Common use of Auditing Rights and Required Records Clause in Contracts

Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder (including, for the avoidance of doubt, records relating to the number of Authorized Users using the Software). Xxxxx may, at its own expense, on reasonable prior notice, periodically inspect and audit such Customer records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Xxxxx with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds ten percent (10%) for any annual term. Such inspection and auditing rights will extend throughout the Term of this Agreement and continue for a period of two years after the termination or expiration of this Agreement.

Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder (including, for the avoidance of doubt, records relating to the number of Authorized Users using the Software). Xxxxx Company may, at its own expense, on reasonable prior notice, periodically inspect and audit such Customer records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Customer has underpaid Xxxxx Company with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds ten percent (10%) for any annual term. Such inspection and auditing rights will extend throughout the Term of this Agreement and continue for a period of two years after the termination or expiration of this Agreement.