Common use of Representatives Clause in Contracts

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 (Supplier Personnel). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits Levels and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27 (Supplier Personnel). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 26 (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 20.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.120.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1920, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party (a) Tenant hereby appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., as President of Associated Consulting International, Inc., as the authorized representative of Tenant for purposes of dealing with Landlord and its agents with respect to all matters involving, directly or indirectly, the construction of the Tenant Improvements and the Project including, without limitation, change orders to the Construction Documents (such person is hereinafter referred to as “Tenant’s Representative”). Tenant hereby warrants and represents to Landlord that Tenant’s Representative has all of the requisite power and authority to deal with the Landlord and its agents in the manner contemplated herein and that Tenant shall have a representative for be bound by the duration acts and omissions of this Call Off Contract who Tenant’s Representative. Upon at least two (2) days’ prior written notice to Landlord, Tenant shall have the right to substitute a different individual as Tenant’s Representative hereunder. Landlord shall send to Tenant’s Representative half-sheet copies of the Space Plans and Construction Documents, with copies of same (and any other items sent to Tenant’s Representative) sent to ▇▇▇▇▇ ▇▇▇▇ at Tenant’s address set forth in the Lease. (Full size sets of the Space Plans and Construction Documents and any other materials relating to the construction of the Project will be made available to Tenant at all times at the office of the Architect and/or at the job site.) Tenant’s time frames for review of any deliveries shall commence on the date of receipt by Tenant’s Representative and ▇▇▇▇▇ ▇▇▇▇, except that if a delivery is unintentionally not sent to ▇▇▇▇▇ ▇▇▇▇, then the applicable time frame shall commence on the date of receipt by Tenant’s Representative. (b) Landlord hereby appoints ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, of The ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Company, as the authorized representative of Landlord for purposes of dealing with Tenant and its agents with respect to all matters involving, directly or indirectly, the Construction of the Tenant Improvements and the Project including, without limitation, change orders to the Construction Documents (such person is hereinafter referred to as “Landlord’s Representative”). Landlord hereby warrants and represents to Tenant that Landlord’s Representative has all of the requisite power and authority to act on behalf of their respective Party on deal with the matters set out in, or Tenant and its agents in connection with, this Call Off Contract. The initial Supplier Representative the manner contemplated herein and that Landlord shall be bound by the person named as such in the Order Formacts and omissions of Landlord’s Representative. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 Upon at least two (Supplier Personnel). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (52) Working Days of the Call Off Commencement Date. The Customer may, by days’ prior written notice to the SupplierTenant, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer Landlord shall have no obligation the right 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information substitute a different individual as is necessary to fulfil the CustomerLandlord’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditRepresentative hereunder.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Service Provider Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Service Provider Representative shall be agreed in accordance with Clause 25 27 (Supplier Service Provider Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier Service Provider of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the SupplierService Provider, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier Service Provider shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Key Sub-Contracts and the amounts paid by the Customer. The Supplier Service Provider shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the SupplierService Provider’s premises and/or provide records and accounts (including copies of the SupplierService Provider's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier Service Provider and/or its Sub-Contractors of any of the SupplierService Provider’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier Service Provider (including the costs of all Sub-Contractors and any third party suppliersService Providers) in connection with the provision of the Services; verify the Open Book Data; verify the SupplierService Provider’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation to inform the Supplier Service Provider of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the SupplierService Provider, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Service Provider in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and recordsnot used; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the SupplierService Provider’s quality management systems (including any quality manuals and procedures); review the SupplierService Provider’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier Service Provider or delay the provision of the Services save insofar as the Supplier Service Provider accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the SupplierService Provider’s rights in respect of Confidential Information, the Supplier Service Provider shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier Service Provider and to any Supplier Service Provider Equipment used in the provision of the Services; and access to the Supplier Service Provider Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier Service Provider in which case the Supplier Service Provider shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27 (Supplier Personnel). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 29 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Products and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 23.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 23.1 at the Supplier’s premises Premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.123.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Products and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Products and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Products and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment Equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save Products and/or Servicessave insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Products and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1923, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract Lease Agreement who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off ContractLease Agreement. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 32 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Lease Agreement Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Lease Agreement Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Lease Agreement including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Lease Agreement Period and the period specified in Clause 19.