Reports and Auditing Sample Clauses
Reports and Auditing. (a) For each individual Tl Site and for all TI Sites in the aggregate, AOL shall provide Tl written reports in a mutually agreed format setting forth, for both Sponsored Links and Web Offers Links, regular (at least monthly) (i) performance data, (ii) revenue data, and (iii) any other mutually agreed upon data, which shall be the equivalent to the reporting tools utilized by AOL for the management of the AOL search business (the “Reports”). Tl shall be entitled to use the Reports in its business operations and to disclose information derived from the Reports in an aggregate form (e.g., combined with other Tl sales information and in a manner that prevents individual identification of Advertisers or information). In addition, AOL shall use commercially reasonable efforts to provide Tl (starting on November 30, 2007) with a report within thirty (30) days of the end of each quarter of the Term that lists the Search Terms that have been searched on the each individual Tl Site and all Tl sites in the aggregate during the previous quarter and the frequency with which each such Search Term was input.
(b) Notwithstanding any other provision on reporting in this Agreement, Queries for each individual Tl Site and all Tl Sites in the aggregate shall be reported on a calendar monthly basis by AOL to TI based on AOL’s reporting (a “Monthly Query Report”). The number of Queries deemed delivered under this Agreement shall equal the number of Queries reported by AOL. If Tl disputes the number of Queries reported by AOL, then within thirty (30) days of Tl’s receipt of the applicable Monthly Query Report Tl shall notify AOL of such dispute in writing (with email being sufficient) and the Parties shall meet within three (3) Business Days of such notice to work together in good faith to resolve such dispute. If the Parties are unable to agree on how to resolve any such dispute then the Parties shall escalate such dispute to the Management Contacts pursuant to Section 1 of Exhibit E.
(c) AOL (and Tl, as applicable and to the extent Tl maintains any such records in the ordinary course of its business) shall maintain, and AOL shall ensure that the Third Party Provider maintains, complete, clear and accurate records relating to the obligations hereunder (including summary logs used to calculate and track Queries), and compliance with this Agreement (“Records”). All such Records shall be maintained for a minimum of ninety (90) days following termination or expiration of this Agree...
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(h) AOL shall have access to reports provided through Google’s on-line administration console located at: (or such other URL as Google may designate from time to time) [****].
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Reports and Auditing. You shall keep complete, up-to-date records concerning all copies of licenses and Software provided to, downloaded or used by You (“the License Usage Information”). Certes Software will periodically generate Software usage reports (“Software Usage Reports”) and make it available to Certes Networks. If Software Usage Reports are not generated automatically for any reason whatsoever, then You must generate the Software Usage Reports from the Certes Software and provide them to Certes Networks within five (5) days of such Software Usage Report becoming available or upon a request to do so by Certes Networks. In any event, you must provide a Software Usage Report to Certes Networks at least sixty days prior to the expiry of a current subscription period. In the event that You are unable to provide such Software Usage Report within thirty (30) days of a request to do so, You shall permit Certes Networks to conduct an inspection and audit (“Audit”) of the License Usage Information, electronic logs of access to the Certes Networks Software and any other information within your possession that is reasonably necessary to enable Certes Networks to determine if You have complied with the terms of this ▇▇▇▇ (and in particular if all applicable and current license fees in respect the Software has been paid). In the event that Certes Networks determines (by means of a Software Usage Report, the License Usage Information, an Audit or otherwise) that You have failed to pay all applicable license fees in respect of any Certes Software that you have been using (“Unpaid License Fees”) or that your usage of the Software has exceeded your subscription, Certes Networks shall advise You of the value of any Unpaid License Fees which shall be payable by You within thirty (30) days of written request to do so. In the event that Certes Networks determines that after such thirty-day period, You have still not paid any or all of the Unpaid License Fees, then Certes Networks shall be entitled to, without incurring liability and without prejudice to any other rights or remedies Certes Networks may have, restrict or withdraw all of your access to the license and/or Software for which you have failed to pay the applicable license fees.
Reports and Auditing. In connection with the payment of the Royalties, Span or its Affiliates shall make written reports to VADUS quarterly within 30 days after the end of each fiscal quarter in which Royalties are required to be paid, which reports shall state in reasonable detail the information necessary for confirming the amount of Royalties which were payable during such quarter. Span or its Affiliates shall keep records showing the Patent Products sold and monies received from licensing of the Patents in such reasonable detail as may be necessary to compute and confirm the calculation of the Royalties. Span or its Affiliates shall permit its books and records to be examined by a third-party, licensed certified public accountant, reasonably acceptable to Span, from time to time upon reasonable notice (but not more than once per quarter); provided that such third-party, licensed certified public accountant shall undertake (i) to keep all information reviewed in strict confidence and (ii) not to disclose VADUS any such information other than whether or not, in its opinion, the Royalties have been properly calculated and paid. Upon expiration or termination hereof, VADUS shall have the right to have a final examination conducted in accordance with the terms set forth above. The expense of such examinations shall be borne entirely by VADUS, unless a deficiency in excess of $25,000 shall have been determined to have occurred, in which case the expense of such examination shall be borne completely by Span or its Affiliates.
Reports and Auditing. At all times during the course of this Agreement and for a period of three years thereafter, (a) Subscriber will keep accurate records with respect to the usage of the Licensed Software so as to enable verification that the License Details and restrictions set out in this Agreement have been complied with, and (b) Subscriber will make available such records to the other party (or its advisors) upon its request from time to time in order to verify compliance with this Agreement, provided that if any such records contain confidential information Subscriber may require that the auditing party or its advisors execute a commercially-reasonable non- disclosure agreement with respect thereto. If such audit reveals non-compliance with the terms of this Agreement, HCOR will invoice, and Subscriber will immediately pay, for such overage or unlicensed use in accordance with HCOR’s then-current pricing.
Reports and Auditing. The following phrase from the first sentence of Section 5.5(e) of the Existing Agreement is hereby deleted: “and upon AOL’s payment of the Threshold Revenue Share”.
Reports and Auditing. Each Party, when requested, shall provide written reports to the other with respect to the services rendered hereunder. Each Party agrees to make available to the other Party all records necessary to verify its compliance with this Agreement, including, but not limited to schedules, wage records, payment records, receipts, and financial statements, all upon reasonable written notice or as required by law. Each Party agrees that any documents or records prepared for or provided to the other under this Section 8 will remain confidential unless otherwise required by law or expressly agreed in writing by the disclosing Party.
Reports and Auditing. The JSA shall provide monthly financial reports to the CITY within thirty (30) days of the end of every month. The JSA shall also submit bi- annual reports of its sports development activities to the aforementioned CITY officials. The JSA shall keep appropriate books and records relative to this Agreement. Said books and records shall be open for inspection at reasonable times by the Director of Finance or by any persons or entities designated by the CITY to perform audits. JSA agrees understands and agrees that it shall be considered a component unit of the CITY and shall cooperate in every material way with auditors and other financial analysts of the CITY. The JSA agrees to furnish the CITY an annual audit report prepared by a Certified Public Accountant not later than December 31st of each year. The JSA agrees that it is subject to Chapter 610 of the Revised Missouri Statutes and shall comply in all respects to the Missouri Open Records laws.