Common use of Incremental Fees Clause in Contracts

Incremental Fees. (a) To the extent that there are any reasonable, incremental costs for use of the Licensed Software or the Infrastructure, or provision of the Support Services, due to a change in the Business needs, Licensee shall reimburse Licensor for all such costs. For example, if Licensor, prior to the Effective Date, employs ten (10) full time employees dedicated to providing the Support Services and, as a result of a change in the Business, must hire an additional full time employee to provide such Support Services, Licensee shall reimburse Licensor for the costs related to such full time employee, provided that, if such full time employee also engages in work on behalf of Licensor or its Affiliates, Licensee shall reimburse Licensor on a pro rata basis only for the time spent by such full time employee in providing the Support Services to Licensee. Licensor shall provide Licensee with an invoice detailing any and all such costs and such invoice shall be paid in accordance with the terms of the invoice or such other payment terms as may be agreed to by the Parties. (b) No more than once every year, Licensee may have an independent certified public accountant from one of the Big Four International Accounting Firms conduct an audit of the relevant portions of Licensor’s books of account solely to verify the costs invoiced to Licensee under this Agreement. For purposes of such audit, Licensor shall provide access to Licensor’s books of account, during business hours, to such accountant, provided Licensor shall have no less than ten (10) Business Days’ prior notice of such audit. Such accountant shall be subject to a confidentiality agreement with Licensor but the accountant shall be permitted to disclose the results of the audit to Licensee. If any such audit should disclose any overpayment of costs, Licensor shall promptly reimburse Licensee such overpaid amount. If any such audit should disclose an underpayment of costs, Licensor may issue an invoice to Licensee for the underpaid amount and Licensee shall pay such invoice in accordance with the reasonable invoice terms or such other terms as may be agreed to by the Parties. Licensee shall be responsible for the costs of any such audits; provided, however, if (i) the audit results in an overpayment by Licensee of more than ten percent (10%) of the total amounts paid by Licensee to Licensor for the relevant audit period and (ii) such overpaid amount is greater than one million RMB Yuan (¥1,000,000), Licensor shall bear the cost of such audit.