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Lease Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Lease Agreement Charges and any other amounts payable by the Customer under this Call Off Contract Lease Agreement (and proposed or actual variations to them in accordance with this Call Off ContractLease 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off ContractLease Agreement; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Lease Agreement Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off ContractLease Agreement; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1924, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for Subject to the duration remaining provisions of this Call Off Contract who shall have Clause 4, Company Representative and Contractor Representative are the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person persons named as such in the Order Formrelevant Call-Off Order. Any change to the Supplier Representative shall be agreed Such representatives, their replacements or delegates as appointed in accordance with this Clause 25 (Supplier Personnel)4, shall be readily available to enable both Company and Contractor to discharge their obligations under this MSA. The Customer shall notify Company Representative has the Supplier authority to act for and on behalf of Company in respect of the identity Work and, subject to any delegation of such authority, shall be responsible for issuing all notices, information, instructions, directions and decisions to Contractor and receiving from Contractor all notices, information and decisions as required under this MSA. Company Representative may at any time by notice (including by e-mail) to Contractor delegate any of its authority to any nominated deputy or deputies. Such notice shall specify the initial Customer Representative within five (5) Working Days extent of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of any such deputy or deputies. Company may replace Company Representative at any time and shall notify Contractor of any replacement. Company Representative has no powers to amend this MSA or to relieve Contractor from any of its liabilities or obligations under this MSA. Contractor Representative has the Customer authority to act for and on behalf of Contractor in respect of the Work and, subject to any delegation of such authority, shall be responsible for issuing all notices, information and decisions to Company and receiving from Company all notices, information, instructions, directions and decisions as required under this MSA. Contractor Representative may delegate any of its authority to any nominated deputy or deputies, the terms of such delegation being subject to Company’s prior approval which shall not be unreasonably withheld or delayed. Contractor shall not change Contractor Representative or appoint any nominated deputy or deputies without Company’s prior approval. Contractor Representative has no powers to amend this MSA. Contractor shall provide all management, engineering, design, supervision, personnel, equipment, plant, machinery, tools, apparatus, hardware, materials, consumables, supplies, containers, packaging, fastenings, spare parts, software, facilities, premises and all other things whether of a new Customer Representativetemporary or permanent nature, so far as the necessity for providing the same is specified in or reasonably to be inferred from this MSA. The Supplier Contractor shall keep and maintain for seven carry out the Work: (7a) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 in accordance with Good Industry Practice internationally recognised good practices and Lawstandards applicable to work of the type to be carried out under this MSA; (b) with all due skill, care, diligence, prudence and foresight to be expected of a reputable contractor experienced in work of the type to be carried out under this MSA; (c) to the satisfaction of Company; and (d) in compliance with all other provisions of this MSA In order to ensure the performance and completion of the Work is not delayed, Contractor shall be responsible for: (a) the diligent and timely execution of all aspects of the Work, in accordance with the provisions of this MSA; (b) the diligent and timely request from Company of all items to be provided by Company, including Company Provided Items; and (c) subject to the programming requirements of Company, programming the Work and independently controlling its progress, including preparing and submitting to Company estimates, programmes, reports of progress and other reports as Company may request from time to time. Except to the extent that it may be legally impossible or create a hazard to safety, Contractor shall comply with Company’s instructions and directions on all matters relating to the Work. Contractor shall ensure that other work it is currently or simultaneously carrying out does not interfere with the Work. In respect of Personnel, Equipment, securings, containers, packaging, software, facilities, premises and all other things whether of a temporary or permanent nature that Contractor is required to provide in accordance with the provisions of this MSA, Contractor shall not enter into any agreement of any nature if the work under such agreement is for a period of time that would result in any of the same not being available as and when required under this MSA, shall not at any time divert or allocate the same to other work without Company’s prior approval and undertakes that, notwithstanding such approval, the same shall be provided as and when required under this MSA. Except where there are specific schedules or dates provided in this MSA for Contractor’s submission of any matter for approval or consent, Contractor shall submit all matters requiring Company’s approval or consent within an adequate timeframe so that Company has a reasonable period in which to review any such submissions. Company reserves the right to enter into contracts with other contractors for the provision of work or services associated with the Work, for the Work itself if not awarded to Contractor, or if Company has the right pursuant the terms of this MSA to have Work completed by itself or a Third Party. Contractor shall afford Company and such other contractors (and their subcontractors of any Auditor tier) all access and every opportunity required for the execution of their work or services and shall co-operate fully with such persons. Company and its authorised representatives shall be entitled at any time to carry out any inspection, testing, witnessing, expediting or monitoring of the Work necessary and to examine all associated Data in order to confirm compliance by Contractor with its liabilities and obligations under this MSA. Contractor shall provide, or shall procure the provision of, all assistance, Data and access to Personnel or the records and accounts referred to in Clause 21.1at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, Work as may be required in connection therewith. Company or, as applicable, the relevant member of Company Group shall at all times retain title to the Technical Information and such other Data provided by or on behalf of Contractor under this MSA. Where any Data provided by or on behalf of Contractor under this MSA is created and stored electronically, Contractor shall provide, or procure the provision of, the same to Company on such electronic media as Company may require and which is compatible with Company’s systems at the times specified in this MSA or if no times are specified, when required by Company. If requested by Company, files will be provided in original format (i.e. Word, Excel, CAD, etc.) and if