Common use of Books and Records; Audits Clause in Contracts

Books and Records; Audits. (i) Contractor shall maintain complete and accurate accounting records, and shall retain such records for a period of three (3) years following the date of the invoice to which they relate. (ii) Company (and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under audit, Contractor shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereof.

Books and Records; Audits. (i) Contractor VITAL shall maintain complete full and accurate books, records and accounts of all Services rendered pursuant to this Agreement in such a way as to disclose clearly and accurately the nature and detail thereof, including without limitation such accounting recordsinformation as is necessary to support the reasonableness of charges under this Agreement and such additional information as MCK may reasonably request for purposes of its internal bookkeeping and accounting operations. VITAL shall keep such books, records and accounts insofar as they pertain to the computation of charges hereunder available at its principal offices for audit, inspection and copying by MCK and persons authorized by MCK during reasonable business hours. MCK shall retain such records for a have the right, on two (2) occasions per each twelve (12) month period of three (3) years following the date this Agreement, to conduct an audit of the invoice to which they relate. (ii) Company (relevant books, records and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to the Services performed hereunder, accounts of VITAL upon giving reasonable notice of its intent to Contractor and during normal business hours, and (b) make copies and summaries of conduct such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Companyaudit. In the event that of such audit, VITAL shall give to the party requesting the audit its cooperation and access to all books, records and accounts reasonably necessary to audit. If during the course of any such Audit Overpayment audit it is determined that the charges actually invoiced to MCK by VITAL are more than [***] percent greater than the charges which should have been invoiced according to such audit, then VITAL shall be in excess (1) pay to MCK the sum of five percent (5%x) the difference between such audited invoice amount and the amount actually invoiced and (y) interest calculated from the data of the aggregate payments made by Company in respect of the applicable period under audit, Contractor shall also invoice and (2) reimburse Company MCK for all reasonable costs and expenses incurred by Company in connection associated with such audit and not to exceed the collection amount of the Audit Overpaymentovercharge. If any such Audit Overpayment it is determined that VITAL was underpaid then MCK shall be in excess of ten percent (10%) pay to VITAL the amount of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement)underpayment. (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereof.

Books and Records; Audits. (i) Contractor Licensee shall maintain prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate accounting books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall retain such records be kept available by Licensee for a period of three at least two (32) years following after the date end of the invoice Annual Period to which they relate. (ii) Company (and its duly authorized representatives) shall be entitled to (a) . If, as a result of any audit such of Licensee's books and records as they relate to records, it is shown that Licensee's payments were less than the Services performed hereunder, upon reasonable notice to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts amount which should have been paid by Company an amount equal to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) * or more of the aggregate payments actually made by Company with respect to sales occurring during the period in respect question, Licensee shall reimburse Licensor for the cost of the applicable period under audit, Contractor shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If shall make all payments required to be made to eliminate any such Audit Overpayment shall be in excess of discrepancy revealed by said audit within ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereofafter Licensor's demand therefore.

Books and Records; Audits. (i) Contractor Service Provider shall maintain complete and accurate accounting recordsbooks and record related to the Products and Services, and shall retain such books and records for a period of not less than three (3) years following from the date of the invoice to which they relate. (ii) . Company (and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Contractor Service Provider and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor Service Provider for any period under audit (an “Audit Overpayment”), Contractor Service Provider shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under audit, Contractor Service Provider shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at ContractorService Provider’s expense, ContractorService Provider’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereof.

Books and Records; Audits. Licensee and Parlux shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with GAAP complete, accurate and separate books of account and records (ispecifically including without limitation the originals or copies of documents supporting entries in the books of account) Contractor in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee and Parlux shall maintain complete keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and accurate accounting recordsits duly authorized representatives shall have the right, for the duration of this Agreement and shall retain such records for a period of three (3) years following thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the date circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee and/or Parlux with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the invoice above. All such books of account, records, documents and materials shall be kept available by Licensee and/or Parlux for at least three (3) years after the end of the Sales Year to which they relate. (ii) Company (and its duly authorized representatives) shall be entitled to (a) . If, as a result of any audit such of Licensee's and/or Parlux's books and records as they relate to records, it is shown that Licensee's and/or Parlux's payments were less than the Services performed hereunder, upon reasonable notice to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts amount which should have been paid by Company an amount equal to Contractor for any period under audit * (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5*%) percent or more of the aggregate payments actually made by Company with respect to sales occurring during the period in respect question, Licensee and/or Parlux shall reimburse Licensor for the cost of the applicable period under audit, Contractor shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If shall make all payments required to be made to eliminate any such Audit Overpayment shall be in excess of discrepancy revealed by said audit together with interest accruing thereon within ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereofafter Licensor's demand therefor.

