Common use of SOX Access Clause in Contracts

SOX Access. (i) Upon request of either party, with reasonable advance notice, the non-requesting party shall provide reasonable access to its books, records, accountants, accountants’ work papers, personnel and facilities for the purpose of the requesting party’s testing and verification of the effectiveness of the other party’s controls with respect to the Services as is reasonably necessary to enable the management of the requesting party to comply with its obligations under §404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the Securities and Exchange Commission promulgated thereunder (collectively, “SOX §404”) and to enable the requesting party’s independent public accounting firm to attest to and report on the assessment of the management of the requesting party in accordance with SOX §404 and Auditing Standard No. 2, or as required by the requesting party’s external auditors. In lieu of providing such access, a party may, in its sole discretion, instead furnish the requesting party with a type II SAS 70 report. A party is not required to furnish a requesting party access to any information other than information that relates specifically to the Services. (ii) Without limiting the generality of, and in order to give effect to, the foregoing provisions of Section 8(b)(i): A. the parties will cooperate, prior to the Distribution Date and from time to time thereafter, to identify the significant processes of each other for purposes of Auditing Standard No. 2 and used by a party in connection with the provision of the Services to each other under this Agreement; B. to the extent not already in place, the parties will develop and maintain comprehensive procedures to adequately test, evaluate and document the design and effectiveness of its controls over their significant processes; C. in the event any deficiencies are found as a result of the testing, the parties will cooperate in good faith to develop and implement commercially reasonable action plans and timetables to remedy such deficiencies and/or implement adequate compensating controls; D. in connection with providing the access contemplated by Section 8(b)(i), the parties will cooperate and assist their respective auditors in performing any process walkthroughs and process testing that such auditors may reasonably request of the significant processes; and E. in the event that Sections 8(b)(ii)A-D do not reasonably enable a party to comply with its obligations under SOX §404 and enable a party’s registered public accounting firm to attest to and report on the assessment by the management of the party in accordance with SOX §404 and Auditing Standard No. 2, then upon reasonable notice, a party will be permitted to conduct, at its own expense, an independent audit of the other party’s controls with respect to the Services solely to the extent necessary to accomplish such purpose or purposes.