Records Reports and Taxes. 19 VIII.1 Books and Records. 19 VIII.2 Reports. 19 VIII.3 Bank Accounts. 19 VIII.4 Tax Elections. 19 VIII.5 Partnership Representative. 19 VIII.6 Confidentiality. 20
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Records Reports and Taxes. OEM agrees to maintain a complete, clear and accurate record during the Term, for rolling two (2) year periods of the number of units of the Software distributed in conjunction with Ironside Module(s), the names of Ironside Module(s) licensees, and the payments received therefor irrespective of the source. Upon request, but no more often than two (2) times per calendar year, OEM shall provide such records to Delano. Upon reasonable notice to OEM by Delano, OEM shall permit a third party auditor from a nationally recognized accounting firm under obligations of confidentiality to OEM and to Delano to inspect records pertaining to the Software and any other materials provided to OEM by Delano to ensure compliance by OEM with its obligations to Delano. Any such inspection and audit shall be conducted during regular business hours and in such a manner as not to interfere with normal business activities of OEM. The inspection or/and audit shall be at Delano's expense unless the inspection and/or audit reveals an underpayment by OEM of greater than ten (10) percent of the amounts due, in which case OEM shall bear the expense of the inspection and/or audit. In addition to any payments due to Delano under this Agreement, OEM shall pay amounts equal to any taxes, duties, or other amounts, including national, provincial, state, regional or municipal sales taxes, however designated, which are levied or based upon such payments, or upon this Agreement, provided, however, that OEM shall not be liable for taxes based on Delano's net income. OEM agrees to provide Delano with a government resale certificate, if required by any government.
Records Reports and Taxes
