ORGANIZATIONAL CONTROLS, INPUT/OUTPUT CONTROLS, SYSTEM MODIFICATION CONTROLS,
PROCESSING CONTROLS, SYSTEM DESIGN CONTROLS, AND ACCESS CONTROLS), (IX) EXAMINE
PROVIDER'S COMPLIANCE WITH ITS OBLIGATIONS UNDER THE AGREEMENT, INCLUDING THOSE
RELATING TO SECURITY, DISASTER RECOVERY AND BACK-UP PRACTICES AND PROCEDURES,
(X) VERIFY PROVIDER'S REPORTED PERFORMANCE AGAINST THE APPLICABLE SERVICE
LEVELS, (XI) EXAMINE PROVIDER'S MEASUREMENT, MONITORING AND MANAGEMENT TOOLS
UTILIZED BY PROVIDER IN THE PERFORMANCE OF THE SERVICES, AND (XII) ENABLE IDEARC
AND THE MEMBERS OF THE IDEARC GROUP TO MEET APPLICABLE LEGAL, REGULATORY AND
CONTRACTUAL REQUIREMENTS.
(C)
REGULATORY AUDIT.
IDEARC AND THE MEMBERS OF THE IDEARC GROUP ARE
SUBJECT TO REGULATION BY SELF-REGULATORY ORGANIZATIONS TO WHICH THEY BELONG,
GOVERNMENTAL BODIES AND OTHER REGULATORY AUTHORITIES UNDER APPLICABLE LAWS,
RULES, REGULATIONS AND CONTRACT PROVISIONS.
IF SUCH A SELF-REGULATORY
ORGANIZATION, GOVERNMENTAL BODY OR REGULATORY AUTHORITY EXERCISES ITS RIGHT TO
EXAMINE OR AUDIT IDEARC'S OR AN IDEARC GROUP MEMBER'S BOOKS, RECORDS, DOCUMENTS
OR ACCOUNTING PRACTICES AND PROCEDURES PURSUANT TO SUCH LAWS, RULES, REGULATIONS
OR CONTRACT PROVISIONS, PROVIDER SHALL PROVIDE SUCH COOPERATION AND ASSISTANCE
AS MAY BE REASONABLY REQUESTED BY IDEARC IN RESPONDING TO SUCH AUDITS OR
REQUESTS FOR INFORMATION.
(D)
RESERVED.
(E)
GENERAL PROCEDURES.
(I)
PROVIDER SHALL PROVIDE SUCH COOPERATION AND ASSISTANCE AS MAY BE
REASONABLY REQUESTED BY IDEARC OR ITS DESIGNEE IN CONDUCTING ANY AUDIT AND SHALL
MAKE REQUESTED PERSONNEL, RECORDS AND INFORMATION AVAILABLE DURING THE TERM AND
THEREAFTER, DURING THE PERIOD SPECIFIED IN IDEARC'S RECORDS RETENTION POLICY AS
SET FORTH IN THE POLICIES AND PROCEDURES MANUAL OR OTHERWISE PREVIOUSLY
COMMUNICATED (IN WRITING OR ELECTRONICALLY) TO PROVIDER.
(II)
NOTWITHSTANDING ANY PROVISION OF THIS SECTION 14.1 TO THE
CONTRARY (OTHER THAN REQUIRED PARAGRAPH (D)), IDEARC AND ITS INTERNAL AND
EXTERNAL AUDITORS, INSPECTORS, REGULATORS AND OTHER REPRESENTATIVES SHALL NOT BE
GIVEN ACCESS TO (A) THE PROPRIETARY INFORMATION OF OTHER PROVIDER CUSTOMERS,
(B) PROVIDER LOCATIONS THAT ARE NOT RELATED TO IDEARC, IDEARC CONFIDENTIAL
INFORMATION, IDEARC DATA, OR THE SERVICES, OR (C) PROVIDER'S INTERNAL COSTS,
EXCEPT AS TO THE EXTENT SUCH COSTS ARE THE BASIS UPON WHICH IDEARC IS CHARGED
(E.G., COST-PLUS PRICING).
64
(III)
IN PERFORMING ANY AUDITS, IDEARC SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO AVOID UNNECESSARY DISRUPTION OF PROVIDER'S OPERATIONS AND
UNNECESSARY INTERFERENCE WITH PROVIDER'S ABILITY TO PERFORM THE SERVICES IN
ACCORDANCE WITH THE SERVICE LEVELS.
(IV)
FOLLOWING ANY AUDIT, IDEARC SHALL CONDUCT (IN THE CASE OF AN
INTERNAL AUDIT), OR REQUEST ITS EXTERNAL AUDITORS OR EXAMINERS TO CONDUCT, AN
EXIT CONFERENCE WITH PROVIDER TO OBTAIN FACTUAL CONCURRENCE WITH ISSUES
IDENTIFIED IN THE REVIEW.
(V)
PROVIDER SHALL PROVIDE TO IDEARC (AND ITS DESIGNEES) REASONABLE
PRIVATE WORKSPACE IN WHICH TO PERFORM AN AUDIT, PLUS ACCESS TO PHOTOCOPIERS,
TELEPHONES, FACSIMILE MACHINES, COMPUTER HOOK-UPS, AND ANY OTHER FACILITIES OR
EQUIPMENT REASONABLY REQUESTED FOR THE PERFORMANCE OF THE AUDIT.
(VI)
PROVIDER ACKNOWLEDGES THAT IDEARC MAY ENGAGE IN UNANNOUNCED
PHYSICAL OR ELECTRONIC AUDITS, INSPECTIONS AND VISITATIONS OF PROVIDER SERVICE
LOCATIONS TO MONITOR COMPLIANCE WITH APPLICABLE LAWS OR IF IDEARC DETERMINES IN
GOOD FAITH THAT PROVIDER IS NOT PERFORMING IN COMPLIANCE WITH THE AGREEMENT.
(F)
PROVIDER INTERNAL AUDIT.
PROMPTLY FOLLOWING PROVIDER'S
CONCLUSION OF