Books and Records; Audits. (i) Contractor shall maintain complete and accurate accounting records, and shall retain such records for a period of three (3) years following the date of the invoice to which they relate. (ii) Company (and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under audit, Contractor shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety thirtyninety (90390) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereof.

Books and Records; Audits. (i) Contractor Deluxe shall maintain complete and accurate accounting recordsrecords documenting the Services, and Deluxe’s overall compliance with this Agreement, including the MFN, and shall retain such records for a period of three (3) years following the date of the invoice to which they relate. (ii) . Company (and its duly authorized representatives) shall be entitled no more frequently than once per calendar year, to (a) audit such books and records as they relate to the Services performed hereunderhereunder (complete and unredacted, subject to applicable security and access procedures and the confidentiality obligations Deluxe owes to its other customers) and/or under the applicable Statement of Services, upon reasonable notice to Contractor Deluxe and during normal business hours, and (b) make copies and summaries of such books and records for its use; provided that Company acknowledges that its auditors may, in connection with the performance of such audits, be required to agree to protect the confidential information of other Deluxe customers. If Company discovers an overpayment in the amounts paid by Company to Contractor Deluxe for any period under audit (an “Audit Overpayment”), Contractor Deluxe shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under audit, Contractor Deluxe shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at ContractorCompany’s expense, ContractorDeluxe’s books and records for any and all past years (since the commencement of this Agreement). (iii) . Solely in connection with an audit of the MFN, any such MFN audit must be conducted by an independent third party auditor. In no event shall such independent third party auditor conducting an MFN audit be entitled to disclose to Company or any third party, whether in written form or orally, any information or materials regarding the books and records of Deluxe examined during such MFN audit, except in summary form reflecting the amount of any overpayment or underpayment resulting from the audit and otherwise verify that this Agreement has been complied with according to its terms. Prior to the initiation of any such MFN audit Deluxe shall have the right to require such independent third party auditor to enter into a confidentiality and non-disclosure agreement agreed to in good faith by Deluxe and such independent third party auditor. In the event Contractor Deluxe determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor Deluxe agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. ContractorDeluxe’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor Deluxe may have to any adjustment, charge or reimbursement by reason thereof. Any disputes arising in connection with such audits shall be resolved in the manner provided in Section 2.6(v). If Deluxe contests or disputes any portion or all of the findings, determinations or conclusions of any audit undertaken by Company pursuant to this Section 2.6 (the "Company Audit Determination"), then Company and Deluxe shall use their reasonable efforts to resolve such dispute (the "Dispute") within thirty (30) calendar days after delivery by Deluxe to Company of written notification of the details of such Dispute. If Company and Deluxe are unable to resolve such Dispute within such thirty (30) calendar days, such Dispute shall promptly thereafter be submitted by Deluxe and Company to their independent public accountants, and the parties shall use reasonable efforts to cause these accounting firms to promptly review and assist the parties in resolving the Dispute. Company and Deluxe shall each be responsible for the fees, costs and expenses of their respective public accountants. If the independent accountants for Company and Deluxe are unable to resolve the Dispute within an additional thirty (30) calendar days, then the Dispute shall be resolved by a nationally-recognized firm of certified public accountants mutually acceptable to the independent accountants of Company and Deluxe (the "Accounting Referee"). The parties shall use reasonable efforts to cause the Accounting Referee to promptly review the Dispute and determine whether Deluxe was in compliance under this Agreement with the pricing or other obligations of Deluxe which were the subject of the Dispute. In making such determination, the Accounting Referee shall consider only the particular items or amounts in Dispute (and any other items or amounts relating thereto). Such determination shall be made within thirty (30) calendar days after the date on which the Accounting Referee receives such notice of the Dispute, or as soon thereafter as possible. Such determination by the Accounting Referee shall be the final resolution of any Dispute and shall be binding on the parties hereto and enforceable in a court of law. The fees, costs and expenses of the Accounting Referee in conducting such review shall be paid as follows: (i) by Deluxe if the Accounting Referee determines the Dispute in favor of the Company's position, (ii) by Company if the Accounting Referee determines the Dispute in favor Deluxe's position, or (iii) fifty percent (50%) by Company and (50%) by Deluxe if the Accounting Referee determines the Dispute by a compromise position. In connection with any proceeding pursuant to this Section 5.1.2, Company's independent accountant and any Accounting Referee shall be required to agree in writing with Deluxe not to disclose to Company or any third party the confidential information of Lab that is obtained by said accountant or Accounting Referee, as the case may be, as a result of such proceeding.

