Services and to verify that these reflect the Supplier’s own internal reports and records; review the integrity, confidentiality and security of the Authority Personal Data; and/or receive received from the Supplier on request summaries of all central Government government public sector expenditure placed with the Supplier including through routes outside the Panel Agreement DMP in order to verify that the Supplier’s practice is consistent with the Government’s transparency agenda which requires all public sector bodies to publish details of expenditure on common goods and 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 Panel Goods and/or Services pursuant to the Legal Services Contracts, save insofar as the Supplier accepts and acknowledges that control over the conduct of an Audit Audits carried out by the Auditor Auditors is outside of the control of the Authority. Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide the Auditor 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 Panel Goods and/or Services; and access to the Supplier Personnel. If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge Levy due in respect of any one Contract Year or year of any Legal Services Contracts then, without prejudice to the Authority’s other rights under this Panel Dynamic Marketplace Agreement, the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit. If an Audit reveals that: that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge Levy due during any Contract Year of this Panel Dynamic Marketplace Agreement and any Legal Services Contract; and/or a material Default has been committed by the Supplier; then the Authority shall be entitled to terminate this Panel Dynamic Marketplace 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, save as specified in Clause 18.9.