Common use of Reporting Obligations and Audit Rights Clause in Contracts

Reporting Obligations and Audit Rights. 7.1. During the Term and for 2 (two) years thereafter, the End User will - 7.1.1. permit the Managed Service Provider and/or the Licensor, on reasonable written notice, to audit the End User’s Use of the Software in compliance with the Agreement (which audit shall include the right to inspect and audit records, computer systems and the premises of the End User during normal business hours); 7.1.2. maintain relevant records regarding its activities under the Agreement, including accurate written records, system tool outputs and other system information sufficient to provide auditable verification regarding the End User’s compliance with the license terms applying to the Software, the Licensed Level, the payment of Fees and this Agreement; and 7.1.3. in order to give effect to clause 7.1, make available to the Managed Services Provider and/or the Licensor and/or any auditor appointed by the Managed Service Provider and/or Licensor such records and/or information and/or other documentation as may be reasonably required to determine the End User’s Use of the Software. 7.2. In the event that the audit reveals that – 7.2.1. the End User underpaid fees to the Managed Service Provider; and/or 7.2.2. the Use of the Software by End User exceeds the Licensed Level; and/or 7.2.3. the End User was non-compliant with the terms of this Agreement, then the End User shall (i) pay the cost of the audit; (ii) pay the applicable fees for the period during which the licenses were first used; and (iii) execute an order form to affect the required licensing of any additional quantities or levels of licenses in respect of the Software. The applicable fees shall be determined with reference to the Managed Service Provider’s price list for Software in effect at the time of the audit.