mutually agreed for specific work, in a PDF format. The Parties shall agree the system compatibility requirements applicable to the Work. Contractor shall exercise all diligence to ensure the completeness and safe transportation of all acquired Data including well logs, test and other information arising out of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify Work. Contractor does not warrant the accuracy of Data transmitted by electronic process, provided that where Contractor suspects that such Data will not be transmitted accurately Contractor shall immediately notify Company Representative who shall advise Contractor of the Call Off Contract Charges most appropriate course of action to be taken. Contractor will not be responsible for accidental or intentional interception of Data transmitted by electronic process by third parties, except where such Data is intercepted within Contractor Group’s electronic systems. If Contractor collects as part of the Work any samples of soil, drill cores, drill cuttings, well fluids (including hydrocarbons) or similar from any Worksite, then Contractor shall keep and any other amounts payable preserve representative portions of such samples which shall remain at all times the property of Company, and shall deliver the same to Company on request. For greater clarity and certainty such collected items are covered by the Customer under confidentiality provisions of this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditMSA.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27. (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits Levels and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921., unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s Suppliers quality management systems (including any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off ContractContract . The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27 (Supplier Personnel). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off ContractContract ); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off ContractContract ; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off ContractContract ; review the Supplier’s Suppliers quality management systems (including any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27 (Supplier Personnel). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off ContractContract ); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s Suppliers quality management systems (including any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative of the Shareholders approves the designation of --------------- and designates ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇, as the representatives of the Principal Shareholders (the "Representatives") and as the attorney-in-fact and agent for and on behalf of each Shareholder with respect to the delivery of the Closing Balance Sheet and the Closing Liabilities Schedule under Section 1.2, the resolution of Deferred Payment under Section 1.4 hereof and claims for indemnification under this Article VIII and the taking by the Representatives of any and all actions and the making of any decisions required or permitted to be taken by the Representatives under this Agreement, including, without limitation, the exercise of the power to: (a) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (b) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article VIII; and (c) take all actions necessary in the judgment of the Representatives for the duration accomplishment of this Call Off Contract who shall the foregoing. The Representatives will have the authority and power to act on behalf of their respective Party each Principal Shareholder with respect to the disposition, settlement or other handling of all claims under Article VIII and all rights or obligations arising under Article VIII. The Shareholders will be bound by all actions taken and documents executed by the Representatives in connection with Article VIII, and DoveBid will be entitled to rely on any action or decision of either Representative. In performing the functions specified in this Agreement, the Representatives will not be liable to any Shareholder in the absence of gross negligence or willful misconduct on the matters set out in, or in connection with, this Call Off Contractpart of the Representatives. The initial Supplier Representative Principal Shareholders shall be severally indemnify the person named as such in Representatives and hold them harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 (Supplier Personnel). The Customer shall notify the Supplier part of the identity Representatives and arising out of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection with the provision acceptance or administration of the Services; verify the Open Book Data; verify the Supplier’s his duties hereunder. Any out-of-pocket costs and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 expenses reasonably incurred by the Supplier Representatives in connection with this Call Off Contract; carry out actions taken by the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office to carry out an examination Representatives pursuant to Section 6(1the terms of Article VIII (including without limitation the hiring of legal counsel and the incurring of legal fees and costs) of will be paid by the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating Principal Shareholders to the Supplier’s performance of Representatives pro rata in proportion to their respective percentage equity interests in the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject Company immediately prior to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditClosing.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27 (Supplier Personnel). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s Suppliers quality management systems (including any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Contract Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 32 (Supplier Personnel). The If the initial Customer Representative is not specified in the Contract Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Contract Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Contract Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 24.1 at the Supplier’s Suppliers premises and/or provide records and accounts (including copies of the Supplier's Suppliers published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s Suppliers obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off ContractContract ); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s Suppliers and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework DPS Guarantor and/or the Call Off Contract Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s Suppliers performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s Suppliers own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s Suppliers quality management systems (including any quality manuals and procedures); review the Supplier’s Suppliers compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s Suppliers rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1924, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 28 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 22.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 22.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.122.