Vendor shall, at its sole cost and expense, maintain complete and accurate books and records regarding its performance of the Services and compliance with this Agreement covering all activities and transactions arising out of or relating to this Agreement and shall keep such records for not less than [*] years after termination.  Natera and its duly authorized representatives shall have the right, upon [*] days prior notice, during normal business hours for the Term, not more than [*] and for a period of [*] years following the termination hereof for any reason, to examine and copy (without charge to Natera) such books and records, and all other documents and materials in the possession or under the control of Vendor, with respect to the subject matter and terms of this Agreement that reasonably have a bearing on or pertain to matters, rights, duties or obligations covered by this Agreement.  Natera and its authorized representative, in a manner agreed to by the Parties, shall have access to Vendor’s facilities, shall be permitted by Vendor to interview current or former employees of Vendor with respect to matters pertinent to Vendor’s performance of this Agreement, shall have access to all necessary records, and shall be furnished, without charge, adequate and appropriate workspace in order to perform the examinations provided for under this subsection.  The cost for any such on-site audit shall be borne by Natera.  The exercise by Natera of any right to audit under this or any other Section of this Agreement at any time or times or the acceptance by Natera of any statement or the payment thereof by Natera shall be without prejudice to any of Natera’s rights or remedies and shall not bar Natera from thereafter disputing the accuracy of any payment or statement.