Formal Audit Sample Clauses

Formal Audit. The Vendor will have the right, at its expense and upon no fewer than 10 working days prior written notice, to audit the Customer’s self-audit report, its Use of the Software and its related records and payments. As part of such audit, the Vendor is entitled to obtain physical and elec- tronic data concerning all Software usage at each of the Customer’s of- fices, regardless of the countries or regions in which these offices are located (the audit may be at the Customer’s facilities or from a remote location, at the Vendor's option). An audit may be conducted either by the Vendor or by its authorised representative, will not interfere un- reasonably with the Customer’s business activities, and will be con- ducted no more often than once per calendar year, unless a previous audit disclosed a material discrepancy. If such audit shows that the Customer has understated its Use of the Software or has otherwise underpaid amounts owing, the Customer must immediately purchase from the Vendor sufficient licenses and maintenance to support the actual use and pay all amounts owing. If such audit shows that the Customer has understated its use of the Software or underpaid amounts owing by more than five percent, the Customer will also pay the reasonable expenses of the audit. The Ven- dor will use the information received during the audit solely for the purposes of this Agreement and will honour any applicable pri- vacy/data protection laws and otherwise maintain the confidentiality of such information. The Customer may request that the formal audit described above be carried out by an independent third party who must be an accountant or qualified auditor approved by the Vendor. The Vendor will not un- reasonably withhold its approval. In such a case, the expense of the audit will be borne entirely by the Customer. Subject to the provisions of this clause, the Vendor will have the right to determine the audit scope and required audit testing and to review the audit work prior to finalization of the audit.

Formal Audit. During the Term and for a period of two years ------------ thereafter, Company agrees to keep and maintain, in a true and accurate manner, all usual and proper records and books of account and all usual and proper entries relating to each unit of Novell Software licensed or distributed including without limitation records of Users and monthly use. In order to verify statements issued by Company and Company's compliance with the terms of this Agreement, Novell may cause (i) an audit to be made of the relevant Company books, records and networks and/or (ii) an inspection to be made of the relevant Company facilities, networks and procedures. Any audit or inspection shall be made by -------------------------------------------------------------------------------- Novell ICSP Agreement Version 1-5 April 4, 2000 Novell, Inc./Insynq, Inc.