ANY INTERNAL AUDIT OR SIMILAR REVIEW REGARDING THE SERVICES
(INCLUDING PROVIDER'S INTERNAL CONTROL STRUCTURE, PROVIDER'S FINANCIAL AND
ACCOUNTING CONTROLS, ORGANIZATIONAL CONTROLS, INPUT/OUTPUT CONTROLS, SYSTEM
MODIFICATION CONTROLS, PROCESSING CONTROLS, SYSTEM DESIGN CONTROLS, AND ACCESS
CONTROLS), PROVIDER SHALL PROVIDE IDEARC WITH COPIES OF THOSE PORTIONS OF THE
AUDIT REPORT RELEVANT THERETO.
(G)
AUDIT RESPONSE.
PROVIDER AND IDEARC SHALL MEET TO REVIEW EACH
AUDIT REPORT PROMPTLY AFTER THE ISSUANCE THEREOF.
PROVIDER SHALL RESPOND TO
EACH AUDIT REPORT IN WRITING WITHIN THE REQUIRED RESPONSE TIME SPECIFIED IN SUCH
REPORT, BUT IN ANY EVENT WITHIN 30 DAYS AFTER RECEIPT OF SUCH REPORT.
PROVIDER
AND IDEARC SHALL DEVELOP AND AGREE UPON AN ACTION PLAN TO PROMPTLY ADDRESS AND
RESOLVE ANY DEFICIENCIES, CONCERNS OR RECOMMENDATIONS IN SUCH AUDIT REPORT AND
PROVIDER, AT ITS OWN EXPENSE, SHALL UNDERTAKE REMEDIAL ACTION IN ACCORDANCE WITH
SUCH ACTION PLAN AND THE DATES SPECIFIED THEREIN TO THE EXTENT NECESSARY TO
COMPLY WITH PROVIDER'S OBLIGATIONS UNDER THE AGREEMENT.
(H)
PROVIDER NONCOMPLIANCE.
IF AN AUDIT BY A GOVERNMENTAL BODY OR
REGULATORY AUTHORITY (INCLUDING A SELF-REGULATORY ORGANIZATION TO WHICH IDEARC
OR A MEMBER OF THE IDEARC GROUP BELONGS) HAVING JURISDICTION OVER IDEARC, A
MEMBER OF THE IDEARC GROUP OR PROVIDER RESULTS IN A FINDING THAT PROVIDER IS NOT
IN COMPLIANCE WITH GAAP OR OTHER AUDIT REQUIREMENT OR ANY RULE, REGULATION OR,
SUBJECT TO SECTION 9.11, ANY LAW RELATING TO THE PERFORMANCE OF ANY OF ITS
OBLIGATIONS UNDER THE AGREEMENT, PROVIDER SHALL, AT ITS OWN EXPENSE AND WITHIN
THE TIME PERIOD SPECIFIED BY SUCH AUDITOR, ADDRESS AND RESOLVE THE DEFICIENCIES
IDENTIFIED BY SUCH
65
GOVERNMENTAL BODY OR REGULATORY AUTHORITY TO THE EXTENT NECESSARY TO COMPLY WITH
PROVIDER'S OBLIGATIONS UNDER THE AGREEMENT.
(I)
AUDIT COSTS.
EXCEPT AS OTHERWISE PROVIDED IN THIS PARAGRAPH,
EACH PARTY WILL BE RESPONSIBLE FOR ITS OWN COSTS ASSOCIATED WITH ANY AUDIT
ACTIVITY PURSUANT TO THIS SECTION 14.1.
IF ANY AUDIT REVEALS AN OVERCHARGE BY
PROVIDER, PROVIDER SHALL PROMPTLY PAY TO IDEARC THE AMOUNT OF SUCH OVERCHARGE,
TOGETHER WITH INTEREST FROM THE DATE OF PROVIDER'S RECEIPT OF SUCH OVERCHARGE AT
THE AT THE RATE OF 1% PER MONTH.
IF AN AUDIT REVEALS EITHER (I) AN OVERCHARGE
OF MORE THAN 5% OR (II) THAT PROVIDER FAILED TO REPORT ANY MATTER TO IDEARC
THAT, PURSUANT TO THE AGREEMENT, IT WAS OBLIGATED TO REPORT, THAT WILL RESULT IN
ANY FINE OR OTHER PENALTY OR THAT WILL OTHERWISE REQUIRE REMEDIATION, THEN
PROVIDER SHALL PROMPTLY REIMBURSE IDEARC FOR THE ACTUAL COST OF SUCH AUDIT
(INCLUDING NON-CONTINGENT AUDITORS' FEES AND EXPENSES) AND ANY DAMAGES, FEES,
FINES, OR PENALTIES ASSESSED AGAINST OR INCURRED BY IDEARC AS A RESULT THEREOF.
14.2.
SAS 70 Reviews.
Upon Idearc's request from time to time, Provider
shall provide to Idearc a copy of all reports prepared by or on behalf of
Provider, over the previous 18-month period, regarding Provider's
enterprise-wide financial or operational controls or risk management practices
to the extent related to Idearc, the members of the Idearc Group or the
Services.
In addition, Provider annually shall engage an independent auditor of
nationally recognized