Common use of Compliance Verification Clause in Contracts

Compliance Verification. Licensee must have a commercially-reasonable process in place to track (i) the number of Licensed Developers using the Licensed Software, (ii) with regard to the licensing of Licensed Computers, the number of computers on which Applications are deployed, as well as the platforms used by and the number of CPUs and cores contained on such computers, (iii) with regard to licensing of Licensed Users, the number of Licensed Users in order to ensure that the appropriate license fees have been paid and, (iv) with regard to the licensing of Licensed Instances, the scope of usage of Applications on such instances in order to ensure that the appropriate license fees have been paid. Licensee will, upon Rogue Wave’s request, certify in writing the number of Licensed Developers and Licensed Users using the Licensed Software and/or the number and deployment details of computers and/or instances on which the Licensed Software is deployed, on a per product basis. Upon providing Licensee advance notice, Rogue Wave, or a mutually approved independent representative, will be permitted to verify Licensee’s compliance with the terms of this License Agreement. Any such verification process will be: (a) restricted in scope, documentation, manner, and duration to that which is reasonably necessary to achieve its purpose; and (b) conducted during regular business hours at Licensee’s facilities if a remote verification process is not possible. Rogue Wave will not unreasonably interfere with Licensee’s business activities during such verification process. Licensee will be liable for promptly remedying any underpayments revealed during the audit at the then-current list price.