Fees and Audit Clause Samples

The "Fees and Audit" clause defines the obligations regarding payment of fees and the right to audit financial records related to the agreement. Typically, it outlines how and when fees are to be paid, and grants one or both parties the ability to review relevant financial documents to verify the accuracy of payments or compliance with financial terms. This clause ensures transparency and accountability in financial transactions, helping to prevent disputes over payments and detect any discrepancies or errors.
Fees and Audit. 4.1 Amounts specified in an Order are exclusive of applicable sales, use, VAT, consumption, and any other taxes. Customer shall timely pay all such taxes. Customer will indemnify ▇▇▇▇▇▇▇.▇▇ and hold ▇▇▇▇▇▇▇.▇▇ harmless from and against any such taxes and will promptly reimburse ▇▇▇▇▇▇▇.▇▇ for the amount of any taxes that ▇▇▇▇▇▇▇.▇▇ is required to or otherwise pays as a result of Customer’s failure to pay such amount. 4.2 Each Order will be due and payable annually in advance, within thirty (30) days from the date of ▇▇▇▇▇▇▇.▇▇’s invoice. ▇▇▇▇▇▇▇.▇▇ will distribute temporary license keys to Customer until such time an applicable invoice is paid in full. ▇▇▇▇▇▇▇.▇▇ may assess finance fees of 1.5% per month for any late payments. Additionally, ▇▇▇▇▇▇▇.▇▇ reserves the right to suspend or terminate Customer’s access to the Software without liability to Customer if Customer fails to cure any instance of non-payment within 15 days of receipt of notice from ▇▇▇▇▇▇▇.▇▇. 4.3 Customer’s Affiliates may license under this MSA provided they agree to be bound by the terms and conditions herein and execute an Order. Any Affiliate Order does not relieve Customer of its obligations under this MSA. 4.4 Customer agrees that, upon ▇▇▇▇▇▇▇.▇▇’s request during or after any Subscription period, Customer shall provide ▇▇▇▇▇▇▇.▇▇ in writing with a summary of its usage of the Software. Customer shall immediately owe and pay fees associated with usage in excess of the Software amounts licensed and promptly (and in no event more than 15 days after becoming aware thereof) remedy any underpayments revealed during an audit both retroactively as well as prospectively for the remainder of the Subscription term. 4.5 Customer shall maintain complete, current and accurate records of the location of each copy of the Software in Customer’s possession for at least five (5) years. Furthermore, Customer shall maintain the location of all Users thereof, the number of all Users under the MSA.
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Fees and Audit. 3.1 All amounts specified in the applicable Order are exclusive applicable sales, use, VAT and other consumption taxes and other taxes. 3.2 The total non-refundable, non-cancellable Subscription fees for each Order will be due and payable within thirty (30) days from the date of Supplier’s invoice. Supplier may assess finance fees of 1.5% per month for any late payments. 3.3 Subscription fees shall be paid by Client annually in advance as specified in the applicable Order. 3.4 Upon expiration of the Initial Term, Supplier may apply an overall market increase and/or usage increase to the Subscription fee(s). 3.5 Client will pay all applicable sales, use, VAT, and other consumption taxes and other taxes. 3.6 Rather than having Supplier request access to Client’s premises or to its systems, Client agrees that within thirty (30) days of the end of any Subscription 12-month period, Client shall provide Supplier in writing with a summary of its usage of the Software, including an average and maximum number of users, hosts or other metrics as described in any Order. Client shall remedy any underpayments revealed during the audit both retroactively as well as prospectively for the remainder of the Subscription term. 3.7 The Subscription is ordered annually in advance of Supplier’s provision of the Subscription. 3.8 Except as otherwise explicitly provided herein, Subscription fees paid are non-refundable.
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Fees and Audit. 4.1 Reserved.
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Fees and Audit. 4.1 All amounts specified in the applicable Order are exclusive applicable sales, use, VAT and other consumption taxes and other taxes. 4.2 The total non-refundable, non-cancellable Subscription fees and the fees for Professional Services, if any, for each Order will be due and payable within thirty (30) days from the date of Supplier’s invoice. Supplier may assess finance fees of 1.5% per month for any late payments. 4.3 Subscription fees shall be paid by Client annually in advance as specified in the applicable Order. 4.4 Upon expiration of the Initial Term, Supplier may apply an overall market increase and/or usage increase to the Subscription fee(s). 4.5 Client will pay all applicable sales, use, VAT, and other consumption taxes and other taxes. 4.6 Client agrees that within thirty (30) days of the end of any Subscription 12-month period, Client shall provide Supplier in writing with a summary of its usage of the Software, including an average and maximum number of users, hosts or other metrics as described in any Order. Client shall remedy any underpayments revealed during the audit both retroactively as well as prospectively for the remainder of the Subscription term. 4.7 The Subscription is ordered annually in advance of Supplier’s provision of the Subscription. 4.8 Except as otherwise explicitly provided herein, Subscription fees paid and the fees for Professional Services, if any, are non-refundable.