Books and Records; Audits. Licensee and Perfumania shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with GAAP complete, accurate and separate books of account and records (ispecifically including without limitation the originals or copies of documents supporting entries in the books of account) Contractor in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee and Perfumania shall maintain complete keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and accurate accounting recordsArtist and their duly authorized representatives shall have the right, for the duration of this Agreement and shall retain such records for a period of three (3) years following thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the date circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee and/or Perfumania with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the invoice above. All such books of account, records, documents and materials shall be kept available by Licensee and/or Perfumania for at least three (3) years after the end of the Sales Year to which they relate. (ii) Company (and its duly authorized representatives) shall be entitled to (a) . If, as a result of any audit such of Licensee’s and/or Perfumania’s books and records as they relate to records, it is shown that Licensee’s and/or Perfumania’s payments were less than the Services performed hereunder, upon reasonable notice to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts amount which should have been paid by Company an amount equal to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) percent or more of the aggregate payments actually made by Company with respect to sales occurring during the period in respect question, Licensee and/or Perfumania shall reimburse Licensor for the cost of the applicable period under audit, Contractor shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If shall make all payments required to be made to eliminate any such Audit Overpayment shall be in excess of discrepancy revealed by said audit together with interest accruing thereon within ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractorafter Licensor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereofdemand therefor.

Books and Records; Audits. (i) Contractor 6.1 Consultant shall maintain complete and accurate accounting records, and shall retain such records for a period of three (3) years following the date of the invoice to which they relate. (ii) 6.2 Company (and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Contractor Consultant and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor Consultant for any period under audit (an “Audit Overpayment”), Contractor Consultant shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under audit, Contractor Consultant shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at ContractorCompany’s expense, ContractorConsultant’s books and records for any and all past years (since the commencement of this Agreement). (iii) 6.3 In the event Contractor Consultant determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor Consultant agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. ContractorConsultant’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor Consultant may have to any adjustment, charge or reimbursement by reason thereof.

Books and Records; Audits. (i) Contractor 6.1 HP shall maintain complete and accurate accounting records, and shall retain such records for a period of three (3) years following the date of the invoice to which they relate. (ii) Company 6.2 Sony (and its duly authorized representatives) shall be entitled to (a) audit such financial-related books and records as they relate to the invoicing for the Services performed hereunder, upon reasonable notice to Contractor HP and during normal business hours, and (b) make copies and summaries of such financial-related books and records for its use. If Company Sony discovers an overpayment in the amounts paid invoiced by Company to Contractor HP for any period under audit (an “Audit OverpaymentFinding”), Contractor HP shall promptly pay provide a refund for such Audit Overpayment Finding to CompanySony,. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company Sony in respect of the applicable period under audit, Contractor HP shall also reimburse Company Sony for all reasonable costs and expenses incurred by Company Sony in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company Sony in respect of the applicable period under audit, Company Sony shall have the right to re-audit, at ContractorSony’s expense, ContractorHP’s financial-related books and records records, as they relate to the invoicing for the Services performed hereunder, for any and all past years (since the commencement of this Agreement). (iii) 6.3 In the event Contractor HP determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor HP agrees to give Company Sony written notice thereof within ninety (90) days from the date that the work Services which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. ContractorHP’s failure to give Company Sony such notice shall constitute a waiver of any and all rights which Contractor HP may have to any adjustment, charge or reimbursement by reason thereof.

