Common use of Certification and Audit Clause in Contracts

Certification and Audit. Within thirty (30) days of Flexera’s request and no more than once per year, Licensee shall provide a written certification of its compliance with the applicable License Level (including usage by Affiliates and Contractors) for the immediately preceding twelve (12) month period. Such certification shall be provided by a person sufficiently aware of the information being certified to and at a level sufficient to bind Licensee. If Licensee fails to certify, or if Flexera has a good faith belief that Licensee’s certification is inaccurate, Flexera may audit Licensee for the purpose of verifying Licensee’s usage of the SaaS in accordance with the License Level. Audits will (i) only be performed during the term of this Agreement, (ii) require prior notice of at least thirty (30) days, (iii) be conducted during regular business hours, (iv) not unreasonably interfere with the audited party’s business activities, (v) be conducted no more than once per year, and (vi) only cover the immediately preceding two (2) years. If an audit reveals that Licensee intentionally misrepresented its certification, then Licensee shall pay Flexera’s reasonable costs of conducting the audit in addition to any other fees due or refunds required and Flexera may immediately terminate this Agreement and/or all outstanding Orders.

Certification and Audit. Within thirty (30) days of Flexera’s request and no more than once per year, Licensee shall provide a written certification of its compliance with the applicable License Level (including usage by Affiliates and Contractors) for the immediately preceding twelve (12) month period. Such certification shall be provided by a person sufficiently aware of the information being certified to and at a level sufficient to bind Licensee. If Licensee fails to certify, or if Flexera has a good faith belief that Licensee’s certification is inaccurate, Flexera may audit Licensee for the purpose of verifying Licensee’s usage of the SaaS Software in accordance with the License Level. Audits will (i) only be performed during the term of this Agreement, (ii) require prior notice of at least thirty (30) days, (iii) be conducted during regular business hours, (iv) not unreasonably interfere with the audited party’s business activities, (v) be conducted no more than once per year, and (vi) only cover the immediately preceding two (2) years. If an audit reveals that Licensee intentionally misrepresented its certification, then Licensee shall pay Flexera’s reasonable costs of conducting the audit in addition to any other fees due or refunds required and Flexera may immediately terminate this Agreement and/or all outstanding Orders.

Certification and Audit. Within thirty (30) days of Flexera’s request and no more than once per year, Licensee shall provide a written certification of its compliance with the applicable License Level (including usage by Affiliates and Contractors) for the immediately preceding twelve (12) month period. Such certification shall be provided by a person sufficiently aware of the information being certified to and at a level sufficient to bind Licensee. If Licensee fails to certify, or if Flexera has a good faith belief that Licensee’s certification is inaccurate, Flexera may audit Licensee for the purpose of verifying Licensee’s usage of the SaaS Content in accordance with the License Level. Audits will (i) only be performed during the term of this Agreement, (ii) require prior notice of at least thirty (30) days, (iii) be conducted during regular business hours, (iv) not unreasonably interfere with the audited party’s business activities, (v) be conducted no more than once per year, and (vi) only cover the immediately preceding two (2) years. If an audit reveals that Licensee intentionally misrepresented its certification, then Licensee shall pay Flexera’s reasonable costs of conducting the audit in addition to any other fees due or refunds required and Flexera may immediately terminate this Agreement and/or all outstanding Orders.