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1922, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative The representatives of the Parties for the duration purposes of administering the PCRS Agreement shall be as notified in Writing by one Party to the other from time to time. All queries and day to day communications regarding the operation of a PCRS Agreement shall be dealt with by the Parties’ representatives in the first instance and the Commissioner’s Representative and the Supplier’s Representative shall directly liaise for the purposes of monitoring and reviewing the operation and performance of the PCRS Agreement. Limitation of Liability Nothing in this PCRS Agreement limits or excludes a Party's liability for: death or personal injury arising out of negligence; for fraud, fraudulent misrepresentation, criminal acts; or where such a limitation or exclusion would be contrary to law. Subject to clause 4.1 of these Terms neither Party nor any of its Affiliates shall be liable to the other Party or its Affiliates for any indirect, special, exemplary or consequential loss of any kind, whether in contract (including for damages for any deliberate repudiatory acts), delict or tort (including negligence), for breach of statutory duty, or otherwise. Freedom of Information and Data Protection Both Parties warrant that all necessary steps will be taken to maintain full compliance with the Data Protection Act 2018. No Confidential Information relating to the identity, condition, medical treatment or history of a Patient will be provided to a Supplier further to a PCRS Agreement. The Commissioner shall treat as confidential all Supplier Confidential Information and shall not disclose to any third party without the prior written consent of the Supplier any Supplier Confidential Information; provided that such undertaking will not apply where the information: is or becomes public knowledge other than by breach of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such Clause 5; is in the Order Form. Any change possession of the Commissioner without restriction in relation to disclosure before the date of receipt; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is independently developed without access to the Supplier Representative Confidential Information; to the extent that the Commissioner is required to disclose such Supplier Confidential Information by law or any regulatory or government authority (but only to that extent) and provided that to the extent the Commissioner is legally able to do so it shall be agreed in accordance with Clause 25 (Supplier Personnel). The Customer shall notify i) advise the Supplier as soon as reasonably practicable of any such legal requirement made of it by a regulatory or governmental authority to disclose Confidential Information, (ii) seek an opportunity for the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice Supplier to make representations to the Supplier, revoke regulatory or amend governmental authority and (iii) advise the regulatory or governmental authority of the Customer Representative or appoint a new Customer Representativeconfidential nature of the Supplier Confidential Information. The Supplier shall keep and maintain for seven (7) years after Commissioner recognises the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts legitimacy of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts value and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at the Supplier’s premises and/or provide records and accounts (including copies detail of the Supplier's published accounts) or copies Rebate being commercially sensitive and confidential. Nothing contained in this Clause 5 shall prevent the Commissioner from disclosing any Supplier Confidential Information wherever disclosure is required by virtue of the sameCommissioner’s status as an NHS entity to a department, as may be required by any office or agency of the Auditors Commissioner’s Government or to any other NHS Associated Parties; Provided that the Commissioner shall require the recipient of such Supplier Confidential Information to accept an obligation of confidentiality in relation to such Supplier Confidential Information in terms no less onerous than contained in these Terms. Nothing whether expressly provided in the PCRS Agreement, or otherwise implied, shall preclude the Commissioner from making public under the Freedom of Information Act (2000) and/or any codes or regulations applicable from time to time during the Call Off Contract Period and the period specified in Clause 19.1relating to access to public authorities’ information (“FOI”), in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs details of all Sub-Contractors and any third party suppliers) in connection with the provision of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records matters relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.PCRS Agreement unless:

Representatives. Each Party shall have a representative for (a) To satisfy its obligations under the duration Agreement to provide services to the Reorganized Debtors, SFC may utilize (i) the Associate Directors of this Call Off Contract who shall have Restructuring (each an "Associate Director") approved by Enron's Board of Directors and/or the authority Bankruptcy Court prior to act the Effective Date to provide services to the Debtors on behalf of their respective Party on SFC, and (ii) each Associate Director designated by SFC after the matters Effective Date (A) in a written notice given to Enron's Board of Directors or (B) in a verbal notice given to Enron's Board of Directors as reflected in the Minutes of a meeting of such Board of Directors, to provide services to the Reorganized Debtors pursuant to this Agreement (each a "Post Effective Date Appointed Associate Director"), provided, that, (X) if Enron's Board of Directors objects to the use of any Post Effective Date Appointed Associate Director by SFC for such services, SFC shall obtain the approval of the Bankruptcy Court, after notice and an opportunity for hearing, and (Y) if Enron's Board of Directors approves of the use of a Post Effective Date Appointed Associate Director by SFC for such services, SFC shall follow and satisfy the notice procedures with regard to such Post Effective Date Appointed Associate Director set out inforth in Schedule 2, or in connection witheach case prior to utilizing such Post Effective Date Appointed Associate Director. (b) In the event that the Board of Directors of Enron requests that SFC reduce the number of Associate Directors utilized to provide the services set forth herein, this Call Off Contractand SFC refuses to make such a reduction, such Board of Directors may request the Bankruptcy Court to reduce the number of Associate Directors authorized to provide such services. The initial Supplier Representative If the Bankruptcy Court grants such request, the Associate Directors authorized to provide such services pursuant to clause (a) above shall be the person named adjusted as such set forth in the Order Form. Any change applicable order of the Bankruptcy Court. (c) Prior to the Supplier Representative Effective Date, SFC shall be agreed in accordance with Clause 25 cause Stephen F. Cooper (Supplier Personnel). The Customer shall notify the Supplier "Cooper") and each of SFC's other employees and pr▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇l p▇▇▇▇▇▇ services on behalf of the identity of Reorganized Debtors (collectively with Cooper, the initial Customer "Representatives") pursuant to this Agreement to enter in▇▇ ▇▇ agreement in the form attached hereto as Exhibit A, and shall undertake diligent efforts to cause each Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); verify the costs of the Supplier (including the costs of all Sub-Contractors and any third party suppliers) in connection comply with the provision terms and conditions of the Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditagreement.

