This excerpt taken from the IAR 8-K filed Nov 5, 2009.
14.1. Audit Rights.
(a) Contract Records. Provider shall maintain reasonably complete and accurate records of and supporting documentation for all Charges, all Idearc Data in its possession and all other data and/or information created, generated, collected, processed or stored by Provider in its performance under the Agreement (Contract Records). Provider shall retain Contract Records in accordance with Idearcs record retention policy as it may be modified from time to time and provided to Provider policies as set forth in the Policies and Procedures Manual or otherwise previously communicated (in writing or electronically) to Provider.
(b) Financial and Operational Audits. Provider shall, and shall cause its subcontractors to, provide to Idearc (and internal and external auditors, inspectors, regulators and other representatives that Idearc may designate from time to time, including customers, vendors, licensees and other third parties to the extent Idearc or members of the Idearc Group are legally or contractually obligated to submit to audits by such entities, but in all cases, who are neither competitors of Provider or engaged on a contingent fee basis) access at reasonable hours to Provider Personnel, to the Service Locations and to Contract Records and other pertinent information, all to the extent relevant to Providers performance under the Agreement. Such access shall be provided for the purpose of performing audits and inspections to, among other things, (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and the Pass-Through Expenses, (iii) examine the financial controls, processes and procedures utilized by Provider in the performance of the Services, (iv) examine Providers performance of any of its other financial and accounting obligations,
(v) verify the integrity of Idearc Data (and whether any security breaches have occurred with respect thereto), (vi) examine the systems that process, store, support and transmit such data, (vii) examine the Provider Service Locations, (viii) examine Providers compliance with internal controls utilized by Provider in the performance of the Services (e.g., financial and accounting controls, organizational controls, input/output controls, system modification controls, processing controls, system design controls, and access controls), (ix) examine Providers compliance with its obligations under the Agreement, including those relating to security, Disaster Recovery and back-up practices and procedures, (x) verify Providers reported performance against the applicable Service Levels, (xi) examine Providers measurement, monitoring and management tools utilized by Provider in the performance of the Services, and (xii) enable Idearc and the members of the Idearc Group to meet applicable legal, regulatory and contractual requirements.
(c) Regulatory Audit. Idearc and the members of the Idearc Group are subject to regulation by self-regulatory organizations to which they belong, governmental bodies and other regulatory authorities under applicable laws, rules, regulations and contract provisions. If such a self-regulatory organization, governmental body or regulatory authority exercises its right to examine or audit Idearcs or an Idearc Group members books, records, documents or accounting practices and procedures pursuant to such laws, rules, regulations or contract provisions, Provider shall provide such cooperation and assistance as may be reasonably requested by Idearc in responding to such audits or requests for information.