Common use of Certification and Audit Clause in Contracts

Certification and Audit. a. Upon Thales’s written request, Licensee shall conduct a review of use of the Software and certify to Thales in a written instrument signed by an authorized representative of Licensee that it is in full compliance with this XXXX and the Order Acknowledgment and, in particular, that it is not using more licenses than have been purchased. In the event of non- compliance, Licensee shall immediately remedy such noncompliance and provide Thales with written notice thereof. Licensee shall provide Thales with all access and assistance as Thales reasonably requests to further evaluate and remedy such noncompliance. b. During the Term, Thales may audit Licensee’s use of the Software to ensure Licensee’s compliance with this XXXX and the Order Acknowledgment, provided that: (i) any such audit shall be conducted on not less than fifteen (15) days’ prior notice to Licensee; and (ii) no more than one audit may be conducted in any twelve (12) month period except for good cause shown. Thales also may, in its sole discretion, audit Licensee’s systems within twelve (12) months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Thales’ personnel or agents conducting such audits and provide all reasonable access to records and information reasonably requested by Thales. Thales may conduct audits only during Licensee’s normal business hours and in a manner that does not unreasonably interfere with the Licensee’s business operations. c. If the audit or any of the measures taken or implemented under this Section 4, determines that the Licensee’s use of the Software exceeds or exceeded the use permitted by this XXXX and the Order Acknowledgment then: (i) Licensee shall, within thirty (30) days following the date of such determination by Thales, pay to Thales the retroactive License Fees for such excess use at the then-current rates for such licenses. (ii) If the use exceeds the use permitted by this XXXX and the Order Acknowledgment by more than ten percent (10%), Licensee shall pay Thales’ reasonable costs incurred in conducting the audit. (iii) If the use exceeds the use permitted by this XXXX and the Order Acknowledgment by more than twenty percent (20%), Thales shall also have the right to terminate this XXXX and the license granted hereunder, effective immediately upon written notice to Licensee. d. Thales’s remedies set forth in this Section 4 are cumulative and are in addition to, and not in lieu of, all other remedies the Thales may have at law or inequity. e. Licensee must provide notice to Thales of the number of copies of the Software the Licensee has made upon Thales’ written request, no more frequently thanannually.

Certification and Audit. a. Upon ThalesXxxxxx’s written request, Licensee shall conduct a review of use of the Software and certify to Thales in a written instrument signed by an authorized representative of Licensee that it is in full compliance with this XXXX EULA and the Order Acknowledgment and, in particular, that it is not using more licenses than have been purchased. In the event of non- compliance, Licensee shall immediately remedy such noncompliance and provide Thales with written notice thereof. Licensee shall provide Thales with all access and assistance as Thales reasonably requests to further evaluate and remedy such noncompliance. b. During the Term, Thales may audit Licensee’s use of the Software to ensure Licensee’s compliance with this XXXX and the Order Acknowledgment, provided that: (i) any such audit shall be conducted on not less than fifteen (15) days’ prior notice to Licensee; and (ii) no more than one audit may be conducted in any twelve (12) month period except for good cause shown. Thales also may, in its sole discretion, audit Licensee’s systems within twelve (12) months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Thales’ personnel or agents conducting such audits and provide all reasonable access to records and information reasonably requested by Thales. Thales may conduct audits only during Licensee’s normal business hours and in a manner that does not unreasonably interfere with the Licensee’s business operations. c. If the audit or any of the measures taken or implemented under this Section 4, determines that the Licensee’s use of the Software exceeds or exceeded the use permitted by this XXXX EULA and the Order Acknowledgment then: (i) Licensee shall, within thirty (30) days following the date of such determination by ThalesXxxxxx, pay to Thales the retroactive License Fees for such excess use at the then-current rates for such licenses. (ii) If the use exceeds the use permitted by this XXXX EULA and the Order Acknowledgment by more than ten percent (10%), Licensee shall pay Thales’ reasonable costs incurred in conducting the audit. (iii) If the use exceeds the use permitted by this XXXX EULA and the Order Acknowledgment by more than twenty percent (20%), Thales shall also have the right to terminate this XXXX EULA and the license granted hereunder, effective immediately upon written notice to Licensee. d. ThalesXxxxxx’s remedies set forth in this Section 4 are cumulative and are in addition to, and not in lieu of, all other remedies the Thales may have at law or inequity. e. Licensee must provide notice to Thales of the number of copies of the Software the Licensee has made upon ThalesXxxxxx’ written request, no more frequently thanannually.

Certification and Audit. a. Upon Thales’s written request, Licensee shall conduct a review of use of the Software and certify to Thales in a written instrument signed by an authorized representative of Licensee that it is in full compliance with this XXXX and the Order Acknowledgment and, in particular, that it is not using more licenses than have been purchased. In the event of non- non-compliance, Licensee shall immediately remedy such noncompliance and provide Thales with written notice thereof. Licensee shall provide Thales with all access and assistance as Thales reasonably requests to further evaluate and remedy such noncompliance. b. During the Term, Thales may audit Licensee’s use of the Software to ensure Licensee’s compliance with this XXXX and the Order Acknowledgment, provided that: (i) any such audit shall be conducted on not less than fifteen (15) days’ prior notice to Licensee; and (ii) no more than one audit may be conducted in any twelve (12) month period except for good cause shown. Thales also may, in its sole discretion, audit Licensee’s systems within twelve (12) months after the end of the Term to ensure Licensee has ceased use of the Software and removed all copies of the Software from such systems as required hereunder. The Licensee shall fully cooperate with Thales’ personnel or agents conducting such audits and provide all reasonable access to records and information reasonably requested by Thales. Thales may conduct audits only during Licensee’s normal business hours and in a manner that does not unreasonably interfere with the Licensee’s business operations. c. If the audit or any of the measures taken or implemented under this Section 4, determines that the Licensee’s use of the Software exceeds or exceeded the use permitted by this XXXX and the Order Acknowledgment then: (i) Licensee shall, within thirty (30) days following the date of such determination by Thales, pay to Thales the retroactive License Fees for such excess use at the then-current rates for such licenses. (ii) If the use exceeds the use permitted by this XXXX and the Order Acknowledgment by more than ten percent (10%), Licensee shall pay Thales’ reasonable costs incurred in conducting the audit. (iii) If the use exceeds the use permitted by this XXXX and the Order Acknowledgment by more than twenty percent (20%), Thales shall also have the right to terminate this XXXX and the license granted hereunder, effective immediately upon written notice to Licensee. d. Thales’s remedies set forth in this Section 4 are cumulative and are in addition to, and not in lieu of, all other remedies the Thales may have at law or inequityin equity. e. Licensee must provide notice to Thales of the number of copies of the Software the Licensee has made upon Thales’ written request, no more frequently thanannuallythan annually.