Representatives. Each Party shall have a representative for the duration of this Call Call-Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Call-Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 2429 (Supplier Personnel). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Call-Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Call-Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Call-Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 18.119.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Call-Off Contract Period and the period specified in Clause 19.118.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Call-Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Call-Off Contract Charges and any other amounts payable by the Customer under this Call Call-Off Contract (and proposed or actual variations to them in accordance with this Call Call-Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Call-Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Call-Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Call-Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Call-Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1918, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 28. (Supplier Personnel). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 22.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 22.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.122.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1922., unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 32 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1924, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 33 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 23.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 23.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.123.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1923, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 32. (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 26.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 26.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.126.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1926., unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27. (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921., unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 34 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services Goods and the delivery of purchased Goods provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 ServicesGoods and the delivery of purchased Goods; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the ServicesGoods and the delivery of purchased Goods; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits Levels and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services Goods and the delivery of purchased Goods and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services Goods and the delivery of purchased Goods save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the ServicesGoods and the delivery of purchased Goods; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1924, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract Lease Agreement who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off ContractLease Agreement. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 32 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Lease Agreement Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Lease Agreement Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Lease Agreement including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Lease Agreement Period and the period specified in Clause 19.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Lease Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Lease Agreement Charges and any other amounts payable by the Customer under this Call Off Contract Lease Agreement (and proposed or actual variations to them in accordance with this Call Off ContractLease 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off ContractLease Agreement; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 ▇▇▇ ▇▇▇▇ of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Lease Agreement Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off ContractLease Agreement; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1924, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 26. (Supplier Personnel) and implemented following the procedure set out in Clause 21.1 (Variation Procedure). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 20.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.120.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1920., unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 29 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 23.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 23.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.123.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1923, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party 7.1 The Contractor shall appoint and at all times have an agent acceptable to the Employer and able to exercise its powers duties discretions and authorities and such agent shall be known and described as the Contractor’s Representative. The Contractor shall not at any time appoint more than one person to exercise a representative for particular power duty discretion or authority vested in it. Prior to the duration commencement of this Call Off Contract who the Works or within fourteen days of the Agreement being signed whichever is the earlier, the Contractor shall advise the Employer by notice in writing of the name and address of the Contractor’s Representative so appointed and thereafter, any replacement from time to time. 7.2 Upon receipt of such notice the Employer shall recognise and accept the agent named as lawfully appointed and entitled to exercise such powers, duties, discretions and authorities and notices given to the Contractor’s Representative shall be deemed to be notices given to the Contractor. The Contractor’s Representative shall have the authority to bind the Contractor and each of the joint venture members. The Contractor’s Representative is authorized to act on behalf of their respective Party on Contractor with regard to the matters set out inWorks and his decisions will be binding upon Contractor. 7.3 The Employer shall appoint and at all times have an agent able to exercise its powers, or in connection withduties, this Call Off Contractdiscretions and authorities and such agent shall be known and described as the Employer’s Representative. The initial Supplier Representative Employer shall be the not at any time appoint more than one person named as such to exercise a particular power duty, discretion or authority vested in the Order Formit. Any change Prior to the Supplier Representative commencement of the Works or within fourteen days of the Agreement being signed whichever is the earlier, the Employer shall be agreed advise the Contractor by notice in accordance with Clause 25 (Supplier Personnel). The Customer shall notify the Supplier writing of the identity of the initial Customer Employer’s Representative within five (5) Working Days so appointed and thereafter, any replacement from time to time. 7.4 Upon receipt of the Call Off Commencement Date. notice referred to in Article 7.3 the Contractor shall recognise and accept the agent identified as lawfully appointed and entitled to exercise such powers, duties, discretions and authorities and notices given to the Employer’s Representative shall be deemed to be notices given to the Employer. 