Assessments and Audits Sample Clauses

Assessments and Audits. Nectar HR agrees to reasonably cooperate with Client (including its employee users and personnel) to:
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Assessments and Audits. (a) OneStream will, at least annually, cause an independent third-party provider to conduct penetration tests of the then-current release and version of the Software. OneStream will remediate any critical vulnerability revealed by such penetration test within 30 days after receipt of the report identifying such vulnerability.
Assessments and Audits. (a) Orbit shall, upon reasonable and written notice and subject to obligations of confidentiality and pursuant to a non-disclosure agreement, contribute to audits (including inspections) conducted by Customer or a third-party auditor mutually agreed upon by the parties and allow its Processing procedures and documentation to be inspected no more than annually in order to ascertain compliance with this Addendum. Such audit shall be at Customer’s sole expense. Orbit shall cooperate in good faith with audit requests by providing access to relevant knowledgeable personnel and documentation. Except as otherwise required by law, (i) Customer shall provide at least thirty (30) days prior written notice to Orbit of any requested audit; (ii) any audit shall be conducted during Orbit’s normal business hours; (iii) an audit shall not last longer than three (3) business days; and (iv) Customer and its agents and auditors shall not access Orbit’s proprietary or confidential information, except to the extent access is strictly necessary to demonstrate compliance with this Addendum and in a manner acceptable to Orbit that preserves the proprietary or confidential nature of the information.
Assessments and Audits. Service Provider will timely comply with any requests from MSI and MSI’s Affiliates for information or documentation related to this Agreement, or information that demonstrates that Service Provider and Service Provider’s Personnel are in compliance, and that the Services are being provided in accordance with this Agreement. MSI and its Affiliates will strive to consolidate such requests so as to minimize disruption. Additionally, Service Provider and Service Provider’s Personnel are subject to audits by MSI. Service Provider will comply and will require its Personnel to comply with all audits conducted by MSI. All aspects of Service Provider’s business relating to this Agreement may be audited at MSI’s request in order to confirm compliance with this Agreement. MSI will provide Service Provider no less than 5 business daysnotice of its intent to audit Service Provider. Service Provider will provide all reasonably necessary assistance to MSI when MSI conducts an audit. Any questionnaires that MSI requests during an audit must be timely completed by Service Provider or Service Provider’s Personnel.
Assessments and Audits. Assessment and audit projects may include pollution prevention assessments, environmental quality assessments, or compliance audits. • Pollution prevention assessments are systematic, internal reviews of specific processes and operations designed to identify and provide information about opportunities to reduce the use, production, and generation of toxic and hazardous materials and other wastes that may pose threats to water quality, water supply, or human health. • Environmental quality assessments are investigations of: the condition of the environment at a site not owned or operated by the responsible party; the environment impacted by a site or facility regardless if owned or operated by the responsible party; or threats to human health or the environment relating to a site or facility regardless if owned or operated by the responsible party. • Environmental compliance audits are independent evaluations of a responsible party’s compliance status with environmental requirements at a given point in time. In general, compliance audits are acceptable as SEPs only when the responsible party is a small business, small community (less than 2,500 persons), or a state or local government entity. These assessments and audits are only acceptable as SEPs when the responsible party agrees to provide the Regional Board with a copy of the report and the results are made available to the public.
Assessments and Audits. Provider shall timely respond to Customer’s reasonable request for information about its data privacy and information security programs and shall assist in data protection impact assessments and other analysis required under applicable data protection law. Provider shall further permit Customer or a third-party auditor acting under Customer's direction, to conduct, at Customer's cost and not more than once per year, an audit or assessment, subject to reasonable access arrangements and save for disclosure of information which is confidential, commercially sensitive or privileged, concerning Provider's data protection procedures relating to its compliance with this exhibit. For the avoidance of any doubt, Customer’s audit, access, and inspection rights under this clause is limited to documents and records only and does not apply to physical premises, databases or other information not strictly relating to the performance of this Agreement.
Assessments and Audits. (a) OneStream will, at least semi-annually, cause an independent third-party provider to conduct penetration tests of the then- current release and version of the Service. Upon OneStream validation, OneStream will remediate vulnerabilities within timelines which are in accordance with NIST 800-53 guidelines.
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Assessments and Audits. Xyte audits its compliance with data protection and information security standards on a regular basis. Such audits are conducted by Xyte’s internal audit team or by third party auditors engaged by Xyte, and will result in the generation of an audit report (“Report”), which will be Xyte’s confidential information. Xyte shall, upon reasonable and written notice and subject to obligations of confidentiality, no more than once a year and in normal business hours, allow its data Processing procedures and documentation to be inspected by Customer (or its designee), at Customer's expense, in order to ascertain compliance with this DPA; Xyte shall cooperate in good faith with such audit requests by providing access to relevant knowledgeable personnel and documentation. At Customer’s written request, and subject to obligations of confidentiality, Xyte may satisfy the requirements set out in this section by providing Customer with a copy of the Report so that Customer can reasonably verify Xyte’s compliance with its obligations under this DPA. Data Retention and Destruction Xyte will only retain Personal Data for the duration of the Agreement or as required to perform its obligations under the Agreement, or has otherwise required to do so under applicable laws or regulations. Following expiration or termination of the Agreement, Xyte will delete or return to Customer all Personal Data in its possession as provided in the Agreement, except to the extent Xyte is required under applicable laws to retain the Personal Data. The terms of this DPA will continue to apply to such Personal Data. Notwithstanding the foregoing, Xyte shall be entitled to maintain Personal Data following the termination of this Agreement for statistical and/or financial purposes provided always that Xyte maintains such Personal Data on an aggregated basis or otherwise after having removed all personally identifiable attributes from such Personal data. Notwithstanding the foregoing, Xyte shall be entitled to retain Personal Data solely for the establishment or exercise of legal claims, and/or in aggregated and anonymized form, for whatever purpose. Indemnification Customer will indemnify Xyte and hold Xyte harmless from any cost, charge, damages, expenses or losses incurred as a result of Customer’s breach of any of the provisions of these clauses. Indemnification hereunder is contingent upon (a) Xyte promptly notifying Customer of a claim, (b) Customer having sole control of the defense and settl...