Books and Records; Audits. (ia) Contractor Licensee shall maintain prepare and maintain, in such manner as will allow accountants to perform an audit, complete and accurate accounting recordsbooks of account and records (specifically including, without limitation, the originals or copies of documents and supporting entries in the books of account) covering all transactions arising out of or relating to this Agreement. Licensor and its duly authorized representatives shall retain such records have the right at any time and from time to time (but not more often than one time in each Year), with reasonable notice during regular business hours, for a period the duration of this Agreement and for three (3) years thereafter, to inspect and/or audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement for the entire Term, including, without limitation, detailed sales, inventory, manufacturing, purchasing, invoicing, shipping and transfer documents, customer lists, purchase and sales orders, cost information, pricing policies and the underlying financial statements kept in connection therewith. All such books of account, records and documents shall be kept available by Licensee for at least four (4) years following the date termination or expiration of the invoice to which they relatethis Agreement, or such longer period as may be required by applicable tax laws. (iib) Company (and its duly authorized representatives) shall be entitled to (a) If, as a result of any inspection of any statement or audit such of Licensee's books and records or otherwise, it is determined (following any third party review as they relate provided below) at any time that Licensee's payments to Licensor hereunder were less than the Services performed hereunder, upon reasonable notice amount that should have been paid with respect to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of period by an amount equal to five percent (5%) or more of the aggregate payments made by Company appropriate amount due with respect to the period in respect of the applicable period under auditquestion, Contractor Licensee shall also reimburse Company Licensor for all reasonable costs and expenses of Licensor and its representatives incurred by Company in connection with such any inspection and/or audit pursuant to which the deficiency was discovered and shall make within ten (10) Business Days following Licensor's demand therefor, all payments required to be made to eliminate any deficiency. (c) If, as a result of any inspection of any statement or audit of Licensor's books and records or otherwise, it is determined (following any third party review as provided below) at any time that the collection amount actually expended by Licensor in connection with the advertisement of Articles as provided for herein is five percent (5%) or more less than the amount required to have been expended thereon by Licensor, Licensor shall reimburse Licensee for all reasonable costs and expenses of Licensee and its representatives incurred in connection with any inspection and/or audit pursuant to which the deficiency was discovered and shall, within ten (10) Business Days following Licensee's demand therefor, pay to Licensee the amount of the Audit Overpayment. If any shortfall. (d) Licensor shall prepare and maintain, in such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under manner as will allow accountants to perform an audit, Company complete and accurate books of account and records (specifically including, without limitation, the originals or copies of documents and supporting entries in the books of account) covering all advertising transactions relating to Articles for which it has utilized Advertising Royalties arising out of or relating to this Agreement. Licensee and its duly authorized representatives shall have the right at any time and from time to re-audittime (but not more often than one time every two Years), at Contractor’s expensewith reasonable notice during regular business hours, Contractor’s for the duration of this Agreement and for three (3) years thereafter, to inspect and/or audit said books of account and records and examine all other documents and material in the possession or under the control of Licensor with respect to the subject matter and the terms of this Agreement for any the entire Term. All such books of account, records and all past documents shall be kept available by Licensor for at least four (4) years (since following the commencement termination or expiration of this Agreement), or such longer period as may be required by applicable tax laws. (iiie) In the event Contractor determines that it has any inquiriesa Party disputes the results of an audit, problems or believes there are errors or discrepancies with respect the matter shall be submitted to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise a independent accounting firm mutually agreeable to the inquiry, problem and/or discrepancy, etcParties for resolution. was performedThe decision of the independent accounting firm shall be binding upon the Parties hereto. Contractor’s failure to give Company such notice The Parties shall constitute a waiver share the fees and expenses of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereofthe independent accounting firm equally.

