This excerpt taken from the ECMV 10-Q filed Dec 17, 2008.
ARTICLE 4. FEES
4.01 In consideration of QK providing the QK Services to E Com, E Com shall pay to QK the amounts provided for under Appendix A hereto, unless otherwise agreed upon in writing by the Parties. All payments for the QK Services are payable within thirty (30) days from date of invoice. The Parties shall also reimburse each other for reasonable out-of-pocket costs and expenses incurred in connection with performing the QK Services or making available the Shared Service, as the case may be; provided that proper documentation is provided to the reimbursing Party for such costs and expenses. E Com may withhold payments for (i) amounts in dispute, but only until such disputes are resolved, and (ii) amounts for which appropriate documentation is lacking, but only until such documentation is supplied to E Com. The payments contemplated by this Article 4 and Article 2 above shall fully compensate the respective Party for the QK Services and the Shared Service, as the case may be, and no further payments shall be due to either Party for the same.
4.02 QK shall prepare and maintain complete and accurate books of account and records (including originals or copies of documents that support entries in the books of account) covering all QK Services and the fees and reimbursements charged by QK to E Com under this Agreement. E Coms representatives may, from time to time during regular business hours on reasonable advance notice, during the term of this Agreement and for one year thereafter, audit QKs books of account and records and examine and copy all documents and materials relating to the QK Services, including invoices, credits and shipping documents and other information related to the QK Services. Any such audit commenced within such one-year period may continue through completion in the ordinary course. QKs books of account, records and documents, including computer records, shall be maintained for at least three years after the fiscal year in which the related QK Services are billed and, if an audit is pending, through the completion of any audit commenced in accordance with the preceding two sentences (and resolution of any dispute with regard to any payments hereunder). If any audit of QKs books and records discloses that E Coms payments were higher than the amount that should have been paid, all payments required to be made to eliminate the discrepancy, plus interest thereon at the interest rate payable by E Com from time to time under its senior revolving credit facility from the date of overpayment until the date of repayment, shall be made promptly by QK.