Question: Consider the Outsourcing Agreement between International Business Machines Corporation and Manufacturers' Services Western U.S. Operations, Inc.; What are the audit rights under this contract?
Answer: IBM may perform process audits at MSL's or an MSL Related Company's             Work Center or MSL's subcontractors' facilities to assure that             identified IBM specifications have been complied with. IBM shall             advise MSL [*] Days in advance of the scope and method by which             such audits are to be conducted. MSL will be given the opportunity             to comment upon these procedures prior to the audit taking place.
Upon completion of all audits performed, IBM will provide written             documentation to MSL of the audit results in the form of an audit             report. MSL will be required to respond in writing to IBM on the             completion status of all actions and or requirements identified in             the audit report within [*] Days of receipt of the audit report.
IBM shall have the right at all reasonable times to audit and             inspect the consigned Products.
IBM may regularly monitor, inspect and/or audit any software installation location utilized or planned to be utilized hereunder pursuant to Section 7.0 of the Outsourcing Base Agreement.
IBM shall have the option to monitor, inspect, audit and take other necessary actions in order to comply with IBM's requirements to MS regarding any of MS's Code, or documentation, used hereunder.
MSL's compliance with such processes will be subject to audit by          IBM and/or MS as provided herein in this Attachment 6 and in the          Agreement;
Provide access to MSL's premises during normal business hours (with          prior notice of at least 48 hours) to inspection teams sent on behalf          of MS and/or IBM if MS or IBM has reason to believe that MSL may be in          violation of this Attachment 6, in order that such team may perform an          inspection of the MSL'S procedures to determine compliance with the          terms of this Attachment 6;
Any     audit must be initiated within [*] years after termination or expiration of     this Attachment 6, the Agreement, or of the MS License, whichever occurs     last.
In order to verify statements issued by MSL and Subsidiaries of MSL     and compliance with the terms and conditions of this Attachment 6, IBM or MS     may, at IBM's or MS's sole discretion, cause (i) an audit to be made of     MSL's and/or MSL's Subsidiaries' books and records and/or (ii) an inspection     to be made of those portions of MSL's and/or MSL's Subsidiaries' facilities     and procedures reasonably necessary to verify such compliance. Except as     otherwise provided in the Agreement, any audit and/or inspection shall be     conducted during regular business hours at MSL's and/or MSL's Subsidiaries'     facilities, with at least forty-five (45) calendar days prior written     notice. Any audit and/or inspection shall be conducted (other than on a     contingent fee basis) by an independent certified public accountant which is     either (1) jointly selected by MSL and IBM (or MS, as applicable), (2) has     been agreed to by the Parties for any prior audit of any MSL/IBM (or MS, as     applicable) license or agreement, or (3) has been agreed to by IBM and MS     for any prior audit of any IBM/MS license or agreement.
MSL agrees to provide the audit or inspection team reasonable access     to the relevant MSL's and/or MSL's Subsidiaries' records and facilities for     the purpose of performing the audit.
In no event shall audits be made more frequently than     semiannually unless the immediately preceding audit disclosed a material     discrepancy.
MSL will permit IBM personnel full, free and safe access to MSL's       facilities, during normal business hours, after reasonable notice, for the       purpose of inspection and inventory as IBM deems necessary.