Common use of Payment and Supply Terms Clause in Contracts

Payment and Supply Terms. (a) If Partner purchased the Products or Services from the Authorized Distributor, the purchase terms and prices for Products and Services will be negotiated solely between Partner and the Authorized Distributor. If Riverbed accepts a purchase order directly from Partner or otherwise authorizes Partner to purchase Products and/or Services directly from Riverbed, the additional terms set forth in Attachment A will apply. (b) Riverbed may, upon at least two (2) weeks’ advance written notice, inspect, or have an accountant or auditor inspect, Partner’s books and records relating to this Agreement and Partner’s compliance with its terms and conditions, including those relating to reporting correct information regarding sell through to the End User, for up to five prior years of records from the date of such audit. Any such audit will be conducted during Partner’s normal business hours and in a manner that does not materially interfere with Partner’s normal business operations. Partner shall provide all reasonable assistance for such audit. If any audit reveals that Partner is in breach of this Agreement, then Partner shall (a) reimburse Riverbed for the actual expenses associated with the audit and (b) if applicable, compensate Riverbed (at Riverbed’s then-current list price) for any unauthorized use of or access to any Product (e.g., any use by any unauthorized users or use of any unauthorized copies or instances of a Product).

Payment and Supply Terms. (a) 2.1. If Partner purchased the Products or Services from the Authorized Distributor, the purchase terms and prices for Products and Services will be negotiated solely between Partner and the Authorized Distributor. If Riverbed accepts a purchase order directly from Partner or otherwise authorizes Partner to purchase Products and/or Services directly from Riverbed, the additional terms set forth in Attachment A will apply. (b) 2.2. Riverbed may, upon at least two (2) weeks’ advance written notice, inspect, or have an accountant or auditor inspect, Partner’s books and records relating to this Agreement and Partner’s compliance with its terms and conditions, including those relating to reporting correct information regarding sell through to the End User, for up to five prior years of records from the date of such audit. Any such audit will be conducted during Partner’s normal business hours and in a manner that does not materially interfere with Partner’s normal business operations. Partner shall provide all reasonable assistance for such audit. If any audit reveals that Partner is in breach of this Agreement, then Partner shall (a) reimburse Riverbed for the actual expenses associated with the audit and (b) if applicable, compensate Riverbed (at Riverbed’s then-current list price) for any unauthorized use of or access to any Product (e.g., any use by any unauthorized users or use of any unauthorized copies or instances of a Product).