Common use of Records Retention Audit Clause in Contracts

Records Retention Audit. Contractor shall establish and maintain a reasonable accounting system that enables LES to readily audit this Contract and any SOW. LES and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and Subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; back charge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by LES, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by LES. Such records shall be made available to LES during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for LES. Contractor shall ensure LES has these rights with Contractor’s assigns, successors, and Subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any Subcontractors to the extent that those Subcontracts or agreements relate to fulfillment of the Contractor’s obligations to LES. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by LES unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to LES in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse LES for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the Contractor shall reimburse LES for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of LES’ findings to Contractor

Records Retention Audit. Contractor shall establish and maintain a reasonable accounting system that enables LES to readily audit this Contract and any SOW. LES and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, including, but not limited to those kept by the Contractor, its employees, agents, assigns, successors, and Subcontractors. Such records shall include, but not be limited to, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; back charge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by LES, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by LES. Such records shall be made available to LES during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for LES. Contractor shall ensure LES has these rights with Contractor’s assigns, successors, and Subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any Subcontractors to the extent that those Subcontracts or agreements relate to fulfillment of the Contractor’s obligations to LES. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by LES unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to LES in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse LES for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the Contractor shall reimburse LES for total costs of audit. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Contractor’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of LES’ ’s findings to Contractor.

Records Retention Audit. Contractor shall establish and maintain a reasonable accounting system that enables LES to readily audit this Contract and any SOW. LES Sublicensee and its authorized representatives Affiliates shall, and shall have use its Commercially Reasonable Efforts to cause its sublicensees to, keep accurate books and records setting forth gross sales of each Program Asset Product, Net Sales of each Program Asset Product and/or Sublicensee Revenue received as applicable, and amounts payable hereunder to the right Stockholder Representative and Sublicensor for each such Program Asset Product sold or Sublicense Revenue received. Sublicensee and its Affiliates shall, and shall use its Commercially Reasonable Efforts to auditcause its sublicensees to permit Sublicensor, SLX and the Stockholder Representative, by independent certified public accountants employed by Sublicensor, SLX or the Stockholder Representative, as applicable, and reasonably acceptable to Sublicensee, its Affiliate or its sublicensee, as the case may be, to examineexamine such books and records at any reasonable time, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other) relating to or pertaining to this contract kept by or under the control of the Contractor, includingupon reasonable notice, but not limited later than *** years following the rendering of the corresponding reports pursuant hereto and to those kept by Section 7.6 of the ContractorMerger Agreement. The foregoing right of examination may be exercised only once during each *** month period during which payments hereunder are accrued. Sublicensee or its Affiliates or sublicensees, its employeesas the case may be, agents, assigns, successorsmay require such accountants to enter into a reasonably acceptable confidentiality agreement, and Subcontractorsin no event shall such accountants disclose to Sublicensor, SLX or the Stockholder Representative any information, other than such as relates to the conclusion regarding the accuracy of the corresponding reports pursuant to Section 7.6 of the Merger Agreement and payments made hereunder. Such records The opinion of said independent accountants regarding such reports and related payments shall includebe binding on the parties, but not be limited toother than in the case of manifest error. Responsibility (i) for the cost of any such examination and review related to payments under Section 5.2.1 and 5.3.1, accounting records, written policies and procedures; all paid vouchers including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals; original estimates; estimating work sheets; contract amendments and change order files; back charge logs and supporting documentation; insurance documents; payroll documents; timesheets; memoranda; and correspondence. Contractor shall, at all times during the term of this contract and for a period of five (5) years after the completion of this contract, maintain such records, together with such supporting or underlying documents and materials. The Contractor shall at any time requested by LES, whether during or after completion of this contract and at Contractor’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by LES. Such records shall be made available to LES during normal business hours at the Contractor’s office or place of business. In the event that no such location is available, then the financial records, together with the supporting or underlying documents and records, shall be made available for audit at a time and location that is convenient for LES. Contractor shall ensure LES has these rights with Contractor’s assigns, successors, and Subcontractors, and the obligations of these rights shall be explicitly included in any subcontracts or agreements formed between the Contractor and any Subcontractors to the extent that those Subcontracts or agreements relate to fulfillment of the Contractor’s obligations to LES. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by LES unless certain exemption criteria are met. If the audit identifies overpricing or overcharges (of any nature) by the Contractor to LES in excess of one-half of one percent (.5%) of the total contract xxxxxxxx, the Contractor shall reimburse LES for the total costs of the audit. If the audit discovers substantive findings related to fraud, misrepresentation, or non-performance, the Contractor shall reimburse LES for total costs of audit. Any adjustments and/or true up payments that must be made arising as a result of such examination and review shall be determined in accordance with the provisions of Section 7.8 of the Merger Agreement and (ii) for the cost of any such audit or inspection examinations and review related to payments under Section 5.2.2 and 5.3.2 shall be borne by SLX, unless such examination and review requires that a true up payment be made to Sublicensor that represents more than ***% of the Contractor’s invoices and/or records payment made under said sections, in which case the costs shall be made within borne by Sublicensee. Upon the expiration of the *** year period following the rendering of a reasonable amount of time (not report pursuant to exceed 90 days) this Section 6.2, such report shall be binding on the parties, and Sublicensee and their respective Affiliates, and sublicensees, shall be released from presentation of LES’ findings any liability or accountability with respect to Contractorpayment required hereunder for the period covered by such report.