7.5 The Customer mayEmployer’s Representative may (but shall not be obliged to), by written notice authorisation expressly referring to this Article 7.5, delegate to a person identified by the SupplierEmployer’s Representative, revoke or, in the event that the person is employed by the Contractor, by prior written agreement with the Contractor or amend the authority Contractor’s Representative, certain of the Customer powers, duties, discretions and authorities of the Employer’s Representative or appoint a new Customer Representativeunder the Agreement. The Supplier Employer’s Representative shall keep and maintain for seven (7) years after advise the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts Contractor by notice in writing of the operation identity of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid delegate authorised by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at the SupplierEmployer’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors Representative from time to time during the Call Off Contract Period and the period specified in Clause 19.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access authorisation. 7.6 Upon receipt of the notice referred to sites controlled in Article 7.5 the Contractor shall recognise and accept the delegate identified as lawfully appointed and entitled to exercise such powers, duties, discretions and authorities as the Employer’s Representative has delegated. 7.7 If the Employer is dissatisfied with the services rendered by the Supplier and Contractor’s Representative, then upon the Employer’s written request, the Contractor shall promptly appoint a substitute person of comparable qualifications to any Supplier Equipment used in perform the provision of the Services; and access same function, subject to the Supplier PersonnelEmployer’s approval which shall not be unreasonably withheld or delayed. The Parties agree that they Employer shall bear their own respective costs include in its written request the reasons for requiring such removal and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditsubstitution.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 32 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1924, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have The Broker-Dealer may recommend persons associated with it who are duly licensed and qualified under applicable law and regulations to act in the offer or sale of the Products (the "Representatives") for appointment as insurance agents of the Insurance Company, PROVIDED that such person: (a) has not been subject to any civil, administrative or criminal ALLMERICA DRAFT MARCH 16, 2000 actions or sanctions by, or entered into any settlement agreements with, any governmental or quasi-governmental regulatory authority or self regulatory organization, (b) has not been precluded or restricted for any period of time by any entity from selling any securities, insurance products or other products of such entity, (c) otherwise is qualified to offer and sell the Products, (d) agrees in writing (i) to comply with all of the obligations of the Broker-Dealer and the Representatives hereunder, (ii) not to make any recommendation to an applicant or prospective purchaser to purchase a representative Product without having reasonable grounds to believe that the purchase of the Product is suitable for the duration prospective purchaser, (iii) to report promptly in writing to the Insurance Company and FUSI all customer or regulatory complaints or inquiries with respect to such Representative, whether written or oral, and to assist the Insurance Company and FUSI in resolving any complaint to the satisfaction of this Call Off Contract who shall have all parties involved, (e) possesses all Required Registrations and agrees to maintain in force during the authority term hereof all Required Registrations, and (f) agrees that prior to act soliciting Products on behalf of their respective Party on the matters set out in, or in connection with, this Call Off ContractInsurance Company that he/she must be appointed as an insurance agent of the Insurance Company. The initial Supplier Representative Broker-Dealer is authorized, except as hereinafter specifically provided, to cause the Representatives to offer and sell the Products in the states and jurisdictions in which the Products, the Broker-Dealer and such Representatives are registered, licensed and appointed or otherwise appropriately qualified. The Broker-Dealer shall be solely responsible for the person named as such in supervision of the Order FormRepresentatives and shall enforce written supervisory procedures to assure strict compliance with NASD rules and applicable rules and regulations under the 1934 Act, and other applicable ALLMERICA DRAFT MARCH 16, 2000 federal and state statutes and regulations. Any change The Broker-Dealer agrees to provide to the Supplier Representative Representatives instructions sufficient to provide them with information needed to offer and sell the Products in compliance with this Agreement and the Regulations. The Broker-Dealer shall direct the sales activities of the Representatives and shall be agreed in accordance with Clause 25 (Supplier Personnel). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain solely responsible for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay Representatives in the provision offer and sale of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditProducts.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 26 (Supplier Personnel). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 20.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 20.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.120.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1920, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 34 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 24.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 24.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.124.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1924, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for Only authorised representatives of the duration of this Call Off Contract who shall have the authority to customer may act on behalf of their respective Party on the matters set out incustomer’s behalf, whether as administrators, transactors, or viewers, or in connection with, this Call Off Contractany other capacity. The initial Supplier Representative shall be the person named as such in the Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 (Supplier Personnel). