AND THE LOWEST POSSIBLE TRANSFER, LICENSE, RELICENSE,
ASSIGNMENT OR TERMINATION FEES FOR SUCH PROVIDER THIRD-PARTY MATERIALS.
PROVIDER SHALL NOT COMMIT IDEARC TO PAYING ANY SUCH FEES OR EXPENSES WITHOUT
OBTAINING IDEARC'S PRIOR WRITTEN CONSENT.
IF THE LICENSOR OFFERS MORE THAN ONE
FORM OF LICENSE, IDEARC (NOT PROVIDER) SHALL SELECT THE FORM OF LICENSE TO BE
RECEIVED BY IDEARC.
(IV)
IN ANY EVENT, IDEARC OR ITS DESIGNEE SHALL BE OBLIGATED TO MAKE
PAYMENTS ATTRIBUTABLE TO THE LICENSES, SUBLICENSES OR OTHER RIGHTS RECEIVED BY
IDEARC OR ITS DESIGNEE FOR PERIODS FOLLOWING THE LATER OF THE EXPIRATION OR
TERMINATION OF THE AGREEMENT OR THE CONCLUSION OF TERMINATION ASSISTANCE
SERVICES WITH RESPECT TO THE SERVICES FOR WHICH SUCH PROVIDER THIRD-PARTY
MATERIALS WERE USED FOR THE RIGHT TO RECEIVE MAINTENANCE OR SUPPORT RELATED
THERETO, BUT ONLY TO THE EXTENT PROVIDER WOULD HAVE BEEN OBLIGATED TO MAKE SUCH
PAYMENTS IF IT HAD CONTINUED TO HOLD THE LICENSES OR SUBLICENSES IN QUESTION OR
IDEARC HAS AGREED IN ADVANCE TO MAKE SUCH PAYMENTS.
ARTICLE XIV
AUDIT RIGHTS
14.1.
AUDIT RIGHTS.
(A)
CONTRACT RECORDS.
PROVIDER SHALL MAINTAIN REASONABLY COMPLETE AND
ACCURATE RECORDS OF AND SUPPORTING DOCUMENTATION FOR ALL CHARGES, ALL IDEARC
DATA IN ITS POSSESSION AND ALL OTHER DATA AND/OR INFORMATION CREATED, GENERATED,
COLLECTED, PROCESSED OR STORED BY PROVIDER IN ITS PERFORMANCE UNDER THE
AGREEMENT ("CONTRACT RECORDS").
PROVIDER SHALL RETAIN CONTRACT RECORDS IN
ACCORDANCE WITH IDEARC'S RECORD RETENTION POLICY AS IT MAY BE MODIFIED FROM TIME
TO TIME AND PROVIDED TO PROVIDER POLICIES AS SET FORTH IN THE POLICIES AND
PROCEDURES MANUAL OR OTHERWISE PREVIOUSLY COMMUNICATED (IN WRITING OR
ELECTRONICALLY) TO PROVIDER.
(B)
FINANCIAL AND OPERATIONAL AUDITS.
PROVIDER SHALL, AND SHALL CAUSE
ITS SUBCONTRACTORS TO, PROVIDE TO IDEARC (AND INTERNAL AND EXTERNAL AUDITORS,
INSPECTORS, REGULATORS AND OTHER REPRESENTATIVES THAT IDEARC MAY DESIGNATE FROM
TIME TO TIME, INCLUDING CUSTOMERS, VENDORS, LICENSEES AND OTHER THIRD PARTIES TO
THE EXTENT IDEARC OR MEMBERS OF THE IDEARC GROUP ARE LEGALLY OR CONTRACTUALLY
OBLIGATED TO SUBMIT TO AUDITS BY SUCH ENTITIES, BUT IN ALL CASES, WHO ARE
NEITHER COMPETITORS OF PROVIDER OR ENGAGED ON A CONTINGENT FEE BASIS) ACCESS AT
REASONABLE HOURS TO PROVIDER PERSONNEL, TO THE SERVICE LOCATIONS AND TO CONTRACT
RECORDS AND OTHER PERTINENT INFORMATION, ALL TO THE EXTENT RELEVANT TO
PROVIDER'S PERFORMANCE UNDER THE AGREEMENT.
SUCH ACCESS SHALL BE PROVIDED FOR
THE PURPOSE OF PERFORMING AUDITS AND INSPECTIONS TO, AMONG OTHER THINGS,
(I) VERIFY THE ACCURACY AND COMPLETENESS OF CONTRACT RECORDS, (II) VERIFY THE
ACCURACY AND COMPLETENESS OF CHARGES AND THE PASS-THROUGH EXPENSES,
(III) EXAMINE THE FINANCIAL CONTROLS, PROCESSES AND PROCEDURES UTILIZED BY
PROVIDER IN THE PERFORMANCE OF THE SERVICES, (IV) EXAMINE PROVIDER'S PERFORMANCE
OF ANY OF ITS OTHER FINANCIAL AND ACCOUNTING OBLIGATIONS,
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(V) VERIFY THE INTEGRITY OF IDEARC DATA (AND WHETHER ANY SECURITY BREACHES HAVE
OCCURRED WITH RESPECT THERETO), (VI) EXAMINE THE SYSTEMS THAT PROCESS, STORE,
SUPPORT AND TRANSMIT SUCH DATA, (VII) EXAMINE THE PROVIDER SERVICE LOCATIONS,
(VIII) EXAMINE PROVIDER'S COMPLIANCE WITH INTERNAL CONTROLS UTILIZED BY PROVIDER
IN THE PERFORMANCE OF THE SERVICES (E.G., FINANCIAL AND ACCOUNTING CONTROLS,