DAYS PRIOR NOTICE TO FUTURA, BE ENTITLED TO RETAIN AN
ACCOUNTING FIRM TO AUDIT THE CALL AND SOW STATISTICS RELATING TO WORK PERFORMED
BY FUTURA TO CLIENT FOR THE PURPOSE OF CONFIRMING THE PERFORMANCE OF THE
OBLIGATIONS HEREUNDER AND ACCURACY OF FEES HEREUNDER.
SUCH ACCOUNTING FIRM
SHALL EXECUTE A NONDISCLOSURE AGREEMENT PRIOR TO ANY SUCH AUDIT.
ANY SUCH AUDIT
SHALL BE PERFORMED AT CLIENT'S EXPENSE DURING NORMAL BUSINESS HOURS.
4.
OBLIGATIONS OF THE PARTIES
4.1
CLIENT'S PERSONNEL COMMITMENT.
CLIENT WILL ENSURE THAT ALL CLIENT
PERSONNEL WHO MAY BE NECESSARY OR APPROPRIATE FOR THE SUCCESSFUL DELIVERY OF THE
SERVICES WILL, ON REASONABLE NOTICE: (A) BE AVAILABLE TO ASSIST FUTURA'S
PERSONNEL BY ANSWERING BUSINESS, TECHNICAL AND OPERATIONAL QUESTIONS AND
PROVIDING REQUESTED DOCUMENTS, GUIDELINES AND PROCEDURES IN A TIMELY MANNER;
(B) PARTICIPATE IN PROGRESS AND OTHER SERVICE-RELATED MEETINGS; AND (C) BE
AVAILABLE TO ASSIST FUTURA WITH ANY OTHER ACTIVITIES OR TASKS REASONABLY
REQUIRED TO COMPLETE THE SERVICES IN ACCORDANCE WITH THIS AGREEMENT.
4.2
VISA/WORK PERMITS.
IN THE EVENT IT IS NECESSARY FOR FUTURA TO OBTAIN VISAS
OR WORK PERMITS FOR FUTURA PERSONNEL, CLIENT WILL COOPERATE WITH FUTURA BY
TAKING REASONABLY NECESSARY ACTIONS TO FACILITATE FUTURA'S EFFORTS, INCLUDING
PROVIDING DOCUMENTATION INDICATING THE NATURE AND LOCATION OF THE WORK TO BE
PERFORMED, THE NECESSITY OF THE WORK TO BE PERFORMED, AND OTHER DOCUMENTATION AS
MAY BE REASONABLY REQUIRED AND RELATED TO THIS AGREEMENT, AND POSTING SUCH
NOTICES AS MAY BE LEGALLY REQUIRED.
COSTS FOR OBTAINING SUCH VISAS OR WORK
PERMITS FOR ITS PERSONNEL SHALL BE THE RESPONSIBILITY OF FUTURA.
4.3
EXPORT CONTROL.
THE TERM "TECHNICAL DATA" USED IN THIS SECTION IS DEFINED
IN THE UNITED STATES EXPORT ADMINISTRATION REGULATIONS ("REGULATIONS").
THE
PARTIES ACKNOWLEDGE THAT TO THE EXTENT ANY TECHNICAL DATA PROVIDED UNDER THIS
AGREEMENT ARE SUBJECT TO US EXPORT LAWS AND REGULATIONS.
NEITHER PARTY SHALL
USE, DISTRIBUTE, TRANSFER, OR TRANSMIT TECHNICAL DATA PROVIDED BY THE OTHER
PARTY UNDER THIS AGREEMENT EXCEPT IN COMPLIANCE WITH US EXPORT LAWS AND
REGULATIONS.
EACH PARTY SHALL COMPLY WITH THE FOREIGN CORRUPT PRACTICES ACT, AS
AMENDED, AND THE RULES AND REGULATIONS THEREUNDER.
TO THE EXTENT THAT ANY OF
THE SERVICES CANNOT BE
5
PERFORMED OR PROVIDED WITHOUT VIOLATION OF ANY LAW, REGULATION, OR OTHER
CONTROL, THEN FUTURA SHALL NOT BE OBLIGATED TO PROVIDE THE SAME AND THE
APPLICABLE SOW SHALL BE AMENDED ACCORDINGLY.
4.4
COMPLIANCE.
FUTURA SHALL COMPLY WITH CLIENT'S INTERNAL FACILITY AND
INFORMATION TECHNOLOGY SYSTEM ACCESS AND SECURITY POLICIES AND PROCEDURES AND
WILL ENSURE THAT ALL INDIVIDUALS PROVIDING SERVICES ON BEHALF OF FUTURA AGREE TO
BE BOUND BY AND COMPLY WITH ALL SUCH POLICIES AND PROCEDURES.
FUTURA SHALL
PROVIDE REASONABLE ASSISTANCE TO CLIENT IN COMPLYING WITH ITS OBLIGATIONS UNDER
APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO SARBANES-OXLEY ACT OF 2002 ("SOX")
AND HEALTH INSURANCE PORTABILITY & ACCOUNTABILITY ACT OF 1996 ("HIPAA") TO THE
EXTENT REQUIRED AS A RESULT OF THE ACTIVITIES CONTEMPLATED HEREUNDER.
5.
CONFIDENTIAL INFORMATION
5.1
ADVERTISEMENT.
SUBJECT TO THE APPROVAL OF THE CHIEF EXECUTIVE OFFICER OF
INFOLOGIX, WITH SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD, AND