Common use of Compliance Measures Clause in Contracts

Compliance Measures. The Licensee shall use reasonable efforts to ensure its compliance, and compliance by any Third Party to which it sells or supplies Licensed Product, with the terms of this Clause 10, including implementing the following measures: 10.2.1 Prior to any sale or supply of Licensed Product, the Licensee shall give written notice to a Third Party to which it intends to sell or supply Licensed Product of the restrictions contained in this Clause 10, and except where such sale or supply is made directly by the Licensee to a relevant Government (as defined under Clause 1.48), and without prejudice to its obligations under Clause 10.1.3, the Licensee shall obtain written undertakings from such Third Party that the Third Party will sell, supply and/or use the Licensed Product in compliance with the restrictions imposed by this Agreement, including the restrictions regarding Permitted Market and Field; 10.2.2 The Licensee shall assist the Licensor to secure compliance by a Third Party to which it has sold or supplied Licensed Product with this Clause 10 and the restrictions which it contemplates; 10.2.3 The Licensee shall maintain a quick and efficient batch trace procedure following the GS1 Global Traceability or comparable standards so as to enable the identification and location of Licensed Product from individual batches with minimal delay; 10.2.4 The Licensee shall implement the batch trace procedure referred to in Clause 10.2.3 at the request of the Licensor if at any time the Licensor is of the opinion that any batch or batches of the Licensed Product have been, or may have been, diverted outside the Permitted Market, or Field; and 10.2.5 The Licensee shall ensure, before each sale or supply of Licensed Product, that the volume of Licensed Product it intends to sell or supply is commensurate with the demand for Licensed Product for the proposed Usage Period in the Permitted Market, as such demand is reasonably estimated by the Licensee. Where the volume of Licensed Product to be sold or supplied exceeds such demand (as reasonably estimated by the Licensee), the Licensee shall take all reasonable steps to ensure that the relevant sale or supply will not breach the terms of this Agreement, including the restrictions regarding Permitted Market.

Compliance Measures. (a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against any use of the Software that is prohibited under Section 4. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. (b) During the Term, Licensor may, in Licensor’s sole discretion, audit Licensee’s use reasonable efforts of the Software to ensure its complianceLicensee’s compliance with this Agreement. (c) If any of the measures taken or implemented under this Section 6 determines that the Licensee’s use of the Software exceeds or exceeded the use permitted by this Agreement then: (i) Licensee shall, within ten (10) days following the date of Licensor’s written notification thereof, pay to Licensor the retroactive License Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 6(c)(iii), obtain and pay for a valid license to bring Licensee’s use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the Acceptance date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and compliance by continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any Third Party discount to which it sells Licensee may have been entitled had such use been properly licensed prior to its Acceptance (or supplies Licensed Productdeemed commencement). (ii) If the use exceeds or exceeded the use permitted by this Agreement by more than 10%, with the terms of this Clause 10, including implementing the following measures: 10.2.1 Prior to any sale or supply of Licensed Product, the Licensee shall give also pay to Licensor, within 10 days following the date of Licensor’s written request therefor, Licensor’s reasonable costs incurred in conducting the audit. (iii) If the use exceeds or exceeded the use permitted by this Agreement by more than 10%, Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to a Third Party to which it intends to sell or supply Licensed Product of the restrictions contained Licensee. Licensor’s remedies set forth in this Clause 10Section 6(c) are cumulative and are in addition to, and except where such sale or supply is made directly by the Licensee to a relevant Government (as defined under Clause 1.48)not in lieu of, and without prejudice to its obligations under Clause 10.1.3, the Licensee shall obtain written undertakings from such Third Party that the Third Party will sell, supply and/or use the Licensed Product in compliance with the restrictions imposed by this Agreement, including the restrictions regarding Permitted Market and Field; 10.2.2 The Licensee shall assist all other remedies the Licensor to secure compliance by a Third Party to which it has sold or supplied Licensed Product with this Clause 10 and the restrictions which it contemplates; 10.2.3 The Licensee shall maintain a quick and efficient batch trace procedure following the GS1 Global Traceability or comparable standards so as to enable the identification and location of Licensed Product from individual batches with minimal delay; 10.2.4 The Licensee shall implement the batch trace procedure referred to in Clause 10.2.3 at the request of the Licensor if at any time the Licensor is of the opinion that any batch or batches of the Licensed Product have been, or may have beenat law or in equity, diverted outside the Permitted Market, whether under this Agreement or Field; and 10.2.5 The Licensee shall ensure, before each sale or supply of Licensed Product, that the volume of Licensed Product it intends to sell or supply is commensurate with the demand for Licensed Product for the proposed Usage Period in the Permitted Market, as such demand is reasonably estimated by the Licensee. Where the volume of Licensed Product to be sold or supplied exceeds such demand (as reasonably estimated by the Licensee), the Licensee shall take all reasonable steps to ensure that the relevant sale or supply will not breach the terms of this Agreement, including the restrictions regarding Permitted Marketotherwise.