1E9Ct5D

8.9 [Customer Audits of Provider. During the Term [and for [NUMBER] year[s]after], Provider shall maintain complete and accurate books and records regarding itsbusiness operations relevant to the calculation of Fees[, Reimbursable Expenses] and anyother information relevant to Provider's compliance with this Section 8. During the Term[and for [NUMBER] year[s] after], upon Customer's request, Provider shall make suchbooks and records, and appropriate personnel, available during normal business hours forinspection and audit by Customer or[ an independent accountant[ that is reasonablyacceptable to Provider]/its authorized representative], provided that Customer shall: (a)provide Provider with [reasonable/at least [NUMBER IN WORDS] ([NUMBER]) days]prior notice of any audit; (b) undertake an audit no more than once per calendar[year/quarter/month][, except for good cause shown]; and (c) conduct or cause to beconducted such audit in a manner designed to minimize disruption of Provider's normalbusiness operations.Customer may take copies and abstracts of materials audited[, provided that suchmaterial is deemed Confidential Information of Provider]. Customer will pay the cost ofsuch audits unless an audit reveals an overbilling or over-reporting of [five percent(5%)/[PERCENTAGE IN WORDS] ([NUMBER] %)] or more, in which case Providershall reimburse Customer for the[ reasonable] cost of the audit. Provider shallimmediately upon written notice from Customer pay Customer the amount of anyoverpayment revealed by the audit[, together with any reimbursement payable pursuant tothe preceding sentence].]8.10 All Fees Stated. Except as expressly provided in this Section 8, Customer has noobligation or liability to pay or reimburse any fees, charges or other amounts [for theServices to be provided] under this Agreement.8.11 Payment Does Not Imply Acceptance. The making of any payment or paymentsby Customer, or the receipt thereof by Provider, will in no way affect the responsibility ofProvider to perform the Services in accordance with this Agreement, and will not implyCustomer's Acceptance of any Services or the waiver of any warranties or requirementsof this Agreement, including any right to Service Credits.8.12 [Withhold Remedy. In addition and cumulative to all other remedies in law, atequity and under this Agreement, if Provider is in material default of its performance orother obligations under this Agreement or any Service Order and fails to cure the defaultwithin [fifteen (15)/[NUMBER IN WORDS] [NUMBER]] days after receipt ofCustomer's written notice of default, Customer may, without waiving any other rightsunder this Agreement, elect to withhold from the payments due to Provider under thisAgreement during the period beginning with the sixteenth (16th) day after Provider'sreceipt of such notice of default, and ending on the date that the default has been cured tothe reasonable satisfaction of Customer, an amount that[, in Customer's reasonablejudgment,] is in proportion to the magnitude of the default or the Service that Provider is28