I have heard interesting reasons and myths about why an organization should not have the right to get an audit clause. Let me disperse a few: the complainant (TGM) and the defendant (Thales) had reached an agreement for Thales to provide a new tram system to TGM. The initial contract price was $22 million. After significant delays, Thales filed an application for an extension of the system`s delivery time and an additional $42 million. Without trying to make charges, Akenhead J. noticed something that had obviously gone seriously wrong with the agreement, something. In the end, following the injury reaction, I conducted an audit of the abusive seller, an independent contractor, to ensure that he made and maintained modifications to prevent the same type of safety incident from happening again. And then I once again asked lawyers to strengthen contracts with our various types of business partners, including a right of review. I wanted to check not only after an offence, but at any time, if I deem it necessary, to protect our inventory of information. This time, the view of the legal office had changed. They agreed that it was a good idea and, from that point on, we included a right to an audit clause in all contracts with trading partners who have had access to or in any way have our information resources. Such a clause is a good idea for all types of organizations of all sizes, not only as a way to demonstrate the necessary diligence, but also to be proactive in preventing data breaches and security incidents.
Here are three compelling reasons why you should be entitled to verification clauses in matching contracts. “Audit clauses” are becoming more common in commercial contracts. However, like all construction clauses, they require careful development, as they can impose painful and sometimes unexpected obligations. Regardless of the sector, the use of these external specialists creates different forms of risk for the company concerned, the greatest risk being fraud. One of the best ways to combat the risk of fraud is to ensure that your outsourced agreement contains a legal review clause. In Transport for Greater Manchester v Thales Transport – Security Limited  EWHC 3717 (TCC), a court ordered a specific benefit with respect to an audit clause. If a draft contract contains an audit clause, the licensee undertakes to provide, retain and provide IBM and its reviewers with accurate written statements, system tool outputs and other system information sufficient to allow for a verifiable verification that the licensee`s use of all programs complies with the terms of the IPLA program… After an appropriate announcement, IBM can verify compliance with the conditions of the IPLA program by the licensee on all sites and in all environments where the licensee uses (in any capacity) programs subject to the conditions of the IPLA program… IBM will notify the licensee in writing if such an audit indicates that the licensee has used a program that goes beyond its authorized use or does not comply with the terms of the IPLA program.