Common use of Formal Audit Clause in Contracts

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. 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 reportre- port, 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 electronic data concerning all Software usage at each of the Customer’s of- ficesoffices, regardless regard- less of the countries or regions in which these offices are located (the audit au- dit 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 authorized representative, will not interfere un- reasonably unreasonably with the Customer’s business activities, and will be con- ducted conducted no more often than once per calendar year, unless a previous audit disclosed a material discrepancydis- crepancy. If such audit shows that the Customer has understated its Use of the Software Soft- xxxx or has otherwise underpaid amounts owing, the Customer must immediately im- mediately 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 Soft- xxxx or underpaid amounts owing by more than five percent, the Customer Cus- tomer will also pay the reasonable expenses of the audit. The Ven- dor Vendor will use the information received during the audit solely for the purposes of this Agreement and will honour honor any applicable pri- vacyprivacy/data protection laws and otherwise maintain the confidentiality of such information. The Customer may request that the formal audit described above be carried car- ried out by an independent third party who must be an accountant or qualified auditor approved by the Vendor. The Vendor will not un- reasonably unreason- ably 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. 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 reportre- port, 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 electronic data concerning all Software usage at each of the Customer’s of- ficesoffices, regardless regard- less of the countries or regions in which these offices are located (the audit au- dit 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 authorized representative, will not interfere un- reasonably unreasonably with the Customer’s business activities, and will be con- ducted conducted no more often than once per calendar year, unless a previous audit disclosed a material discrepancydis- crepancy. If such audit shows that the Customer has understated its Use of the Software Soft- ware or has otherwise underpaid amounts owing, the Customer must immediately im- mediately 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 Soft- ware or underpaid amounts owing by more than five percent, the Customer Cus- tomer will also pay the reasonable expenses of the audit. The Ven- dor Vendor will use the information received during the audit solely for the purposes of this Agreement and will honour honor any applicable pri- vacyprivacy/data protection laws and otherwise maintain the confidentiality of such information. The Customer may request that the formal audit described above be carried car- ried out by an independent third party who must be an accountant or qualified auditor approved by the Vendor. The Vendor will not un- reasonably unreason- ably 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.