2019-109A - Laserfiche WebLink

Home Browse Search

promptly pay to IRC the amount of the overcharge, plus Interest calculated from the date of receipt by National of IRC's payment of the overcharged amount until the date of payment reimbursing IRC. (2) In addition to IRC's rights set forth in Section 21.02(1), in the event any such audit reveals cumulative overcharges to IRC of $10,000 or more in any rolling 12 - month period, National shall reimburse IRC for the reasonable cost of each audit that revealed such overcharges. 21.03 Data. Upon notice from IRC, National and National Agents shall provide IRC and IRC Agents with access to any information and any assistance that they may require for the purpose of performing audits or inspections to verify the integrity of IRC Data and examine the Systems that process, store, secure and transmit that data. 21.04 Audit Follow -Up. Following an audit, IRC shall conduct, or request its external auditors to conduct, an exit conference with National to discuss the issues identified in the review. National and IRC shall meet to review each audit report promptly after the issuance thereof and agree upon the appropriate manner, if any, in which to respond to the changes suggested by the audit report. 21.05 Compliance Requirements. National recognizes that IRC will be subject to Compliance Requirements. National shall provide reasonable assistance to the extent necessary to assist IRC to comply with such requirements solely as they relate to National's provision of Services hereunder in connection with the Deployment. National will comply with IRC's financial reporting and control processes communicated to National by IRC and provide IRC with copies of related records, reports and data maintained by National as necessary for IRC to satisfy Compliance Requirements. 21.06 Record Retention. National shall retain records and supporting documentation sufficient to document the Services and the Charges paid or payable by IRC under this Agreement for a period of two years from the billing for such Services, notwithstanding the expiration or termination of this Agreement. ARTICLE 22. CONFIDENTIALITY 22.01 General Obligations. All Confidential Information relating to or obtained from IRC or National, including the terms and conditions of this Agreement, shall be held in confidence by the recipient to the same extent and in at least the same manner as the recipient protects its own confidential or proprietary information, but in no event less than reasonable means. Neither IRC nor National shall, or shall cause or permit any third -party to, disclose, publish, release, announce, transfer or otherwise make available Confidential Information of, or obtained from, the other in any form to, or for the use or benefit of, any person or entity without the disclosing Party's consent. Each of IRC and National shall, however, be permitted 32