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Fees and Audit. 4.1 Amounts specified in an Order are exclusive of applicable sales, use, VAT, consumption, and any other taxes. Customer shall timely pay all such taxes. Customer will indemnify ▇▇▇▇▇▇▇.▇▇ and hold ▇▇▇▇▇▇▇.▇▇ harmless from and against any such taxes and will promptly reimburse ▇▇▇▇▇▇▇.▇▇ for the amount of any taxes that ▇▇▇▇▇▇▇.▇▇ is required to or otherwise pays as a result of Customer’s failure to pay such amount. 4.2 Each Order will be due and payable annually in advance, on the due date(s) stated within the applicable Order. ▇▇▇▇▇▇▇.▇▇ may distribute temporary license keys to Customer until such time an applicable invoice is paid in full. ▇▇▇▇▇▇▇.▇▇ may assess finance fees of 1.5% per month for any late payments. Additionally, ▇▇▇▇▇▇▇.▇▇ reserves the right to suspend or terminate Customer’s access to the Software without liability to Customer if Customer fails to cure any instance of non-payment within 15 days of receipt of notice from ▇▇▇▇▇▇▇.▇▇. 4.3 Customer agrees that, upon ▇▇▇▇▇▇▇.▇▇’s request during or after any Subscription period, Customer shall provide ▇▇▇▇▇▇▇.▇▇ in writing with a summary of its usage of the Software. Customer shall immediately owe and pay fees associated with usage in excess of the Software amounts licensed and promptly (and in no event more than 15 days after becoming aware thereof) remedy any underpayments revealed during an audit both retroactively as well as prospectively for the remainder of the Subscription term. 4.4 Customer shall maintain complete, current and accurate records of the location of each copy of the Software in Customer’s possession for at least five (5) years. Furthermore, Customer shall maintain the location of all Users thereof, and the number of all Users under the MSA.
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Fees and Audit. 3.1. Authorized OEM shall obtain licenses to McAfee Products from the Distributor listed on Exhibit B, unless otherwise agreed in writing by the parties. Authorized OEM agrees to pay all license fees for each McAfee Products Image on each unit distributed by Authorized OEM, as well as any Support fees, to the Distributor. McAfee licenses the McAfee Products based on the number of contemporaneously active software images included by the Authorized OEM on the Combined Offering that may be run at any given time; on certain servers, virtual machines and/or other devices that may contain and operate multiple operating systems, the number of McAfee Products for licensing purposes may be more than one and is dependent upon how many McAfee Products images are active. Authorized OEM agrees that McAfee Products are purchased for immediate sell through to End Users and may not be purchased for inventory stocking. Authorized OEM shall look solely to Distributor for Support. 3.2. Authorized OEM shall maintain for a period of one (1) year following the termination or expiration of this Agreement a complete, clear, and accurate record of the number of units of Combined Offerings distributed, sold or otherwise transferred, amounts invoiced and payments received therefore during such fiscal year sufficient to audit and recalculate any fees due or owing to Distributor and to McAfee. McAfee shall have the right to inspect and audit, or to have an independent third party nationally recognized audit firm, perform an inspection and audit, of all the relevant accounting, sales books and records of Authorized OEM related solely to this Agreement. Any such audit may be requested only once per annum and upon at least thirty (30) day s advance written notice and shall be conducted during normal business hours. Such independent audit firm must execute an industry standard non-disclosure agreement prior to conducting any such audit and may only disclose to McAfee the amount of underreporting for the prior year, if any. If the underreporting exceeds five percent (5%) of the amount due for the period by which the audit was required, Authorized OEM shall bear the cost of such audit.
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Fees and Audit. 3.1 Sublicensor grants Sublicensee a fee free right to use for the Licensed Properties. 3.2 Sublicensee shall pay all taxes, including any use tax (and any related interest or penalty), however designated, imposed as a result of the existence or operation of this Agreement, except any income tax imposed upon Sublicensor by any governmental entity within the United States proper (the fifty (50) states and the District of Columbia). If Sublicensor is required to collect a tax to be paid by Sublicensee, Sublicensee shall pay such tax to Sublicensor on demand. 3.3 Sublicensor may cause an audit to be made at its expense (except as provided herein) of the applicable records to verify Sublicensee’s compliance under this Agreement. Any such audit shall be conducted during regular business hours at Sublicensee's offices and in such a manner as not to interfere with Sublicensee's normal business activities.
