Common use of Reporting Obligations and Audit Rights Clause in Contracts

Reporting Obligations and Audit Rights. 3.3.1 Provider shall provide all information requested by SAP necessary to fulfill any obligations for payment of royalties to SAP’s business partners arising as a result of licenses under this Agreement for Third Party Software or other software components. 3.3.2 Upon SAP’s reasonable request, Provider shall deliver to SAP a report, as defined by SAP, evidencing Provider’s Use of the Software licensed under this Agreement, which shall be in addition to any other reporting obligations of Provider as set out in this Agreement. 3.3.3 Subject to limitations under contract and law and without gathering or transmitting to SAP any content or other confidential information of Provider or Customer, SAP may implement the Software so that each system generates and transmits to SAP information related to Use of the Software by Provider and/or the Customers. Provider will support SAP in accordance with SAP’s reasonable instructions, including but not limited to preparing a measurement log within four (4) weeks of SAP’s request, such requests not to be made more often than on a quarterly basis. The measurement shall be carried out using only the unaltered SAP tools provided by SAP and the result of the measurement is to be transmitted to SAP promptly in unaltered form. 3.3.4 SAP shall be permitted upon fifteen (15) days prior notice to audit (at least once annually and in accordance with SAP standard procedures, which may include on-site and/or remote audit) the usage of the Software. Provider shall cooperate reasonably in the conduct of such audits. 3.3.5 In the event a report or an audit reveals that (i) Provider underpaid license fees and/or SAP Support fees to SAP and/or (ii) the Use of the Software by Provider or Customer is in excess of the Licensed Level of the Order Forms executed under the Master Agreement, Provider shall pay such underpaid fees and/or for such excess usage based on SAP List of Prices and Conditions for Software and Support governing use in effect at the time of the audit, and shall execute an additional Order Form in accordance with the terms of this Agreement to effect the required licensing of any additional quantities or levels, but SAP’s right to receive payment of those fees shall not be dependent upon signature of such Order Form. Reasonable costs of SAP’s audit shall be paid by Provider if the audit results indicate usage in excess of the licensed quantities or levels. SAP reserves all rights at law and equity with respect to both Provider’s underpayment of license fees or SAP Support fees and usage in excess of the license quantities or levels or in breach of the license granted herein.