American Home Shield 2010 Annual Report Download - page 233

Agreement; (ii) all Deliverables and other information reasonably necessary to confirm Service Provider's performance of the
Services; and (iii) Service Provider's internal controls relating to the Services and those controls provided for in any Transaction
Document or in the Procedures Manual to be executed by Service Provider and relating to Customer's control over the activities of
Service Provider (collectively, "Service Provider Records"), all in a manner sufficient to permit the audits in accordance with this
Section 9.7. Service Provider may redact from the Service Provider Records information pertaining to another client of Service
Provider.
(b) Operational Audits. Service Provider shall provide, upon seven (7) days' prior written notice, or in the
case of investigations based on Customer's good faith allegation of fraud, intentional misconduct, Security Breach or violation of
Law, one (1) Business Day's prior written notice, or such shorter period as may be required by law or requested by any
Governmental Authority, to Customer and to internal and external auditors, inspectors, regulators and other representatives that
Customer may designate from time to time ("Customer Auditors") access in accordance with Section 9.7(e)(i) to perform operational
audits and inspections of Service Provider, its subcontractors and their respective facilities ("Operational Audits"), to: (i) verify the
integrity of the Customer Data, (ii) examine the systems that process, store, support and transmit that data, (iii) verify whether the
Services comply with Customer Compliance Directives; (iv) examine the controls related to the Services (e.g., financial and
accounting controls, organizational controls, input/output controls, system modification controls, processing controls, system design
controls, and logical and physical access controls) and conduct walkthroughs (as defined by the Public Company Accounting
Oversight Board ("PCAOB") and other testing and review procedures related to the Services); (v) examine the security, disaster
recovery and back-up practices and procedures related to the Services, (vi) examine Service Provider's development of Deliverables;
(vii) facilitate Customer's compliance with Customer Compliance Requirements; and (viii) examine, test and assess Service
Provider's systems, policies and procedures relating to intrusion detection and interception with respect to Service Provider systems
used to provide the Services. Audits will occur no more than once each calendar quarter for audits of Service Provider's compliance
with this Agreement, except in the case of audits based on Customer's good faith allegation of fraud, tortious intentional misconduct,
Security Breach or violation of Law and audits requested by Governmental Authorities, which shall be permitted upon Customer's
request.
(c) Financial Audits. Service Provider shall provide, upon seven (7) days' prior written notice, or in the case
of investigations based on Customer's good faith allegation of fraud, intentional misconduct, Security Breach or violation of Law,
one (1) Business Day's prior written notice, or such shorter period as may be required by law or requested by any Governmental
Authority, to Customer and Customer Auditors access in accordance with Section 9.7(e)(i) to perform financial audits and
inspections ("Financial Audits") to (i) verify the accuracy and completeness of the Service Provider Records, and (ii) verify the
accuracy and completeness of Service Provider's invoices. If a Financial Audit reveals that errors have been made in connection
with the Charges, then the Parties will work together to correct the error and any overpayments revealed by the Financial Audit will
be promptly paid by Service Provider or credited to Customer. In addition, if the Financial Audit reveals any overpayment that is
greater than [***] of the amount that was actually due for the period being audited, Service Provider, subject to the opportunity to
dispute the Financial Audit findings in good faith, shall [***]. Financial Audits may occur as often as may be reasonably required
for
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