Common use of Compliance Verification Clause in Contracts

Compliance Verification. Customer agrees to maintain and use systems and procedures to accurately track, document, and report its installations, acquisitions and usage of the Software. Such systems and procedures shall be sufficient to determine if Customer’s deployment of the Software or, if applicable, use of the SaaS Software is within the quantities, Product Terms, and maintenance releases to which it is entitled. Quest or its designated auditing agent shall have the right to audit Customer's deployment of the Software or, if applicable, use of the SaaS Software for compliance with the terms and conditions of this Agreement and the applicable Order(s). Any such audits shall be scheduled at least ten (10) days in advance and shall be conducted during normal business hours at Customer's facilities and shall be in accordance with Ordering Activity’s security requirements. Customer shall provide its full cooperation and assistance with such audit and provide access to the applicable records and computers. Without limiting the generality of the foregoing, as part of the audit, Quest may request, and Customer agrees to provide, a written report, signed by an authorized representative, listing Customer's then current deployment of On-Premise Software and/or the number of individuals that have accessed and used SaaS Software. If Customer's deployment of the Software or, if applicable, use of the SaaS Software is found to be greater than its purchased entitlement to such Software, Customer will be invoiced for the over-deployed quantities at Quest’s then current GSA Schedule list price plus the applicable Maintenance Services. All such amounts shall be payable in accordance with this Agreement. The requirements of this Section shall survive for two (2) years following the termination of the last License governed by this Agreement.

Compliance Verification. Customer agrees to maintain and use systems and procedures to accurately track, document, and report its installations, acquisitions and usage of the Software. Such systems and procedures shall be sufficient to determine if Customer’s deployment of the Software or, if applicable, use of the SaaS Software is within the quantities, Product Terms, and maintenance releases to which it is entitled. Quest Dell or its designated auditing agent shall have the right to audit Customer's deployment of the Software or, if applicable, use of the SaaS Software for compliance with the terms and conditions of this Agreement and the applicable Order(s). Any such audits shall be scheduled at least ten (10) days in advance and shall be conducted during normal business hours at Customer's facilities and shall be in accordance with Ordering Activity’s security requirementsfacilities. Customer shall provide its full cooperation and assistance with such audit and provide access to the applicable records and computers. Without limiting the generality of the foregoing, as part of the audit, Quest Dell may request, and Customer agrees to provide, a written report, signed by an authorized representative, listing Customer's then current deployment of On-Premise Software and/or the number of individuals that have accessed and used SaaS Software. If Customer's deployment of the Software or, if applicable, use of the SaaS Software is found to be greater than its purchased entitlement to such Software, Customer will be invoiced for the over-deployed quantities at QuestDell’s then current GSA Schedule list price plus the applicable Maintenance ServicesServices and applicable over-deployment fees. All such amounts shall be payable in accordance with this Agreement. Additionally, if the unpaid fees exceed five percent (5%) of the fees paid for the applicable Software, then Customer shall also pay Dell's reasonable costs of conducting the audit. The requirements of this Section shall survive for two (2) years following the termination of the last License governed by this Agreement.

Compliance Verification. Customer agrees to maintain and use systems and procedures to accurately track, document, and report its installations, acquisitions and usage of the Software. Such systems and procedures shall be sufficient to determine if Customer’s deployment of the Software or, if applicable, use of the SaaS Software is within the quantities, Product Terms, and maintenance releases to which it is entitled. Quest One Identity or its designated auditing agent shall have the right to audit Customer's deployment of the Software or, if applicable, use of the SaaS Software for compliance with the terms and conditions of this Agreement and the applicable Order(s). Any such audits shall be scheduled at least ten (10) days in advance and shall be conducted during normal business hours at Customer's facilities and shall be in accordance with Ordering Activity’s security requirements. Customer shall provide its full cooperation and assistance with such audit and provide access to the applicable records and computers. Without limiting the generality of the foregoing, as part of the audit, Quest One Identity may request, and Customer agrees to provide, a written report, signed by an authorized representative, listing Customer's then current deployment of On-Premise Software and/or the number of individuals that have accessed and used SaaS Software. If Customer's deployment of the Software or, if applicable, use of the SaaS Software is found to be greater than its purchased entitlement to such Software, Customer will be invoiced for the over-deployed quantities at QuestOne Identity’s then current GSA Schedule list price plus the applicable Maintenance Services. All such amounts shall be payable in accordance with this Agreement. The requirements of this Section shall survive for two (2) years following the termination of the last License governed by this Agreement.

