Right to audit - MSA Provision

Master services agreement

A Jolly Contrarian owner’s manual™

Sample text

  1. Supplier’s own systems: On reasonable notice and at such times as Supplier may reasonably agree during normal business hours during the term [and for [PERIOD] following its expiry], to the extent reasonably necessary for Customer to review the Services and Supplier’s ongoing ability to perform its obligations under this Agreement (an “Audit”) Supplier must give Customer and its auditors and regulators full and unrestricted access to:
    1. The data, systems, devices and networks Supplier uses to provide and monitor its services;
    2. The results of Supplier’s security penetration testing on its applications, data, and systems;
    3. Supplier’s company and financial information;
    4. Suppliers’ external auditors, personnel, and premises.
  2. Material subcontractors: Supplier must ensure its material subcontractors make relevant records available to give effect to the Audit, provided that no party will be obliged tro disclose information that is legally privileged, would breach a duty of confidence owed to a third party.
  3. Costs:

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Resources and Navigation

Index: Click to expand:

Overview

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Summary

Following term: Query for how long you should allow audit rights after termination of the contract. You may see “... or such longer period as is required by law”. As far as that relates to record keeping it is harmless enough — and not really required to be addressed by contract, seeing as, QED, it is required by law, so the JC drafting principle of dic non plus quam vere oportet aka non dicat manifesta cruenta[1] applies and you should strike it out.

Not sure audit rights post-termination are the sort of thing which usually would be stipulated by law, but perhaps in a regulated business like financial services or insurance?

See also

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References

  1. “Say no more than you have to” and “don’t state the bleeding obvious”