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Fees and Audit. 4.1 All amounts specified in the applicable Order are exclusive applicable sales, use, VAT and other consumption taxes and other taxes. 4.2 The total non-refundable, non-cancellable Subscription fees and the fees for Professional Services, if any, for each Order will be due and payable within thirty (30) days from the date of Supplier’s invoice. Supplier may assess finance fees of 1.5% per month for any late payments. 4.3 Subscription fees shall be paid by Client annually in advance as specified in the applicable Order. 4.4 Upon expiration of the Initial Term, Supplier may apply an overall market increase and/or usage increase to the Subscription fee(s). 4.5 Client will pay all applicable sales, use, VAT, and other consumption taxes and other taxes. 4.6 Client agrees that either (i) upon Supplier's written request, or (ii) within thirty (30) days of the end of any Subscription 12-month period, Client shall promptly provide Supplier in writing with a summary of its usage of the Software, including an average and maximum number of Users, Nodes, or other metrics as described in any Order. Client shall remedy any underpayments revealed during the audit both retroactively as well as prospectively for the remainder of the Subscription term. 4.7 The Subscription is ordered annually in advance of Supplier’s provision of the Subscription. 4.8 Except as otherwise explicitly provided herein, Subscription fees paid and the fees for Professional Services, if any, are non-refundable.
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Fees and Audit 
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Related to Fees and Audit

  • INSPECTIONS AND AUDITS 30 A. ADMINISTRATOR, any authorized representative of COUNTY, any authorized representative 31 of the State of California, the Secretary of the United States Department of Health and Human Services, 32 the Comptroller General of the United States, or any other of their authorized representatives, shall have 33 access to any books, documents, and records, including but not limited to, financial statements, general 34 ledgers, relevant accounting systems, medical and client records, of CONTRACTOR that are directly 35 pertinent to this Agreement, for the purpose of responding to a beneficiary complaint or conducting an 36 audit, review, evaluation, or examination, or making transcripts during the periods of retention set forth 37 in the Records Management and Maintenance Paragraph of this Agreement. Such persons may at all 1 reasonable times inspect or otherwise evaluate the services provided pursuant to this Agreement, and the 2 premises in which they are provided. 3 B. CONTRACTOR shall actively participate and cooperate with any person specified in 4 Subparagraph A. above in any evaluation or monitoring of the services provided pursuant to this 5 Agreement, and shall provide the above–mentioned persons adequate office space to conduct such 6 evaluation or monitoring. 7 C. AUDIT RESPONSE 8 1. Following an audit report, in the event of non–compliance with applicable laws and 9 regulations governing funds provided through this Agreement, COUNTY may terminate this Agreement 10 as provided for in the Termination Paragraph or direct CONTRACTOR to immediately implement 11 appropriate corrective action. A plan of corrective action shall be submitted to ADMINISTRATOR in 12 writing within thirty (30) calendar days after receiving notice from ADMINISTRATOR. 13 2. If the audit reveals that money is payable from one party to the other, that is, reimbursement 14 by CONTRACTOR to COUNTY, or payment of sums due from COUNTY to CONTRACTOR, said 15 funds shall be due and payable from one party to the other within sixty (60) calendar days of receipt of 16 the audit results. If reimbursement is due from CONTRACTOR to COUNTY, and such reimbursement 17 is not received within said sixty (60) calendar days, COUNTY may, in addition to any other remedies 18 provided by law, reduce any amount owed CONTRACTOR by an amount not to exceed the 19 reimbursement due COUNTY. 20 D. CONTRACTOR shall retain a licensed certified public accountant, who will prepare an annual 21 Single Audit as required by 31 USC 7501 – 7507, as well as its implementing regulations under 2 CFR 22 Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal 23 Awards. CONTRACTOR shall forward the Single Audit to ADMINISTRATOR within fourteen (14) 24 calendar days of receipt. 25 E. CONTRACTOR shall forward to ADMINISTRATOR a copy of any audit report within 26 fourteen (14) calendar days of receipt. Such audit shall include, but not be limited to, management, 27 financial, programmatic or any other type of audit of CONTRACTOR’s operations, whether or not the 28 cost of such operation or audit is reimbursed in whole or in part through this Agreement. 29

  • Checks and Audits The parties of the agreement undertake to provide any detailed information requested by the European Commission, the National Agency of [country] or by any other outside body authorised by the European Commission or the National Agency of [country] to check that the mobility period and the provisions of the agreement are being properly implemented.

