SHALL NOT BE RELEASED TO NEXTEL AS A RESULT OF ANY AUDIT.
(C)
ADJUSTING PAYMENT UPON AUDIT.
TO THE EXTENT THAT ANY AUDIT AS
PROVIDED IN THIS SECTION 14.13 DISCLOSES AN OVERPAYMENT OR UNDERPAYMENT, VENDOR
OR NEXTEL, AS THE CASE MAY BE, SHALL PROMPTLY REFUND OR PAY TO THE OTHER, AS THE
CASE MAY BE, THE AMOUNT OF SUCH OVERPAYMENT OR UNDERPAYMENT.
14.13.2.
RECORDKEEPING REQUIREMENTS.
VENDOR SHALL MAINTAIN, AND SHALL
CAUSE EACH OF ITS RELEVANT SUBCONTRACTORS TO MAINTAIN, COMPLETE AND ACCURATE
ACCOUNTING RECORDS IN A FORM IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND COMPLYING IN ALL RESPECTS WITH ALL APPLICABLE LAWS, TO PERMIT
SUBSTANTIATION OF THE CHARGES AND PRICES OF VENDOR AND VENDOR'S SUBCONTRACTORS
HEREUNDER AND TO PERMIT VERIFICATION OF COMPLIANCE BY VENDOR WITH THE TERMS OF
THIS AGREEMENT.
VENDOR SHALL RETAIN, AND SHALL CAUSE EACH OF VENDOR'S RELEVANT
SUBCONTRACTORS TO RETAIN, SUCH RECORDS FOR A PERIOD OF FIVE (5) YEARS FROM THE
DATE TO WHICH EACH SUCH RECORD PERTAINS.
FURTHER, VENDOR SHALL MAINTAIN AND
RETAIN, AND SHALL
***Certain information in this exhibit has been omitted and filed separately
with the commission.
Confidential treatment has been requested with respect to the omitted portions.
41
CAUSE EACH OF ITS RELEVANT SUBCONTRACTORS TO MAINTAIN AND RETAIN, COMPLETE AND
ACCURATE OPERATIONAL RECORDS, INCLUDING BUT NOT LIMITED TO ALL DATA RELATED TO
THE PROVISION OF THE SERVICES, AND COPIES OF ALL VENDOR-GENERATED REPORTS
HEREUNDER FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE TO WHICH EACH SUCH RECORD
OR REPORT PERTAINS.
14.13.3.
OPERATIONAL AUDITS.
(A)
OPERATIONAL AUDIT RIGHTS.
NEXTEL, OR ITS AUTHORIZED
REPRESENTATIVES SHALL HAVE THE RIGHT, AT ANY TIME, UPON REASONABLE NOTICE OF NO
LESS THAN TEN (10) BUSINESS DAYS (EXCEPT THAT NO NOTICE SHALL BE REQUIRED WITH
RESPECT TO A SECURITY AUDIT, INCLUDING AN AUDIT OF VENDOR'S SAFEGUARDING OF
CUSTOMER DATA), TO PERFORM AN OPERATIONAL AUDIT LIMITED IN SCOPE TO VENDOR'S
PERFORMANCE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY OBLIGATION OF
VENDOR RELATED TO SECURITY, DISASTER RECOVERY AND FAIL-OVER PLANNING.
THE
SELECTION OF THE AUTHORIZED REPRESENTATIVE SHALL BE MADE BY NEXTEL, SUBJECT TO
VENDOR'S APPROVAL, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD.
FOR PURPOSES
OF SUCH AUDIT, VENDOR SHALL GRANT NEXTEL OR ITS REPRESENTATIVES ACCESS
APPROPRIATE TO THE SCOPE OF THE AUDIT AT A LOCATION OF VENDOR'S CHOOSING, DURING
NORMAL BUSINESS HOURS AND UPON SAID REASONABLE NOTICE, TO THE RELEVANT PORTION
OF VENDOR'S BOOKS, RECORDS, DOCUMENTS, DATA, OR INFORMATION, AS THEY RELATE TO
THIS AGREEMENT.
VENDOR SHALL PROVIDE NEXTEL, OR ITS AUTHORIZED REPRESENTATIVES,
SUCH INFORMATION AND ASSISTANCE AS REASONABLY REQUESTED IN ADVANCE IN ORDER TO
PERFORM SUCH AUDITS; PROVIDED, HOWEVER, THAT THE PARTIES SHALL ENDEAVOR TO
ARRANGE SUCH ASSISTANCE IN SUCH A WAY THAT IT DOES NOT INTERFERE WITH VENDOR'S
ONGOING BUSINESS AND THE PERFORMANCE OF VENDOR'S DUTIES AND OBLIGATIONS
HEREUNDER.
ANY THIRD PARTIES PERFORMING THIS AUDIT SHALL DO SO ONLY AFTER
VENDOR'S CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD AND ONLY AFTER
EXECUTING NONDISCLOSURE AGREEMENTS REASONABLY SATISFACTORY TO VENDOR.
(B)
RESULTS OF OPERATIONAL AUDIT.
IF