Books and Records; Audits. Licensee and Parlux shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with GAAP complete, accurate and separate books of account and records (ispecifically including without limitation the originals or copies of documents supporting entries in the books of account) Contractor in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee and Parlux shall maintain complete keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and accurate accounting recordsits duly authorized representatives shall have the right, for the duration of this Agreement and shall retain such records for a period of three (3) years following thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the date circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee and/or Parlux with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the invoice above. All such books of account, records, documents and materials shall be kept available by Licensee and/or Parlux for at least three (3) years after the end of the Sales Year to which they relate. (ii) Company (and its duly authorized representatives) shall be entitled to (a) . If, as a result of any audit such of Licensee’s and/or Parlux’s books and records as they relate to records, it is shown that Licensee’s and/or Parlux’s payments were less than the Services performed hereunder, upon reasonable notice to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts amount which should have been paid by Company an amount equal to Contractor for any period under audit * (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5*%) percent or more of the aggregate payments actually made by Company with respect to sales occurring during the period in respect question, Licensee and/or Parlux shall reimburse Licensor for the cost of the applicable period under audit, Contractor shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If shall make all payments required to be made to eliminate any such Audit Overpayment shall be in excess of discrepancy revealed by said audit together with interest accruing thereon within ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractorafter Licensor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereofdemand therefor.

Books and Records; Audits. (i) Contractor Licensee shall maintain prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate accounting books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall retain such records be kept available by Licensee for a period of three at least two (32) years following after the date end of the invoice Annual Period to which they relate. (ii) Company (and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be an error is discovered in excess of five percent (5%) the calculation of the aggregate payments made by Company in respect amounts payable to Licensor, the party that received the benefit of the applicable error shall promptly thereafter pay to the other the amount of overpayment or underpayment, as the case may be. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to * or more of the payments actually made with respect to sales occurring during the period under auditin question, Contractor Licensee shall also reimburse Company Licensor for all reasonable costs and expenses incurred by Company in connection with the cost of such audit and the collection of the Audit Overpaymentnext subsequent audit. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver Licensor's receipt of any and all rights which Contractor may have to royalty statement, or any adjustmentroyalty payment, charge or reimbursement by reason thereofdoes not preclude it from challenging the correctness of that royalty statement.

Books and Records; Audits. (i) Contractor 6.1 Consultant shall maintain complete and accurate accounting records, and shall retain such records for a period of three (3) years following the date of the invoice to which they relate. (ii) 6.2 Company (and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Contractor Consultant and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor Consultant for any period under audit (an “"Audit Overpayment”"), Contractor Consultant shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under audit, Contractor Consultant shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (100%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s Company's expense, Contractor’s Consultant's books and records for any and all past years (since the commencement of this Agreement). (iii) 6.3 In the event Contractor Consultant determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor Consultant agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereof.

Books and Records; Audits. (i) Contractor shall maintain complete and accurate accounting records, and shall retain such records for a period of three (3) years following the date of the invoice to which they relate. (ii) Company (and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under audit, Contractor shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performedis discovered by Contractor. Contractor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereof.

