Schedule – III: Audit, Access and Reporting

1.23.1 Purpose

This Schedule details the audit, access and reporting rights and obligations of the NeGD or its nominated agency and the Partner Agency.

1.23.2 Audit Notice and Timing

1. As soon as reasonably practicable after the Effective Date, the Parties shall use their best endeavors to agree to a timetable for routine audits during the Project Implementation Phase and the Operation and Management Phase. Such timetable during the Implementation Phase, NeGD or its nominated agency and thereafter during the operation Phase, NeGD or its nominated agency shall conduct routine audits in accordance with such agreed timetable and shall not be required to give the Partner Agency any further notice of carrying out such audits.

Unified Mobile App for New-age Governance (UMANG)

147 | P a g e 2. NeGD or its nominated agency may conduct non-timetabled audits at his/ her

own discretion if they reasonably believes that such non-timetabled audits are necessary as a result of an act of fraud by the Partner Agency, a security violation, or breach of confidentiality obligations by the Partner Agency, provided that the requirement for such an audit is notified in writing to the Partner Agency a reasonable period time prior to the audit (taking into account the circumstances giving rise to the reasonable belief) stating in a reasonable level of detail the reasons for the requirement and the alleged facts on which the requirement is based. If the Partner Agency considers that the non-timetabled audit was not appropriate, the matter shall be referred to the escalation procedure as set out in the Governance Schedule.

3. The frequency of audits shall be half yearly, provided always that the NeGD or its nominated agency shall endeavor to conduct such audits with the lowest levels of inconvenience and disturbance practicable being caused to the Partner Agency.

1.23.3 Access

The Partner Agency shall provide to NeGD or its nominated agency reasonable access to employees, subcontractors, suppliers, agents and third party facilities as detailed in the RFP and also documents, records and systems reasonably required for audit and shall provide all such persons with routine assistance in connection with the audits and inspections. NeGD or its nominated agency shall have the right to copy and retain copies of any relevant records. The Partner Agency shall make every reasonable effort to co-operate with them.

1.23.4 Audit Rights

a) NeGD or its nominated agency shall have the right to audit and inspect suppliers, agents and third party facilities (if any), cloud, documents, records,

Unified Mobile App for New-age Governance (UMANG)

148 | P a g e procedures and systems relating to the provision of the services, but only to the extent that they relate to the provision of the services, as shall be reasonably necessary to verify:

i. The security, integrity and availability of all data processed, held or conveyed by the Partner Agency on behalf of NeGD and documentation related thereto;

ii. That the actual level of performance of the services is the same as specified in the SLA;

iii. That the Partner Agency has complied with the relevant technical standards, and has adequate internal controls in place; and

iv. The compliance of the Partner Agency with any other obligation under the MSA and SLA.

v. Security audit and implementation audit of the system shall be done once each year.

vi. For the avoidance of doubt the audit rights under this Schedule shall not include access to the Partner Agency's profit margins or overheads associated with any obligation under the MSA.

1.23.5 Audit Rights of Sub-Contractors, Suppliers and Agents

a) The Partner Agency shall use reasonable endeavors to achieve the same audit and access provisions as defined in this Schedule with sub-contractors, suppliers and agents who supply labor, services, equipment or materials in respect of the services. The Partner Agency shall inform NeGD or its nominated agency prior to concluding any sub-contract or supply agreement of any failure to achieve the same rights of audit or access.

b) REPORTING: The Partner Agency will provide quarterly reports to the NeGD or its nominated agency regarding any specific aspects of the Project and in context of the audit and access information as required by the NeGD or its nominated agency.

Unified Mobile App for New-age Governance (UMANG)

149 | P a g e 1.23.6 Action and Review

a) Any change or amendment to the systems and procedures of the Partner Agency, or sub-contractors, where applicable arising from the audit report shall be agreed within thirty (30) calendar days from the submission of the said report.

b) Any discrepancies identified by any audit pursuant to this Schedule shall be immediately notified to the NeGD or its nominated agency. and the Partner Agency.

c) Partner Agency in consultation with NeGD, shall determine what action should be taken in respect of such discrepancies in accordance with the terms of the MSA.

1.23.7 Terms of Payment

The terms of payment are inclusive of any costs of the Partner Agency and the sub- contractor, for all reasonable assistance and information provided under the MSA, the Project Implementation, Operation and Management by the Partner Agency pursuant to this Schedule.

1.23.8 Records and Information

For the purposes of audit in accordance with this Schedule, the Partner Agency shall maintain true and accurate records in connection with the provision of the services and the Partner Agency shall handover all the relevant records and documents upon the termination or expiry of the MSA.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE HERE UNTO SET THEIR RESPECTIVE HANDS THE DAY AND THE YEAR FIRST ABOVE WRITTEN.

WITNESSES:- 1. Signature _____________________ Signatur e ____________________ Name _____________________ Name ____________________

Unified Mobile App for New-age Governance (UMANG)

150 | P a g e Designation _____________________ Designation ____________________

Date _____________________ Date ____________________ 2.

Signature _____________________ For and on behalf of NeGD Name _____________________ Designation _____________________ Date _____________________ WITNESSES:- 1. Signature _____________________ Signatur e ____________________ Name _____________________ Name ____________________ Designation _____________________ Designation ____________________ Date _____________________ Address ____________________ Date ____________________ 2.

Signature _____________________ For and on behalf of the

Name _____________________ Partner Agency

Designation _____________________ Date _____________________