Commonwealth Audit Rights Sample Clauses

Commonwealth Audit Rights. ‌ At any time during the Audit Period, VITA and the other Customers (and internal and external auditors, inspectors, regulators and other representatives that VITA or any Customers may designate from time to time, including the Virginia Auditor of Public Accounts, Office of Planning and Budget, any Governmental Authority(ies), governmental entities, customers, vendors, licensees, and other third parties) (collectively, “VITA Auditors”), may audit Systems, facilities, processes, and books and records of the Supplier (including audits of the Supplier’s legal compliance and the Supplier’s Security Program) and of the Supplier’s Subcontractors in connection with all matters related to this Agreement. The Supplier may require that third party VITA Auditors (other than Commonwealth entities) enter into a confidentiality agreement with the Supplier prior to conducting such audits, provided that such confidentiality agreement will be reasonable and have confidentiality terms no more stringent than the confidentiality terms set forth in this Agreement. Such audits and inspections may be used at VITA’s option to, among other things: (a) determine the accuracy of invoiced Charges, (b) verify the integrity of VITA Data, (c) examine the systems that process, store, support and transmit that data (including system capacity, performance and utilization), (d) examine internal controls (e.g. financial controls, human resources controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls and access controls) and the security, Disaster Recovery and back-up practices and procedures, (e) examine the Supplier's performance of the Services, (f) verify the Supplier's reported performance against the applicable Service Levels, (g) examine the Supplier's measurement, monitoring and management tools, (h) enable VITA and the other Customers to meet applicable legal, regulatory and contractual requirements, and (i) otherwise verify compliance with the Supplier’s obligations under this Agreement. The Supplier will (i) provide any assistance reasonably requested by VITA Auditors in conducting any such audit, including installing and operating audit software, (ii) make requested Supplier Personnel, records and information available to VITA Auditors, (iii) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of any such audit and (iv) if ...