LICENSEE RECORDS. Licensee grants to HGS and its independent accountants the right to examine Licensee’s books, records and accounts during Licensee’s normal business hours to verify compliance of with this Agreement as it relates to the Software. In the event such audit discloses non-compliance with this Agreement, Licensee shall promptly pay to HGS the appropriate license fees, plus the reasonable cost of conducting the audit.
LICENSEE RECORDS. Licensee grants to NV5GS and its independent accountants the right to examine Licensee’s books, records and accounts during Licensee’s normal business hours to verify compliance of with this Agreement as it relates to the Software. In the event such audit discloses non-compliance with this Agreement, Licensee shall promptly pay to NV5GS the appropriate license fees, plus the reasonable cost of conducting the audit.
LICENSEE RECORDS. Licensee grants to L3HGSI and its independent accountants the right to examine Licensee’s books, records and accounts during Licensee’s normal business hours to verify compliance of with this Agreement as it relates to the Software. In the event such audit discloses non-compliance with this Agreement, Licensee shall promptly pay to L3HGSI the appropriate license fees, plus the reasonable cost of conducting the audit.
LICENSEE RECORDS. Licensee grants to Objectway Technologies and its independent accountants the right to examine Licensee's books, records and accounts during Licensee's normal business hours to verify compliance with this Agreement. In the event such audit discloses noncompliance with this Agreement, Licensee shall promptly pay to Objectway Technologies the appropriate license fees with interest at the highest rate allowed under the law and the audit expenses incurred by Objectway Technologies. This right shall survive any termination or expiration of this Agreement.
LICENSEE RECORDS. If you are an enterprise customer, then you grant to Wherible, any applicable Authorized Dealer, and each of their respective independent accountants, within two (2) weeks after written notice, the right to examine your books, records and accounts during your normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, you shall promptly pay to the Wherible or Authorized Dealer, as applicable, the appropriate Service/License Fees, any damages incurred by the Wherible or Authorized Dealer, as applicable, due to the non-compliance and all costs incurred by the Wherible or Authorized Dealer, as applicable, to conduct such audit (including reasonable attorneys’ fees, employee costs and other internal expenses directly related to the audit). Failure of the Wherible and/or Authorized Dealer to conduct an audit shall not be a waiver or negatively affect any rights either the Wherible or Authorized Dealer may have under this Agreement. This audit right shall not apply to individual retail customers.
LICENSEE RECORDS. Licensee shall maintain, and shall cause its Affiliates and Sublicensees to maintain, complete and accurate records of Licensed Products that are made, used, sold, leased or transferred under this Agreement, any amounts payable to Harvard in relation to such Licensed Products, and all Non-Royalty Sublicense Income received by Licensee and its Affiliates, which records shall contain sufficient information to permit Harvard to confirm the accuracy of any reports or notifications delivered to Harvard under Section 5.1. Licensee, its Affiliates and/or its Sublicensees, as applicable, shall retain such records relating to a given Calendar Quarter for at least [**] after the conclusion of that Calendar Quarter, during which time Harvard will have the right, at its expense, to cause an independent, certified public accountant reasonably acceptable to Licensee to inspect such records during normal business hours for the purposes of verifying the accuracy of any reports and payments delivered under this Agreement and Licensee’s compliance with the terms hereof. Such accountant shall not disclose to Harvard any information other than information necessary to confirm the accuracy of reports and payments delivered under this Agreement. The Parties shall reconcile any underpayment or overpayment within [**] after the accountant delivers the results of the audit. If any audit performed under this Section 5.3 reveals an underpayment in excess of [**] percent ([**]%) in any calendar year, Licensee shall reimburse Harvard for all amounts incurred in connection with such audit. Harvard may exercise its rights under this Section 5.3 [**] every year per audited entity and only with at least [**] prior written notice to the audited entity. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
LICENSEE RECORDS. Licensee grants to sarmap and its independent accountants the right to examine Licensee's books,records and accounts during Licensee's normal business hours to verify compliance of with this Agreement as it relates to the Software. In the event such audit discloses non- compliance with this Agreement, Licensee shall promptly pay to sarmap the appropriate license fees, plus the reasonable cost of conducting the audit.
LICENSEE RECORDS. Songdew, may, but need not, audit the books and records of Licensees and may accept any representations made in a Licensee accounting statement delivered to Songdew as true and complete. Songdew shall have no liability to you for failure to audit or investigate any accountings rendered to it by any Licensees.
LICENSEE RECORDS. Música Fresh, may, but need not, audit the books and records of Licensees and may accept any representations made in a Licensee accounting statement delivered to Música Fresh as true and complete. Música Fresh shall have no liability to you for failure to audit or investigate any accountings rendered to it by any Licensees. You hereby authorize Música Fresh to offset against any amounts owed to you pursuant to this Agreement any amounts that you may owe to Música Fresh, whether under an indemnification provision or for costs, expenses, and deductions authorized in this Agreement.
LICENSEE RECORDS. Licensee agrees to keep complete and accurate records to support its calculation of the Royalty and its compliance with this Agreement.
