Audit Rights

On reasonable prior written notice, no more than {{AUDIT_FREQUENCY_PER_YEAR}} time(s) per year (except where required by law or following a security incident), Client (or its independent auditor bound by confidentiality) may audit Vendor's compliance with its security, data-protection, and other material obligations under this Agreement, during normal business hours and in a manner that minimizes disruption. Vendor shall provide reasonable access to relevant records, systems documentation, and personnel. Each party bears its own audit costs unless the audit reveals a material breach, in which case Vendor bears the reasonable cost of the audit.