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors customer must inform FNB from time to time during using the Call Off Contract Period forms or process FNB requires about which person(s) are authorised to represent it and what authority they will have. The customer alone is responsible for deciding and checking the period specified in Clause 19.1, in order that powers given to its authorised representatives. The customer must give FNB correct and up to date information about its authorised representatives. FNB can require the Auditor(s) may carry out an inspection authorised representatives to assess compliance verify information provided by the Supplier and/or its Sub-Contractors of any of customer. Until FNB receives all the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed necessary documents or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information instructions regarding authorised representatives FNB will act according to the Comptroller and Auditor General; review last recorded instructions the customer gave FNB. If FNB receives conflicting instructions from any books of account and the internal contract management accounts kept by the Supplier person appointed as an administrator or in connection with this Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts; enable the National Audit Office any representative capacity it can at its option a) refuse to carry out an examination pursuant to Section 6(1any instructions or transactions; or b) act on the instruction of any person who was recorded as valid administrator or representative of the National Audit Act 1983 of customer at the economy, efficiency time the instruction was given or (c) freeze customer account / channel until the issue has been resolve to FNB’ satisfaction. The customer is responsible for ensuring that its administrators and effectiveness with which representatives do not give FNB conflicting instructions. FNB may act on all instructions from the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits customer’s authorised representatives and Performance Monitoring) and/or other records relating debit their transactions to the Supplierrelevant account. The customer is liable for all authorised and unauthorised transactions of its representatives and for all their actions and/or omissions. FNB will not be liable for any action, loss or fraud committed by any representative nor will FNB be liable if any representative acts outside of its mandate from the customer. The customer will ratify any such acts committed by its representatives and agrees to indemnify FNB for any such actions, losses, legal and other costs and expenses. The customer will be liable for the value of transactions made by the customer or its representatives on any account, products or service, plus fees and charges on such transactions. The customer understands the risks associated with giving someone the ability to act and transact on its behalf, particularly where the approval of another person is not required first. The customer understands the risks associated with allowing persons to access account information or transact on the customer’s performance of the provision of the Services and to verify accounts using that these reflect the Supplierperson’s own internal reports and records; verify personal banking profile. The customer is alone responsible for putting the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assetsavailable safeguards, including controls and separation of roles, in place to prevent fraudulent transactions on its accounts, including placing limits on accounts, requiring approvals of transactions and/or requiring notifications to go to senior persons other than those who transact. FNB will, however, not be liable for any delays in payment or transfer of funds because of restrictions that apply to the Customer's IPRscustomer’s authorised representatives’ powers, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out whether these were imposed by the Auditor(s) customer, a court or the law or by FNB for security or risk management purposes. If an account is outside of closed the control of the Customerrepresentatives’ access rights will automatically end for that account. Subject to the SupplierThis will not affect a representative’s rights in respect of Confidential Information, on remaining accounts and/or banking channels. FNB may restrict any person’s authority without notice if FNB has the Supplier shall on demand provide need to do this but will not extend (increase) any person’s authority without the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditcustomer’s prior consent.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract Lease Agreement who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off ContractLease Agreement. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Lease Agreement Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Lease Agreement Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract Lease Agreement including the Goods and/or Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Lease Agreement Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Lease Agreement including for the following purposes in order to: verify the accuracy of the Call Off Contract Lease Agreement Charges and any other amounts payable by the Customer under this Call Off Contract Lease Agreement (and proposed or actual variations to them in accordance with this Call Off ContractLease 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 Goods and/or Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and/or Services; obtain such information as is necessary to fulfil the Customer’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 Call Off ContractLease Agreement; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Lease Agreement Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and/or Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off ContractLease Agreement; inspect the ICT Environment (or any part of it) and the wider service delivery environment (or any part of it); review any records created during the design and development of the Supplier System and pre-operational environment such as information relating to Testing; review the Supplier’s quality management systems (including all relevant Quality Plans and any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and/or Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and/or Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall have a representative for the duration of this Call Off Contract who shall have the authority to act on behalf of their respective Party on the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Representative shall be the person named as such in the Call Off Order Form. Any change to the Supplier Representative shall be agreed in accordance with Clause 25 27 (Supplier Personnel). The If the initial Customer Representative is not specified in the Call Off Order Form, the Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. The Customer may, by written notice to the Supplier, revoke or amend the authority of the Customer Representative or appoint a new Customer Representative. The Supplier shall keep and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Call Off Contract including the Goods and Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 21.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at 21.1 at the Supplier’s premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period and the period specified in Clause 19.121.1, in order that the Auditor(s) may carry out an inspection to assess compliance by the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement Contract, including for the following purposes in order to: verify the accuracy of the Call Off Contract Charges and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Goods and Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer 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 Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Goods and Services; obtain such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Goods and Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Goods and Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Goods and Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 1921, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the audit.

