EVENT OF PROVIDER'S FAILURE TO COMPLY WITH THE
PERFORMANCE STANDARDS, PROVIDED, THAT CUSTOMER MAY NOT EXERCISE ANY OF THESE
REMEDIES IF THE FAILURE IN PERFORMANCE IS CAUSED BY INACCURATE OR INCOMPLETE
DATA OR INFORMATION PROVIDED BY CUSTOMER:
REQUIRE TRAINING OF ALL PROVIDER EMPLOYEES INVOLVED IN PERFORMING THE AFFECTED
SERVICES, THE LENGTH AND NATURE OF SUCH TRAINING TO BE MUTUALLY AGREED UPON BY
PROVIDER AND CUSTOMER;
CAUSE THE PROVIDER TO CORRECT ANY DEFICIENT SERVICES AT NO CHARGE OR FEE TO
CUSTOMER; OR
DIRECT PROVIDER TO ASSIGN ADDITIONAL EMPLOYEES TO PERFORM THE SERVICES, WHICH
INSTRUCTION PROVIDER AGREES TO FOLLOW.
5.
RECORD KEEPING AND AUDITS.
A.
GENERALLY.
PROVIDER WILL KEEP APPROPRIATE RECORDS OF TIME AND
COSTS RELATED TO THE SERVICES, AS REQUIRED BY LAW OR AS REASONABLY REQUESTED BY
CUSTOMER.
PROVIDER SHALL MAINTAIN A COMPLETE AUDIT TRAIL FOR ALL FINANCIAL AND
NON-FINANCIAL TRANSACTIONS RESULTING FROM OR ARISING IN CONNECTION WITH THIS
AGREEMENT AND THE PSAS IN SUCH MANNER AS IS REQUIRED UNDER THE GENWORTH RECORDS
MANAGEMENT POLICIES AND INDIAN AND UNITED STATES GAAP.
PROVIDER WILL MAINTAIN
SUCH AUDIT TRAIL FOR SUCH PERIODS OF TIME AS MAY BE SPECIFIED IN THE GENWORTH
RECORDS MANAGEMENT POLICIES OR, IF NO SUCH PERIOD IS SPECIFIED, FOR SUCH PERIOD
AS THE PARTIES MAY AGREE UPON.
PROVIDER SHALL PROVIDE TO CUSTOMER, ITS AUDITORS
(INCLUDING INTERNAL AUDIT STAFF AND EXTERNAL AUDITORS), INSPECTORS, REGULATORS,
CUSTOMERS AND OTHER REPRESENTATIVES AS CUSTOMER MAY FROM TIME TO TIME DESIGNATE
IN WRITING, ACCESS AT ALL REASONABLE TIMES TO ANY FACILITY OR PART OF A FACILITY
AT WHICH EITHER PROVIDER OR ANY OF ITS PERMITTED SUBCONTRACTORS IS PROVIDING THE
SERVICES, TO PROVIDER PERSONNEL, TO PROVIDER'S SYSTEMS, POLICIES AND PROCEDURES
RELATING TO THE SERVICES, AND TO DATA AND RECORDS RELATING TO THE SERVICES FOR
THE PURPOSE OF PERFORMING AUDITS AND INSPECTIONS OF EITHER PROVIDER OR ANY OF
ITS SUBCONTRACTORS WITH RESPECT TO (I) ANY ASPECT OF PROVIDER'S OR SUCH
SUBCONTRACTOR'S PERFORMANCE OF THE SERVICES, (II) COMPLIANCE WITH THE SECURITY
PROCEDURES OR (III) ANY OTHER MATTER RELEVANT TO THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THE DETERMINATION AND CALCULATION OF ALL ELEMENTS OF BASE
COST AND ALL OTHER ELEMENTS OF THE PRICING MECHANISM DESCRIBED IN SECTION 2
HEREOF AND IN EXHIBIT F.
PROVIDER SHALL REASONABLY COOPERATE WITH CUSTOMER IN
THE PERFORMANCE OF THESE AUDITS, INCLUDING INSTALLING AND OPERATING AUDIT
SOFTWARE.
IF CUSTOMER REQUIRES PROVIDER TO CONDUCT ANY SPECIAL AUDIT OTHER THAN
AS PROVIDED IN THIS SECTION 5.A AND IF THE SAME
7
RESULTS IN ANY INCREASED COST TO PROVIDER, PROVIDER SHALL BE ENTITLED TO PASS ON
SUCH EXTRA COSTS TO CUSTOMER THROUGH A SPECIAL INVOICE, BUT ONLY TO THE EXTENT
APPROVED BY CUSTOMER IN ADVANCE.
B.
REPORTS AND CERTIFICATIONS.
PROVIDER SHALL PROVIDE CUSTOMER SUCH
OTHER REPORTS AND CERTIFICATIONS RELATING TO THE SERVICES AS CUSTOMER MAY
REASONABLY REQUEST, INCLUDING ALL REPORTS AND SUB-CERTIFICATIONS NECESSARY FOR
OFFICERS OF CUSTOMER TO MAKE THE CERTIFICATIONS REQUIRED UNDER THE
SARBANES-OXLEY ACT OF 2002 AND ALL RELATED RULES AND REGULATIONS AND ALL RELATED
APPLICABLE STOCK EXCHANGE LISTING REQUIREMENTS.
6.
CUSTOMER COMMITMENTS.
A.
SYSTEM ACCESS.
CUSTOMER