Common use of Bookkeeping and Auditing Clause in Contracts

Bookkeeping and Auditing. COMPANY is obliged to keep, and shall oblige its Affiliates and Sublicensees and Sales Partners to keep, complete and accurate books on any reports and payments due to MI under this Agreement, which books shall contain sufficient information to permit MI to confirm the accuracy of any reports and payments made to MI. MI is authorized to check the books of COMPANY by an independent certified public accountant, and, upon MI’s request, COMPANY, or agents appointed by MI for COMPANY, shall check the books of its Affiliates and Sublicensees and Sales Partners for MI, once a year. The charges for such a check shall be borne by MI. In the event that such check reveals an underpayment in excess of 5% (five percent), COMPANY shall bear the full cost of such check and shall remit any amounts due to MI within thirty days of receiving notice thereof from MI, together with interest calculated in the manner provided in Section 5.8 (d). Any information acquired by the auditor may only be used to confirm whether or not COMPANY (or its Affiliates, Sublicensees and Sales Partners) is in compliance with the obligations set forth in this Agreement. The right of auditing by MI under this Section shall expire 5 (five) years after each report or payment has been made. Sublicenses granted by COMPANY shall provide that COMPANY shall have the right to check the books of its Sublicensees according to this Section 5.9. The same shall apply in respect of Sales Partners.

Bookkeeping and Auditing. COMPANY is obliged to keep, and shall oblige its Affiliates and Sublicensees and Sales Partners to keep, complete and accurate books on any reports and payments due to MI GI under this Agreement, which books shall contain sufficient information to permit MI GI to confirm the accuracy of any reports and payments made to MIGI. MI GI is authorized to check the books of COMPANY by an independent certified public accountant, and, upon MIGI’s request, COMPANY, or agents appointed by MI GI for COMPANY, shall check the books of its Affiliates and Sublicensees and Sales Partners for MIGI, once a year. The charges for such a check shall be borne by MIGI. In the event that such check reveals an underpayment in excess of 5[***]% (five [***] percent), COMPANY shall bear the full cost of such check and shall remit any amounts due to MI GI within thirty days of receiving notice thereof from MIGI, together with interest calculated in the manner provided in Section 5.8 (d). Any information acquired by the auditor may only be used to confirm whether or not COMPANY (or its Affiliates, Sublicensees and Sales Partners) is in compliance with the obligations set forth in this Agreement. The right of auditing by MI GI under this Section shall expire 5 (five) years [***] after each report or payment has been made. Sublicenses granted by COMPANY shall provide that COMPANY shall have the right to check the books of its Sublicensees according to this Section 5.9. The same shall apply in respect of Sales Partners.