Common use of Records and Inspection Rights Clause in Contracts

Records and Inspection Rights. Distributor will keep and maintain proper records and books of account relating to its distribution and sublicensing of Licensed Software to Customers. Siebel may have an independent audit firm inspect and audit on its behalf, any such records to verify Distributor's compliance with its payment obligations hereunder. Any such inspection will be conducted during regular business hours, upon at least five (5) business days advance written notice, at Distributor's offices in a manner that does not unreasonably interfere with Distributor's business activities. The person or entity conducting such audit must execute an appropriate confidentiality agreement with respect to Distributor's non-public or proprietary information. Such inspection shall be at Siebel's cost and expense, unless the inspection reveals that Distributor underpaid the amount actually owing by ten percent (10%) or more, in which case Distributor shall pay such costs and expenses. Such audits may be conducted no more than once in any twelve (12) month period. In the event that Siebel wishes to inspect such books and records. Distributor will make all relevant records available. Distributor shall use reasonable commercial efforts to compel its Customers to permit Siebel to inspect the records of such Customer as provided in this Section.

Records and Inspection Rights. Distributor will keep and maintain proper records and books of account relating to its distribution and sublicensing of Licensed Software to Customers. Siebel may have an independent audit firm inspect and audit on its behalf, any such records to verify Distributor's compliance with its payment obligations hereunder. Any such inspection will be conducted during regular business hours, upon at least five (5) business days advance written notice, at Distributor's offices in a manner that does not unreasonably interfere with Distributor's business activities. The person or entity conducting such audit must execute an appropriate confidentiality agreement with respect to Distributor's non-public or proprietary information. Such inspection shall be at Siebel's cost and expense, unless the inspection reveals that Distributor underpaid the amount actually owing by ten percent (10%) or more, in which case Distributor shall pay such costs and expenses. Such audits may be conducted no more than once in any twelve (12) month period. In the event that Siebel wishes to inspect such books and records. Distributor will make all relevant records available. Distributor shall use reasonable commercial efforts to compel its Customers to permit Siebel to inspect the records of such Customer as provided in this Section.. 7. LIMITED