Audit by Customer Sample Clauses

Audit by Customer. Customer may audit Flexera for the purpose of verifying Flexera’s compliance with the terms of this Agreement. Audits performed subject to this Section will (i) only be performed during the term of this Agreement, (ii) require prior written notice of at least thirty (30) days, (iii) be conducted during regular business hours, (iv) not unreasonably interfere with Flexera’s business activities,
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Audit by Customer. Customer may audit Revenera for the purpose of verifying Revenera’s compliance with the terms of this Agreement. Audits performed subject to this Section will (i) only be performed during the term of this Agreement, (ii) require prior written notice of at least thirty (30) days, (iii) be conducted during regular business hours, (iv) not unreasonably interfere with Revenera’s business activities, (v) be conducted no more than once per year, (vi) not be related to security or privacy, which are covered separately under this Agreement or the DPA; and (vii) only cover the immediately preceding two (2) years.
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Audit by Customer. UKG shall demonstrate appropriate technical and organizational measures to Customer throughout the term. Customer may exercise such audit right either personally or by appointing a third party that is bound by appropriate obligations of confidentiality and acceptable to UKG. Customer may exercise such audit right on an annual basis with reasonable notice. Any such audits shall be limited to a robust customer due diligence package consisting of details on UKG’ information security/risk practices, examination of the results of the annual AICPA SSAE 18 SOC 1 and SOC 2 Type II audits conducted by an independent third party, executive summaries of the annual penetration test results or verification of such testing through the SOC 2 report, and reasonable access to knowledgeable personnel to discuss the controls in place, including a meeting at UKG corporate headquarters. In the event Customer requests support or information beyond the content described above, then, upon customer’s audit request, the Parties will mutually agree on the terms of the audit plan, which shall include details regarding the scope, duration, fees, and scheduling of the audit. In no event shall Customer or its designees be permitted to access UKG systems, network servers, scan summaries or activities logs.
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Audit by Customer. Customer will, (i) be provided quarterly access to information generated by Microsoft’s regular monitoring of security, privacy, and operational controls in place to afford you an ongoing view into the effectiveness of such controls, (ii) be provided a report mapping compliance of the IRS 1075 Covered Services with NIST 800-53 or successor controls, (iii) upon request, be afforded the opportunity to communicate with Microsoft’s subject matter experts for clarification of the reports identified above, and (iv) upon request, and at Customer’s expense, be permitted to communicate with Microsoft’s independent third party auditors involved in the preparation of audit reports. Notwithstanding anything to the contrary in Attachment 1, Customer will use this information above to satisfy any inspection requirements under IRS Publication 1075 and agrees that the audit rights described in this section are the sole rights to be provided in full satisfaction of any audit that may otherwise be requested by the IRS or the Customer. Notwithstanding anything to the contrary in Attachment 1, Microsoft will not grant any inspection rights to the IRS or access to Microsoft data centers or other facilities that may cause Microsoft to be non-compliant with its contractual obligations under FedRAMP, ISO 27001/27018, other US Government security related operations, or its internal security policies.
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Audit by Customer. Once each Contract Year during the term of this Agreement, upon 30 days’ written notice to Epiq Scripts, Customer may conduct an audit of Epiq Scripts’ records necessary to support its charges to Customer, provided that the audit shall (1) not unreasonably disturb Epiq Scripts’ business operations, and (2) be limited to an audit period of two years prior to the audit date. If Customer uses a third party to conduct the audit, (1) Epiq Scripts shall have the right to approve the third-party auditor, which approval shall not be unreasonably withheld, conditioned or delayed, and (2) Customer shall cause the third party auditor to sign a confidentiality agreement under terms and conditions which protect Epiq Scripts’ Proprietary Information to the same or greater degree as Customer is required to protect the information by this Agreement, and a Health Insurance Portability and Accountability Act of 1996 (HIPAA)-compliant business associate agreement. “Contract Year” shall mean each twelve (12) month period beginning on September 1, 2022 and continuing each twelve (12) month period thereafter until the end of the Term (provided that in the event the Term ends prior to the end of the last twelve (12) month period, such last Contract Year shall be the pro rata portion of the last twelve (12) month period.
Sample 1
Audit by Customer. Customer (or its third party independent auditors) may audit Temporal's compliance with the security measures set out in the Temporal Security Policy and Privacy Guidelines. Any such audit: (i) will be subject to Customer giving reasonable prior written notice to Temporal, and not conducted more than once per calendar year; (ii) will be performed at Customer's sole expense; and (iii) will be carried out by Customer in such a way as to mitigate any disruption to Temporal's business.
Sample 1
Audit by Customer. Customer (or its third-party independent auditors) may audit Brightidea’s compliance with the security measures set out in Attachment A - Technical and Organizational Data Security Measures. Any such audit: (i) will be subject to Customer giving reasonable prior written notice to Brightidea;
Sample 1
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Audit by Customer. Customer may audit Flexera for the purpose of verifying Flexera’s compliance with the terms of thisAgreement. Audits performed subject to this Section will (i) only be performed during the term of this Agreement, (ii) require prior written notice of at least thirty (30) days, (iii) be conducted remotely and during regular business hours, (iv) not unreasonably interfere with Flexera’s business activities, (v) be conducted no more than once per year, (vi) not be related to security or privacy, which are covered separately under this Agreement or the DPA; and (vii) only cover the immediately preceding two (2) years.
Sample 1

Related to Audit by Customer

  • By Customer To the extent permitted by applicable law, Customer will defend Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or non- Microsoft software hosted in an Online Service by Microsoft on Customer’s behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product or Fix, alone or in combination with anything else, violates the law or xxxxx a third party.

  • Termination by Customer Without prejudice to any rights or remedies of the Customer, the Customer may, by at least seven (7) days’ notice in writing to Deswik, terminate this Agreement if:

  • Indemnification by Customer Customer shall indemnify, defend and hold harmless MSIL and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims or lawsuits) actually and reasonably incurred arising from any act, omission, conduct, or activity undertaken by MSIL on behalf of Customer, including, without limitation, any demands, claims or lawsuits initiated by a limited partner (or assignee thereof); provided that (i) MSIL has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct or activity that was the basis for such loss, liability, damage, cost or expense was not the result of misconduct or negligence. Notwithstanding the foregoing, no indemnification of MSIL or its affiliates by Customer shall be permitted for any losses, liabilities or expenses arising from or out of any alleged violation of federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided with regard to such court approval, the indemnitee must apprise the court of the position of the SEC and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim that they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a limited partner in the right of Customer to which MSIL or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in the Delaware Revised Uniform Limited Partnership Act, as amended, and this Section 2. The Customer shall make advances to MSIL or its affiliates hereunder only if: (i) the demand, claim lawsuit or legal action relates to the performance of duties or services by such persons to Customer; (ii) such demand, claim lawsuit or legal action is not initiated by a limited partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder.

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