Books and Records; Audits. (i) Contractor shall maintain complete and accurate accounting recordsNotwithstanding Section 9.1 to the contrary, and shall retain such records for a period of three not less than [*] after the expiration of the Deferred Payment Period, the Buyer and its subsidiaries and Affiliates that sell Delatestryl® Product shall keep full, true and accurate books of account sufficient to determine the amounts payable pursuant to this Section 2.4. The Seller shall have the right to have the books and records of the Buyer, its subsidiaries and Affiliates audited by a qualified independent certified public accounting firm selected by the Seller, subject to the Buyer’s approval, which approval shall not be unreasonably withheld or delayed, under appropriate confidentiality provisions, to ascertain the accuracy of the reports and payments under this Section 2.4 for any year during the Deferred Payment Period ending not more than thirty-six (336) years following months prior to the date of the invoice to which they relate. (ii) Company (and its duly authorized representatives) such request. Such audit shall be entitled to conducted upon at least ten (a10) audit such books and records as they relate to the Services performed hereunder, upon reasonable days’ advance written notice to Contractor and during normal business hours, not more than once in each year, and (b) make copies in a manner that does not interfere unreasonably with the business of the audited entity. The accounting firm shall disclose to Seller only whether the royalty reports are correct or incorrect and summaries the specific details concerning any discrepancies. Subject to the Buyer’s right to dispute such amounts, any underpayment determined by such audit shall promptly be paid by the Buyer after delivery to Buyer of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Companyaccounting firm’s report so concluding. In the event such accounting firm concludes that any amounts were overpaid by Buyer during such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under auditperiod, Contractor shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the subject to Seller’s right to re-auditdispute such amounts, at ContractorSeller shall promptly repay Buyer the amount of such overpayment after delivery to Buyer and Seller of such accounting firm’s expense, Contractor’s books and records for written report so concluding. Upon the expiration of [*] following the end of any and all past years (since year the commencement calculation of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies Net Sales Deferred Payments payable with respect to such year shall be binding and conclusive upon Seller and Buyer, and Buyer and Seller shall be released from any amounts due liability or accountability with respect to royalties for such year. Seller and Buyer shall treat all financial information subject to review under this Section 2.4(e) in accordance with the confidentiality provisions of this Agreement and shall cause the accounting firm selected by it to enter into a customary and mutually satisfactory confidentiality agreement with Buyer obligating such firm to retain all such financial information in confidence pursuant to such confidentiality agreement. If the Buyer has underpaid an amount due under this AgreementSection 2.4 by more than the greater of (i) [*] or (ii) [*] of the Net Sales Deferred Payments due hereunder for the period being reviewed, Contractor agrees the Buyer shall reimburse the Seller for the reasonable fees and costs charged by such accounting firm (with all fees and costs of the audit to give Company written notice thereof within ninety (90) days from be borne by the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver of any and Seller in all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereofother cases).

Books and Records; Audits. (i) Contractor Licensee shall maintain prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate accounting books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall retain such records be kept available by Licensee for a period of three at least two (32) years following after the date end of the invoice Annual Period to which they relate. (ii) Company (and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be an error is discovered in excess of five percent (5%) the calculation of the aggregate payments made by Company in respect amounts payable to Licensor, the Party that received the benefit of the applicable error shall promptly thereafter pay to the other the amount of overpayment or underpayment, as the case may be. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to * or more of the payments actually made with respect to sales occurring during the period under auditin question, Contractor Licensee shall also reimburse Company Licensor for all reasonable costs and expenses incurred by Company in connection with the cost of such audit and the collection of the Audit Overpayment. If shall make all payments required to be made to eliminate any such Audit Overpayment shall be in excess of discrepancy revealed by said audit within ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereofafter Licensor's demand therefore.

Books and Records; Audits. (i) Contractor a. Xerox shall maintain complete and accurate accounting records, and shall retain such records for a period of not less than three (3) years following the date of the invoice to which they relate. b. Customer (ii) Company (and and/or its duly authorized representatives) shall be entitled to (a) audit such Xerox’s books and records as they relate to the Services performed hereunder, upon reasonable notice to Contractor Xerox and during normal business hours, . Any such audit activities will be limited to financial and (b) make other records which are required to substantiate the performance of the Services and the accurate billing of charges agreed to in this Agreement. Xerox shall not be required to disclose information unrelated to this Agreement or the performance of the Services and Customer shall not have the right to retain copies and summaries of such Xerox’s books and records for its useto the extent they contain proprietary information of Xerox. If Company Customer discovers an overpayment in the amounts paid by Company Customer to Contractor Xerox for any period under audit (an “Audit Overpayment”), Contractor Xerox shall promptly pay such Audit Overpayment to CompanyCustomer. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company Customer in respect of the applicable period under audit, Contractor Xerox shall also reimburse Company Customer for all reasonable costs and expenses incurred by Company Customer in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) c. In the event Contractor Xerox determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor Xerox agrees to give Company Customer written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. discrepancy was performed. ContractorXerox’s failure to give Company Customer such notice shall constitute a waiver of any and all rights which Contractor Xerox may have to any adjustment, charge or reimbursement by reason thereof.