system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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other information technology services for itself, and on behalf of its customers. B. M&I, through its divisions, subsidiaries and Affiliates, is a provider of data processing, systems development and operations, corporate support and item processing, home banking, internet banking, retail delivery services, trust data processing, and other services. M&I desires to perform for Customer the outsourcing services described in this Agreement. C. In reliance on its own independent analysis, and after careful evaluation of M&I's proposal and other alternatives, Customer has selected M&I to provide the Services (as defined in Section 1.2) to Customer. This Agreement documents the terms and conditions under which Customer agrees to purchase and M&I agrees to provide the Services. 1.2 Definitions. The following terms shall have the meaning ascribed to them in this Section 1.2: A. "Affiliate" shall mean, with respect to a party, any entity at any time Controlling, Controlled by or under common Control with, such party. B. "Bank" shall mean each of the subsidiary financial institutions of Customer. C. "Change in Control" shall mean any event or series of events by which (i) any person or entity or group of persons or entities shall acquire Control of another person or entity or (ii) in the case of a corporation, during any period of 12 consecutive months commencing before or after the date hereof, individuals who at the beginning of such 12-month period were directors of such corporation shall cease for any reason to constitute a majority of the board of directors of such corporation. D. "Commencement Date" shall mean the date on which Conversion for all Banks has been completed. The parties anticipate the Commencement Date to be November 16, 1998. E. "Contract Year" shall mean a period commencing on the first day of the month in which the Commencement Date occurs (and each anniversary thereof) and terminating on the last date of the month occurring one (1) year thereafter. F. "Control" shall mean the direct or indirect ownership of over 50% of the capital stock (or other ownership interest, if not a corporation) of any entity or the possession, directly or indirectly, of the power to direct the management and policies of such entity by ownership of voting securities, by contract or otherwise. "Controlling" shall mean having Control of any entity and "Controlled" shall mean being the subject of Control by another entity. G. "Conversion" shall mean (i) the migration of Customer's data processing and other information technology services to the M&I system; (ii) completion of upgrades of other software modifications as set forth in this Agreement; and (iii) completion of all interfaces set forth in this Agreement and full integration thereof such that Customer is able to receive the Services in accordance with the criteria set forth in the Conversion Plan (as defined in Section 4.2 below). H. "Conversion Date" for a particular Bank shall mean the date on which M&I has completed the Conversion for the processing of the Services. I. "Conversion Period" for a particular Bank shall mean that portion of the Term beginning on the Effective Date and ending on the Conversion Date. J. "Core Services" shall mean services provided by M&I's Deposit System, Loan System and Customer Information System. K. "Damages" shall mean all direct, actual and verifiable losses, liabilities, damages and claims and related costs and expenses (including reasonable attorneys' fees and court costs, costs of investigation, litigation, settlement, judgment, interest and penalties) but excluding any and all consequential, incidental, punitive and exemplary damages. L. "Effective Date" shall mean February 16, 1998. M. "Effective Date of Termination" shall mean the last day on which M&I provides the Services to Customer (excluding any Termination Assistance) following delivery of a notice of termination. N. "Estimated Remaining Value" shall mean the number of calendar months remaining between the Effective Date of Termination and the last day of the Term, multiplied by the greater of (a) the Monthly Base Fee (as defined in Section 8.1 below) plus any other minimum monthly fee set forth in the Fee Schedule; and (b) the average monthly Fees payable by Customer during the three-month period prior to the event giving rise to termination rights under this Agreement. O. "Expenses" shall mean any and all direct, pass through expenses incurred by M&I for any equipment, personnel, postage, supplies, materials, travel, lodging or services of any kind provided to or for Customer under this Agreement; provided that Customer shall not be charged travel and living expenses for M&I employees traveling to and from any site
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Extract the exact clause related to "Audit Rights" from the excerpt above.