Compliance Verification. Customer agrees to maintain and use systems and procedures to accurately track, document, and report its installations, acquisitions and usage of the Software. Such systems and procedures shall be sufficient to determine if Customer’s deployment of the Software or, if applicable, use of the SaaS Software is within the quantities, Product Terms, and maintenance releases to which it is entitled. Quest AgreeYa or its designated auditing agent shall have the right to audit Customer's deployment of the Software or, if applicable, use of the SaaS Software for compliance with the terms and conditions of this Agreement and the applicable Order(s). Any such audits shall be scheduled at least ten (10) days in advance and shall be conducted during normal business hours at Customer's facilities and shall be in accordance with Ordering Activity’s security requirementsfacilities. Customer shall provide its full cooperation and assistance with such audit and provide access to the applicable records and computers. Without limiting the generality of the foregoing, as part of the audit, Quest AgreeYa may request, and Customer agrees to provide, a written report, signed by an authorized representative, listing Customer's then current deployment of On-Premise Software and/or the number of individuals that have accessed and used SaaS Software. If Customer's deployment of the Software or, if applicable, use of the SaaS Software is found to be greater than its purchased entitlement to such Software, Customer will be invoiced for the over-deployed quantities at QuestAgreeYa’s then current GSA Schedule list price plus the applicable Maintenance ServicesServices and applicable over-deployment fees. All such amounts shall be payable in accordance with this Agreement. Additionally, if the unpaid fees exceed five percent (5%) of the fees paid for the applicable Software, then Customer shall also pay AgreeYa's reasonable costs of conducting the audit. The requirements of this Section shall survive for two (2) years following the termination of the last License governed by this Agreement.

Compliance Verification. Customer agrees to maintain and use systems and procedures to accurately track, document, and report its installations, acquisitions and usage of the Software. Such systems and procedures shall be sufficient to determine if Customer’s deployment of the Software or, if applicable, use of the Software under a SaaS Software License is within the quantities, Product Termsterms, and maintenance releases to which it is entitled. Quest SonicWall or its designated auditing agent shall have the right to audit Customer's deployment of the Software or, if applicable, use of the SaaS Software for compliance with the terms and conditions of this Agreement and the applicable Order(s)Software. Any such audits shall be scheduled at least ten (10) days in advance and shall be conducted during normal business hours remotely or at Customer's facilities and shall be in accordance with Ordering Activity’s security requirementsfacilities. Customer shall provide its full cooperation and assistance with such audit and provide access to the applicable records and computers. Without limiting the generality of the foregoing, as part of the audit, Quest SonicWall may request, and Customer agrees to provide, a written report, signed by an authorized representative, listing Customer's then current deployment of On-Premise the Software and/or the number of individuals that have accessed and used SaaS SoftwareSoftware as well as any other information as may be requested by SonicWall. If Customer's deployment of the Software or, if applicable, or use of the SaaS Software is found to be greater than its purchased entitlement to such Software, Customer will be invoiced for the over-deployed quantities at QuestSonicWall’s then current GSA Schedule list price without any deduction of discounts, rebates, incentives or other amounts plus the applicable Maintenance ServicesServices and applicable over-deployment fees. All such amounts shall be payable in accordance with this Agreement. Additionally, if the unpaid fees exceed five percent (5%) of the fees paid for the applicable Software, then Customer shall also pay SonicWall's reasonable costs of conducting the audit. The requirements of this Section shall survive for two (2) years following the expiration or termination of the last License governed by this Agreement.