Common use of Auditing Rights and Required Records Clause in Contracts

Auditing Rights and Required Records. In the event Customer is a U.S. Federal Government Agency, this Section 12 (other than this sentence) shall not apply. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the term of the Schedule Agreement and for a period of two (2) years after termination or expiration of the Schedule Agreement with respect to matters necessary for accurately determining amounts due by Customer hereunder and Customer’s compliance with the Schedule Agreement. Appgate may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by the Schedule Agreement. If such inspection and audit reveals that Customer has underpaid Appgate with respect to any amounts due and payable during the term of the Schedule Agreement, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with the MA, and reimburse Appgate for the costs of conducting such audit. In the event any such underpayment is the result of Customer’s use of Software or Hosted Service expanding beyond the Permitted Use or number of permitted Authorized Users, the amounts owed by Customer to Appgate for such underpayment shall be based on Appgate’s then- current list prices applicable to such expanded use. Such inspection and auditing rights will extend throughout the term of the Schedule Agreement and continue for a period of two (2) years after the termination or expiration of the Schedule Agreement.

Auditing Rights and Required Records. In the event Customer is a U.S. Federal Government Agency, this Section 12 (other than this sentence) shall not apply. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the term of the Schedule Agreement and for a period of two (2) years after termination or expiration of the Schedule Agreement with respect to matters necessary for accurately determining amounts due by Customer hereunder and Customer’s compliance with the Schedule Agreement. Appgate may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by the Schedule Agreement. If such inspection and audit reveals that Customer has underpaid Appgate with respect to any amounts due and payable during the term of the Schedule Agreement, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with the MA, and reimburse Appgate for the costs of conducting such audit. In the event any such underpayment is the result of Customer’s use of Software or Hosted Service expanding beyond the Permitted Use or number of permitted Authorized Users, the amounts owed by Customer to Appgate for such underpayment shall be based on Appgate’s then- then-current list prices applicable to such expanded use. Such inspection and auditing rights will extend throughout the term of the Schedule Agreement and continue for a period of two (2) years after the termination or expiration of the Schedule Agreement.

Auditing Rights and Required Records. In the event Customer is a U.S. Federal Government Agency, this Section 12 (other than this sentence) shall not apply. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the term of the Schedule Agreement and for a period of two (2) years after termination or expiration of the Schedule Agreement with respect to matters necessary for accurately determining amounts due by Customer hereunder and Customer’s compliance with the Schedule Agreement. Appgate may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by the Schedule Agreement. If such inspection and audit reveals that Customer has underpaid Appgate with respect to any amounts due and payable during the term of the Schedule Agreement, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with the MA, and reimburse Appgate for the costs of conducting such audit. In the event any such underpayment is the result of Customer’s use of Software or Hosted a SaaS Service expanding beyond the Permitted Use or number of permitted Authorized Users, the amounts owed by Customer to Appgate for such underpayment shall be based on Appgate’s then- current list prices applicable to such expanded use. Such inspection and auditing rights will extend throughout the term of the Schedule Agreement and continue for a period of two (2) years after the termination or expiration of the Schedule Agreement.