WITHOUT LIMITATION, PROVIDING
INTENTIA WITH ACCESS TO ALL PROJECT RELATED RECORDS, WORK IN PROGRESS,
PERSONNEL, DOCUMENTS AND OTHER MATERIALS, PERTAINING TO INTENTIA ENGAGEMENT AS
REASONABLY REQUESTED BY INTENTIA. INTENTIA MAY PERFORM SUCH REVIEWS DURING
SUPPLIER'S NORMAL BUSINESS HOURS BY PROVIDING SUPPLIER WITH REASONABLE ADVANCE
NOTICE.
IN PERFORMING SUCH REVIEWS, INTENTIA WILL NOT UNDULY INTERFERE WITH THE
OPERATION OF SUPPLIER'S BUSINESS ACTIVITIES, AND INTENTIA WILL COMPLY WITH
SUPPLIER'S REASONABLE SAFETY AND SECURITY POLICIES AND PROCEDURES.
INTENTIA MAY
DESIGNATE A THIRD PARTY TO CONDUCT SUCH REVIEW ON ITS BEHALF OR IN CONJUNCTION
WITH INTENTIA'S REVIEW.
SUCH REVIEW WILL BE AT INTENTIA'S EXPENSE AND ANY THIRD
PARTY INVOLVED IN THE REVIEW WILL BE UNDER NDA WITH INTENTIA, AND WILL BE BOUND
IN WRITING BY THE SAME CONFIDENTIAL INFORMATION NON-DISCLOSURE PROVISIONS
PROTECTION THE SUPPLIER'S CONFIDENTIAL INFORMATION AS INTENTIA IS BOUND TO.
13.3
THE SUPPLIER SHALL MAINTAIN A COMPLETE AUDIT TRAIL OF ALL ACCOUNTING
AND INVOICING TRANSACTIONS RESULTING FROM THE AGREEMENT. THE SUPPLIER'S
ACCOUNTING- AND INVOICING SYSTEM SHOULD BE ABLE TO PROVIDE THE SUPPLIER WITH ALL
SUCH TRANSACTIONS CONCERNING INTENTIA. THE SUPPLIER WILL DOCUMENT AND ADMINISTER
FILES WITH PROTOCOLS REGARDING DECISIONS, CHANGES ETC. CONCERNING THE SERVICES.
13.4
INTENTIA ALSO HAS THE RIGHT TO INSPECT AND AUDIT OF THE SUPPLIERS'
BUSINESS RELATED TO THE AGREEMENT WITH REGARD TO SECURITY, QUALITY, LOCAL
REGULATORY COMPLIANCE AND THE PERFORMANCE OF THE SERVICES AT THE FACILITIES FROM
WHICH THE SERVICES ARE PROVIDED. SUCH AUDIT MAY BE PERFORMED BY INTENTIA ITSELF
OR AN OUTSIDE CONTRACTOR
13.5
THE SUPPLIER WILL PROVIDE INTENTIA WITH REASONABLE ACCESS TO ITS
FACILITIES, AUDIT REPORTS, FINANCIAL DATA REPOSITORIES, WORK IN PROGRESS,
DOCUMENTS, MATERIALS AND PERSONNEL FOR THE PURPOSE OF PERFORMING THE AUDITS
DESCRIBED IN THIS SECTION 13.
13.6
THE SUPPLIER WILL ALSO ASSIST INTENTIA IN PROVIDING INTENTIA'S
EXTERNAL AND INTERNAL AUDITORS WITH REASONABLY REQUESTED AND/OR REQUIRED
INFORMATION TO THE EXTENT IN SUPPLIER'S POSSESSION SO THAT THEY MAY PERFORM
THEIR ANNUAL GENERAL CONTROL REVIEW AND FINANCIAL AUDIT.
9
13.7
If the Supplier is using subcontractors (such as Symphony-India and
Symphony-Pune) in accordance with this Agreement, the Supplier shall ensure that
Intentia may conduct such audits as set forth in this Section 13 of such
subcontractor.
14.
PRICING AND STAFFING RATE CATEGORIES
14.1
FOR THE SERVICES PROVIDED BY THE SUPPLIER, INTENTIA SHALL PAY
COMPENSATION AS IS SET FORTH IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
SECTION 8 ABOVE. ALL OBLIGATIONS ACCORDING TO THIS AGREEMENT SHALL BE INCLUDED
IN THE COMPENSATION FOR THE RESOURCES AND SERVICES AS SET FORTH IN EXHIBITS A1
AND A2 (DEVELOPMENT AND SUPPORT PRICING AND STAFFING RATES CATEGORIES), UNLESS
OTHERWISE EXPLICITLY IS STATED HEREIN.
14.2
ALL RESOURCES WILL BE CATEGORIZED BY SUPPLIER IN ADHERENCE AND IN
ACCORDANCE WITH THE STAFFING RATE CATEGORIES SET FORTH IN EXHIBIT A1 AND A2
(DEVELOPMENT AND SUPPORT PRICING AND STAFFING RATES CATEGORIES).
THE BLENDED
MONTHLY RATE IS BASED ON THE "TEAM COMPOSITION" OUTLINED AT EXHIBIT A1 AND
INCLUDES ALL RESOURCE CATEGORIES 0, 1, 2 AND 3. IN THE EVENT THE TEAM
COMPOSITION VARIES BY MORE THAN *** PERCENT (***%) OVER TWO