Related to Assessments and Audits

  • INSPECTIONS AND AUDITS 30 A. ADMINISTRATOR, any authorized representative of COUNTY, any authorized representative 31 of the State of California, the Secretary of the United States Department of Health and Human Services, 32 the Comptroller General of the United States, or any other of their authorized representatives, shall have 33 access to any books, documents, and records, including but not limited to, financial statements, general 34 ledgers, relevant accounting systems, medical and client records, of CONTRACTOR that are directly 35 pertinent to this Agreement, for the purpose of responding to a beneficiary complaint or conducting an 36 audit, review, evaluation, or examination, or making transcripts during the periods of retention set forth 37 in the Records Management and Maintenance Paragraph of this Agreement. Such persons may at all 1 reasonable times inspect or otherwise evaluate the services provided pursuant to this Agreement, and the 2 premises in which they are provided.

  • Reports and Audits The Company shall as soon as practicable but in no event later than six months after the end of each of its fiscal years, file with the Trustee and the Issuer, audited financial statements of the Company prepared as of the end of such fiscal year; provided that the Company may satisfy this requirement by its filing of such information with the Securities and Exchange Commission (xxx.xxx.xxx) and the Municipal Securities Rulemaking Board (xxx.xxxx.xxxx.xxx) in accordance with their respective filing requirements.

  • Checks and Audits The parties of the agreement undertake to provide any detailed information requested by the European Commission, the National Agency of [country] or by any other outside body authorised by the European Commission or the National Agency of [country] to check that the mobility period and the provisions of the agreement are being properly implemented.

  • Records and Audits RBNC will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales generated in the then current Calendar Year and payments required under this Agreement, and during the preceding [***] Calendar Years. AMGEN will have the right, [***] at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to RBNC’s prior written consent (which shall not be unreasonably withheld), review any such records of RBNC and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the [***] month period preceding the date of the request for review. No Calendar Year will be subject to audit under this Section 3.9 more than once. RBNC will receive a copy of each such report concurrently with receipt by AMGEN. Should such inspection lead to the discovery of a discrepancy to AMGEN’s detriment, RBNC will, within [***] days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). AMGEN will pay the full cost of the review unless the underpayment of amounts due to AMGEN is [***] of the amount due for the entire period being examined, in which case RBNC will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to RBNC’s detriment, RBNC may credit the amount of the discrepancy, without interest, against future payments payable to AMGEN under this Agreement, and if there are no such payments payable, then AMGEN shall pay to RBNC the amount of the discrepancy, without interest, within [***] days of AMGEN’s receipt of the report.

