Common use of Records and Inspections Clause in Contracts

Records and Inspections. During the Term and for at least two years after the expiry or termination of this Agreement: (a) Reseller agrees to maintain a complete, clear and accurate record of all matters pertaining to the resale of Software Products, use of NFR Software and participation in the Partner Program, under this Agreement, including but not limited to records pertaining to Reseller’s obligations under Clause 5 (Orders and Returns) and Clause 6 (Reseller’s Obligations); and (b) Reseller will permit either Adobe’s internal compliance auditor, chief compliance officer or such designee, or an independent third party (who is nominated by Adobe and bound by reasonable confidentiality undertakings), to audit and inspect its books, records and all other relevant information and documents (wherever located) pertaining to Reseller’s resale of Software Products, use of NFR Software and participation in the Partner Program, under this Agreement, to ensure compliance by Reseller of the obligations contained in this Agreement. Any such inspection and audit will be conducted during regular business hours upon seven days’ prior written notice to Reseller, and in such a manner as not to interfere with the normal business activities of Reseller. Adobe will bear its expenses of such audit, unless Reseller is found to be non- compliant with this Agreement, in which case the audit will be at the expense of Reseller.

Records and Inspections. During the Term and for at least two (2) years after the expiry or termination of this Agreement: (a) Reseller agrees to maintain a complete, clear and accurate record of all matters pertaining to the resale of Software Products, use of NFR Software and participation in the Partner Program, under this Agreement, including but not limited to records pertaining to Reseller’s obligations under Clause 5 (Orders and Returns) and Clause 6 (Reseller’s Obligations); and (b) Reseller will permit either Adobe’s internal compliance auditor, chief compliance officer or such designee, or an independent third party (who is nominated by Adobe and bound by reasonable confidentiality undertakings), to audit and inspect its books, records and all other relevant information and documents (wherever located) pertaining to Reseller’s resale of Software Products, use of NFR Software and participation in the Partner Program, under this Agreement, to ensure compliance by Reseller of the obligations contained in this Agreement. Any such inspection and audit will be conducted during regular business hours upon seven (7) days’ prior written notice to Reseller, and in such a manner as not to interfere with the normal business activities of Reseller. Adobe will bear its expenses of such audit, unless Reseller is found to be non- non-compliant with this Agreement, in which case the audit will be at the expense of Reseller.

Records and Inspections. During the Term and for at least two 2 years after the expiry or termination of this Agreement: (aA) Reseller agrees to maintain a complete, clear and accurate record of all matters pertaining to the resale of Software Products, use of NFR Software and participation in the Partner Program, under this Agreement, including but not limited to records pertaining to Reseller’s obligations under Clause 5 clause 4 (Orders and Returns) and Clause 6 clause 5 (Reseller’s Obligations); and (bB) Reseller will may permit either Adobe’s internal compliance auditor, chief compliance officer or such designeehis/her designate, or an independent third party (who is nominated by Adobe and bound by reasonable confidentiality undertakings), to audit and inspect its books, records and all other relevant information and documents (wherever located) pertaining to Reseller’s resale of Software Products, use of NFR Software and participation in the Partner Program, under this Agreement, to ensure compliance by Reseller of the obligations contained in this Agreement. Any such inspection and or audit will be conducted during regular business hours upon seven 7 days’ prior written notice to Reseller, and in such a manner as not to interfere with the normal business activities of Reseller. Adobe will bear its expenses the expense of such the audit, unless Reseller is found to be non- non-compliant with this withthis Agreement, in which case the audit will be at the expense of Reseller.

Records and Inspections. During the Term and for at least two 2 years after the expiry or termination of this Agreement: : (a) Reseller agrees to maintain a complete, clear and accurate record of all matters pertaining to the resale of Software Products, use of NFR Software and participation in the Partner Program, under this Agreement, including but not limited to records pertaining to Reseller’s Resellers obligations under Clause 5 (Orders and Returns) and Clause 6 (Reseller’s Resellers Obligations); and (b) Reseller will permit either Adobe’s Adobes internal compliance auditor, chief compliance officer or such designee, or an independent third party (who is nominated by Adobe and bound by reasonable confidentiality undertakings), to audit and inspect its 見 books, records and all other relevant information and documents (wherever located) pertaining to Reseller’s Resellers resale of Software Products, use of NFR Software and participation in the Partner Program, under this Agreement, to ensure compliance by Reseller of the obligations contained in this AgreementAgreement including Clause 6.8 (Ethical Conduct and Compliance) set forth below. Any such inspection and or audit will be conducted during regular business hours upon seven days’ 7 days prior written notice to Reseller, and in such a manner as not to interfere with the normal business activities of Reseller. Adobe will bear its expenses the expense of such the audit, unless Reseller is found to be non- non-compliant with this Agreement, in which case the audit will be at the expense of Reseller.

Records and Inspections. During the Term and for at least two 2 years after the expiry or termination of this Agreement: (aA) Reseller agrees to maintain a complete, clear and accurate record of all matters pertaining to the resale of Software Products, use of NFR Software and participation in the Partner Program, under this Agreement, including but not limited to records pertaining to Reseller’s obligations under Clause 5 clause 4 (Orders and Returns) and Clause 6 clause 5 (Reseller’s Obligations); and (bB) Reseller will may permit either Adobe’s internal compliance auditor, chief compliance officer or such designeehis/her designate, or an independent third party (who is nominated by Adobe and bound by reasonable confidentiality undertakings), to audit and inspect its books, records and all other relevant information and documents (wherever located) pertaining to Reseller’s resale of Software Products, use of NFR Software and participation in the Partner Program, under this Agreement, to ensure compliance by Reseller of the obligations contained in this Agreement. Any such inspection and audit will be conducted during regular business hours upon seven 7 days’ prior written notice to Reseller, and in such a manner as not to interfere with the normal business activities of Reseller. Adobe will bear its expenses the expense of such the audit, unless Reseller is found to be non- non-compliant with this Agreement, in which case the audit will be at the expense of Reseller.