This excerpt taken from the GPS 10-Q filed Jun 9, 2009.
37.2 Audits Authorized by Gap
Supplier agrees that Gap, (i) Gaps governmental regulators, (ii) Gaps internal auditors, or (iii) Gaps external auditors which are not direct competitors of Supplier in the IT outsourcing business and have been retained on a non-contingent basis (which such direct competitors shall not be deemed to include the accounting division of accounting firms) (collectively, the Permitted Auditors) shall have access to any Supplier Service Locations and Suppliers Subcontractors locations, and any of Suppliers or Suppliers Subcontractors agents, employees or representatives, and the right to examine and audit such Supplier Service Locations and Suppliers Subcontractors locations, and to examine and audit any and all pertinent documents, records, agreements, transaction, activity, or records relating to the provision of Services under this Agreement for the purpose of: (a) verifying the accuracy of Charges
Gap Confidential and Proprietary Information
and invoices; (b) cooperating with audits and examinations by Gaps regulatory authorities; (c) validating performance by Supplier of its obligations as required by this Agreement; (d) the conduct of Supplier operations and procedures; (e) validating compliance with Section 29.11 (Compliance with Laws); (f) validating compliance with Gaps Policies and Procedures; (g) validating Suppliers compliance with Gaps Sarbanes-Oxley Reporting Requirements and Process (h) assisting Gap with its compliance with the Sarbanes-Oxley Corporate Reform Act; (i) the functionality of the Gap IT Environment; and (j) validating Suppliers compliance with Suppliers security obligations under this Agreement. Supplier shall provide to such auditors and agents any assistance they may reasonably require in connection with such audits and inspections. All such material, including, all documents, agreements, financial records, time cards and other employment records shall be kept and maintained by Supplier and Suppliers contractors and shall be made available to Gap during the Term and for a period of five (5) years thereafter unless Gaps written permission is given to dispose of any such material prior to such time. Such audit shall take place two times per year or more frequently in the event Gap finds a material discrepancy on any audit. The Permitted Auditors shall execute a confidentiality agreement with Gap with provisions which allow Gap to comply with its obligations to Supplier hereunder prior to commencing any audit or examination, and shall comply with Suppliers reasonable security requirements. Except as set forth in Section 37.3 (Audit Settlements) below, Gap shall pay any costs and expenses which are payable to the Permitted Auditors. As necessary to conduct the audit, the Permitted Auditors shall have the right to excerpt, copy, or transcribe any and all pertinent documents, agreements, transaction activity, or records relating to the provision of the Services under this Agreement.
In Suppliers provision of access for the foregoing purposes, Supplier shall not be obilgated to provide such access rights to the extent such access would constitute an unlawful invasion of the privacy rights of any Suppliers, Suppliers Affiliates, or Suppliers Subcontractors employees and would, in the reasonable opinion of Supplier, subject Supplier, Suppliers Affiliates, or Suppliers Subcontractors to legal liability arising solely as a result of providing such access. Supplier shall provide to Gap, or individuals or entities authorized by Gap, reasonable office facilities at Suppliers, Suppliers Affiliates, or Suppliers Subcontractors locations adequate for Gap to exercise its rights under this Section. Neither Gap nor its Permitted Auditors shall have access to Suppliers costs data or to confidential or proprietary information of any of Suppliers other customers.
Audits will be conducted (1) expeditiously, efficiently, and at reasonable business hours; and (2) upon reasonable prior written notice, excepting physical security audits, which may be conducted without notice.