  • INSPECTION AND AUDIT The CONTRACTOR shall maintain, and the LEA shall have the right to examine and audit all of the books, records, documents, accounting procedures and practices and other evidence that reflect all costs claimed to have been incurred or fees claimed to have been earned under this Agreement. CONTRACTOR shall provide access to LEA to all records including, but not limited to: student records as defined by California Education Code section 49061(b); registers and roll books of teachers; daily service logs and notes or other documents used to record the provision of related services; Medi-Cal/daily service logs and notes used to record provision of services provided by instructional assistants, behavior intervention aides, bus aides, and supervisors; absence verification records (parent/doctor notes, telephone logs, and related documents); bus rosters; staff lists specifying credentials held, business licenses held, documents evidencing other qualifications, social security numbers, dates of hire, and dates of termination; staff time sheets; non-paid staff and volunteer sign-in sheets; transportation and other related service subcontracts; school calendars; bell/class schedules when applicable; liability and worker’s compensation insurance policies; state NPS/A certifications; by-laws; lists of current board of directors/trustees, if incorporated; other documents evidencing financial expenditures; federal/state payroll quarterly reports Form 941/DE3DP; and bank statements and canceled checks or facsimile thereof. Such access shall include unannounced inspections by ▇▇▇. CONTRACTOR shall make available to LEA all budgetary information including operating budgets submitted by CONTRACTOR to LEA for the relevant contract period being audited. CONTRACTOR shall make all records available at the office of LEA or CONTRACTOR’s offices (to be specified by ▇▇▇) at all reasonable times and without charge. All records shall be provided to LEA within five (5) working days of a written request from ▇▇▇. CONTRACTOR shall, at no cost to LEA, provide assistance for such examination or audit. ▇▇▇’s rights under this section shall also include access to CONTRACTOR’s offices for purposes of interviewing CONTRACTOR’s employees. If any document or evidence is stored in an electronic form, a hard copy shall be made available to the LEA, unless the LEA agrees to the use of the electronic format. CONTRACTOR shall obtain from its subcontractors and suppliers written agreements to the requirements of this section and shall provide a copy of such agreements to LEA upon request by ▇▇▇. If an inspection, review, or audit by ▇▇▇, a state agency, a federal agency, and/or an independent agency/firm determines that CONTRACTOR owes LEA monies as a result of CONTRACTOR’s over billing or failure to perform, in whole or in part, any of its obligations under this Master Contract, LEA shall provide to CONTRACTOR written notice demanding payment from CONTRACTOR and specifying the basis or bases for such demand. Unless CONTRACTOR and ▇▇▇ otherwise agree in writing, CONTRACTOR shall pay to LEA the full amount owed as result of CONTRACTOR’s over billing and/or failure to perform, in whole or in part, any of its obligations under this Master Contract, as determined by an inspection, review, or audit by ▇▇▇, a state agency, a federal agency, and/or an independent agency/firm. CONTRACTOR shall make such payment to LEA within thirty (30) days of receipt of ▇▇▇’s written notice demanding payment.

  • Certifications and Audits Company shall promptly complete and return to BNYM any certifications which BNYM in its sole discretion may from time to time send to Company, certifying that Company is using the Licensed System in strict compliance with the terms and conditions set forth in this Agreement. BNYM may, at its expense and after giving reasonable advance written notice to Company, enter Company locations during normal business hours and audit Company’s utilization of the Licensed System, the number of copies of the Documentation in Company’s possession, and the scope of use and information pertaining to Company’s compliance with the provisions of this Agreement. The foregoing right may be exercised directly by BNYM or by delegation to an independent auditor acting on its behalf. If BNYM discovers that there is any unauthorized scope of use or that Company is not in compliance with the aforementioned provisions, Company shall reimburse BNYM for the full costs incurred in conducting the audit.

  • ACCOUNTS AND AUDIT 18.1 The Supplier shall keep proper and accurate books and records, including all invoices, receipts and vouchers, relating to the Services and all expenditures and commitments made in connection therewith. The Supplier shall make such books and records available to the Local Government for review or audit within ten (10) days following receipt of a request from the Local Government to do so. The Supplier agrees that it shall retain all such books and records and make them available for review or audit by the Local Government for a period of three (3) years after the date of final payment by the Local Government hereunder. Any review or audit by the Local Government pursuant to this Section 18.1 shall be carried out by the Local Government at the Local Government’s expense.