Common use of Accounting and Audit Rights Clause in Contracts

Accounting and Audit Rights. The Reseller shall keep and maintain --------------------------- full and accurate books of account and records covering all Software Copies duplicated by Reseller pursuant to Section 2 above. LA or its designees shall be entitled, at its expense, to audit and inspect such books and records on a quarterly basis during or after the License Term during reasonable business hours and in each case upon five business (5) days prior written notice to the Reseller, and make copies and summaries of such books and records. All such books of account and records shall be retained by the Reseller for a minimum of seven (7) years after expiration or termination of this Agreement. If LA or its duly authorized representative discovers a deficiency in the payments to LA pursuant to any statement in the period under audit (an "Audit Deficiency"), the Reseller shall promptly pay such Audit Deficiency to LA and, if such Audit Deficiency is three percent (3%) or more of the payments made to LA pursuant to any statement in such audit period, the Reseller shall promptly pay all costs and expenses incurred by LA in connection with such audit. If such Audit Deficiency is twenty percent (20%) or more of the amounts paid to LA pursuant to any statement in the period under audit, then in addition to the above, LA may, at its sole option, immediately terminate the Agreement upon written notice to the Reseller, even if the Reseller tenders the Audit Deficiency and associated costs and expenses to LA.

Accounting and Audit Rights. The Reseller LAJ shall keep and maintain --------------------------- full and --------------------------- accurate books of account and records covering all Software Copies duplicated by Reseller pursuant to Section 2 aboverecords. LA or its designees shall be entitled, at its expense, to audit and inspect such books and records on a quarterly basis and to audit such books and records on an annual basis during or after the License Term during reasonable business hours and in each case upon five business (5) business days prior written notice to the ResellerLAJ, and make copies and summaries of such books and records. All such books of account and records shall be retained by the Reseller LAJ for a minimum of seven three (73) years after expiration or termination of this Agreement. If LA or its duly authorized representative discovers a deficiency in the payments to LA pursuant to any statement in the period under audit (an "Audit Deficiency"), the Reseller LAJ shall promptly pay such Audit Deficiency to LA and, if such Audit Deficiency is three percent (3%) [*] or more of the payments made to LA pursuant to any statement in such audit period, the Reseller LAJ shall promptly pay all costs and expenses incurred by LA in connection with such audit. If such Audit Deficiency is twenty percent (20%) [*] or more of the amounts paid to LA pursuant to any statement in the period under audit, then in addition to the above, LA may, at its sole option, immediately terminate the Agreement upon written notice to the Reseller, even if the Reseller tenders LAJ; provided that LAJ shall still be obligated to tender the Audit Deficiency and associated costs and expenses to LA. * Certain information in this Exhibit has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Accounting and Audit Rights. The Reseller shall keep and maintain --------------------------- full and accurate books of account and records covering all Software Copies duplicated by Reseller pursuant to Section 2 Sections 3 and 7 above. LA or its designees shall be entitled, at its expense, to audit and inspect such books and records on a quarterly basis during or after the License Term at any time during reasonable business hours and in each case upon five business (5) days prior written notice to the Resellerhours, and make copies and summaries of such books and records. All such books of account and records shall be retained by the Reseller for a minimum of seven five (75) years after expiration or termination of this Agreement. If LA or its duly authorized representative discovers a deficiency in the payments to LA pursuant to any statement in the period under audit (an "Audit Deficiency"), the Reseller shall promptly pay such Audit Deficiency to LA and, if such Audit Deficiency is three percent (3%) or more of the payments made to LA pursuant to any statement in such audit period, the Reseller shall promptly pay all costs and expenses incurred by LA in connection with such audit. If such Audit Deficiency is twenty percent (20%) or more of the amounts paid to LA pursuant to any statement in the period under audit, then in addition to the above, LA may, at its sole option, immediately terminate the Agreement upon written notice to the Reseller, even if the Reseller tenders the Audit Deficiency and associated costs and expenses to LA.