  • Certifications and Audits Company shall promptly complete and return to BNYM any certifications which BNYM in its sole discretion may from time to time send to Company, certifying that Company is using the Licensed System in strict compliance with the terms and conditions set forth in this Agreement. BNYM may, at its expense and after giving reasonable advance written notice to Company, enter Company locations during normal business hours and audit Company’s utilization of the Licensed System, the number of copies of the Documentation in Company’s possession, and the scope of use and information pertaining to Company’s compliance with the provisions of this Agreement. The foregoing right may be exercised directly by BNYM or by delegation to an independent auditor acting on its behalf. If BNYM discovers that there is any unauthorized scope of use or that Company is not in compliance with the aforementioned provisions, Company shall reimburse BNYM for the full costs incurred in conducting the audit.

  • Records and Audit A. Concessionaire shall maintain complete, accurate, and detailed accounting records of all transactions pertaining to the Concession Operation covered by this Agreement that will enable Concessionaire to prepare financial statements in accordance with generally accepted accounting principles. Concessionaire shall make such records available to any authorized representative of Department upon request, as often as it is deemed necessary by Department, to determine the effectiveness of the financial management system and internal procedures that have been established by Concessionaire, and to ensure compliance with the terms and conditions of this Agreement and that the financial statements and reports present fairly the results of Concessionaire's operations pursuant to this Agreement. Failure to do so shall be a material breach of this Agreement. Said records shall be maintained and made available to Department and the State of New Jersey for a period of seven (7) years after the termination or expiration of this Agreement.

  • Records and Audit/Inspections 6.13.1 A-E shall keep an accurate record of time expended by A-E and/or consultants employed by A-E in the performance of this CONTRACT.

  • INSPECTION AND AUDIT The CONTRACTOR shall maintain, and the LEA shall have the right to examine and audit all of the books, records, documents, accounting procedures and practices and other evidence that reflect all costs claimed to have been incurred or fees claimed to have been earned under this Agreement. CONTRACTOR shall provide access to LEA to all records including, but not limited to: student records as defined by California Education Code section 49061(b); registers and roll books of teachers; daily service logs and notes or other documents used to record the provision of related services; Medi-Cal/daily service logs and notes used to record provision of services provided by instructional assistants, behavior intervention aides, bus aides, and supervisors; absence verification records (parent/doctor notes, telephone logs, and related documents); bus rosters; staff lists specifying credentials held, business licenses held, documents evidencing other qualifications, social security numbers, dates of hire, and dates of termination; staff time sheets; non-paid staff and volunteer sign-in sheets; transportation and other related service subcontracts; school calendars; bell/class schedules when applicable; liability and worker’s compensation insurance policies; state NPS/A certifications; by-laws; lists of current board of directors/trustees, if incorporated; other documents evidencing financial expenditures; federal/state payroll quarterly reports Form 941/DE3DP; and bank statements and canceled checks or facsimile thereof. Such access shall include unannounced inspections by XXX. CONTRACTOR shall make available to LEA all budgetary information including operating budgets submitted by CONTRACTOR to LEA for the relevant contract period being audited. CONTRACTOR shall make all records available at the office of LEA or CONTRACTOR’s offices (to be specified by XXX) at all reasonable times and without charge. All records shall be provided to LEA within five (5) working days of a written request from XXX. CONTRACTOR shall, at no cost to LEA, provide assistance for such examination or audit. XXX’s rights under this section shall also include access to CONTRACTOR’s offices for purposes of interviewing CONTRACTOR’s employees. If any document or evidence is stored in an electronic form, a hard copy shall be made available to the LEA, unless the LEA agrees to the use of the electronic format. CONTRACTOR shall obtain from its subcontractors and suppliers written agreements to the requirements of this section and shall provide a copy of such agreements to LEA upon request by XXX. If an inspection, review, or audit by XXX, a state agency, a federal agency, and/or an independent agency/firm determines that CONTRACTOR owes LEA monies as a result of CONTRACTOR’s over billing or failure to perform, in whole or in part, any of its obligations under this Master Contract, LEA shall provide to CONTRACTOR written notice demanding payment from CONTRACTOR and specifying the basis or bases for such demand. Unless CONTRACTOR and XXX otherwise agree in writing, CONTRACTOR shall pay to LEA the full amount owed as result of CONTRACTOR’s over billing and/or failure to perform, in whole or in part, any of its obligations under this Master Contract, as determined by an inspection, review, or audit by XXX, a state agency, a federal agency, and/or an independent agency/firm. CONTRACTOR shall make such payment to LEA within thirty (30) days of receipt of XXX’s written notice demanding payment.

  • Accounts and Audit 20.1. The Company shall keep records that are sufficient to show and explain the Company’s transactions and that will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

  • Inspections and Reports 2.1 The department may inspect, in the manner and at reasonable times it considers appropriate, all the contractor's facilities and activities under this contract.

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