Representatives. Each Party shall 9.1 The Consultant hereby appoints the Consultant's Representative to represent the Consultant under this Agreement and the Consultant hereby acknowledges that, subject to clause 9.3, the Consultant's Representative has full authority to act for and on behalf of the Consultant for all purposes in connection with this Agreement, including the giving and receiving of notices. Any matter, fact or thing within the knowledge of the Consultant's Representative will be deemed to be within the knowledge of the Consultant. The Customer will address all requests, directions, notices, recommendations, approvals and information relating to the Services and this Agreement to the Consultant's Representative. The Consultant will be bound by the errors, acts and omissions of the Consultant's Representative. 9.2 The Customer hereby appoints the Customer's Representative to have full authority, subject to clause 9.3, to act for and on behalf of the Customer for all purposes in connection with this Agreement, including the giving and receiving of notices. The Consultant will address all correspondence to the Customer's Representative and provide a representative for simultaneous copy to the duration of this Call Off Contract who Customer. 9.3 Neither the Customer's Representative nor the Consultant's Representative shall have the authority power to act on behalf alter or vary any term of their respective Party on this Agreement or to terminate it save that the matters set out in, or in connection with, this Call Off Contract. The initial Supplier Customer's Representative shall be have the person named as such in the Order Form. Any change power to the Supplier Representative shall be agreed issue Variation Instructions in accordance with Clause 25 (Supplier Personnel). The Customer shall notify the Supplier of the identity of the initial Customer Representative within five (5) Working Days of the Call Off Commencement Date. clause 7. 9.4 The Customer may, by written notice in its absolute discretion, require the Consultant to remove and replace the SupplierConsultant's Representative and any such replacement shall be undertaken in accordance with clause 9.5. 9.5 The Parties will, revoke or amend in the authority event of any change of representative appointed pursuant to this clause 9, notify the other Party in writing immediately upon such change and, in the case of the Customer Consultant's Representative, the reasons for the change. The Consultant shall not revoke the appointment of the Consultant's Representative or appoint a new Customer replacement without having first obtained prior written approval from the Customer. 9.6 The Consultant hereby appoints the Deputy Consultant's Representative to act for and on behalf of the Consultant's Representative during all periods of absence of the Consultant's Representative and when so acting shall be treated as if he were the Consultant's Representative. The Supplier Consultant shall keep notify the Customer when the Deputy Consultant's Representative will be acting for and maintain for seven (7) years after the Call Off Expiry Date (or as long a period as may be agreed between the Parties), full and accurate records and accounts on behalf of the operation of this Call Off Contract including the Services provided under it, any Sub-Contracts and the amounts paid by the Customer. The Supplier shall: keep the records and accounts referred to in Clause 19.1 in accordance with Good Industry Practice and Law; and afford any Auditor access to the records and accounts referred to in Clause 21.1at the Supplier’s premises and/or provide records and accounts (including copies of the SupplierConsultant's published accounts) or copies of the same, as may be required by any of the Auditors from time to time during the Call Off Contract Period Representative and the period specified in Clause 19.1, in order that for which it will be so acting at least ten (10) days prior to the Auditor(s) may carry out an inspection to assess compliance by Deputy Consultant's Representative taking over from the Supplier and/or its Sub-Contractors of any of the Supplier’s obligations under this Call Off Contract Agreement including for the following purposes to: verify the accuracy of the Call Off Contract Charges Consultant's Representative and any other amounts payable by the Customer under this Call Off Contract (and proposed or actual variations to them in accordance with this Call Off Contract); 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 Services; verify the Open Book Data; verify the Supplier’s and each Sub-Contractor’s compliance with the applicable Law; identify or investigate an actual or suspected Prohibited Act, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Customer shall have no obligation be entitled to inform rely on such notice as authorising the Supplier Deputy Consultant's Representative to act for and on behalf of the purpose or objective of its investigations; identify or investigate any circumstances which may impact upon the financial stability of the Supplier, the Framework Guarantor and/or the Call Off Guarantor and/or any Sub-Contractors or their ability to perform the Services; obtain Consultant's Representative for such information as is necessary to fulfil the Customer’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 Call Off Contract; carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer'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 Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; review any Performance Monitoring Reports provided under Part B of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) and/or other records relating to the Supplier’s performance of the provision of the Services and to verify that these reflect the Supplier’s own internal reports and records; verify the accuracy and completeness of any information delivered or required by this Call Off Contract; review the Supplier’s quality management systems (including any quality manuals and procedures); review the Supplier’s compliance with the Standards; inspect the Customer Assets, including the Customer's IPRs, equipment and facilities, for the purposes of ensuring that the Customer Assets are secure and that any register of assets is up to date; and/or review the integrity, confidentiality and security of the Customer Data. The Customer shall use reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services save insofar as the Supplier accepts and acknowledges that control over the conduct of audits carried out by the Auditor(s) is outside of the control of the Customer. Subject to the Supplier’s rights in respect of Confidential Information, the Supplier shall on demand provide the Auditor(s) with all reasonable co-operation and assistance in: all reasonable information requested by the Customer within the scope of the audit; reasonable access to sites controlled by the Supplier and to any Supplier Equipment used in the provision of the Services; and access to the Supplier Personnel. The Parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this Clause 19, unless the audit reveals a Default by the Supplier in which case the Supplier shall reimburse the Customer for the Customer's reasonable costs incurred in relation to the auditperiod.