Common use of REPORTS, BOOKS AND RECORDS Clause in Contracts

REPORTS, BOOKS AND RECORDS. 13.1 Within five (5) business days after the last day of each month, each party shall report to the other, in writing, the sales, costs, earnings, or other financial data relevant under any section of this Agreement during such month. Each party shall accompany any payments to the other with a written report setting forth all amounts owed for the period covered by the payment, with supporting computations and descriptions of transactions giving rise to the payment obligation. Such reports shall be held by the recipient as Confidential Information (defined in Section 18.3) and shall be used solely in connection with this Agreement. 13.2 Each party shall prepare and maintain on a current basis complete and accurate books and records, in accordance with generally accepted accounting principles, sufficient to document compliance with this Agreement. All such books and records shall be retained for at least three (3) years from the date they are created. 13.3 At the request of Aironet and during the normal business hours of Telxon, no more than once in any twelve (12) month period, Telxon shall permit a "Big Six" firm of accountants, selected by Aironet, to have access to such books, records and inventories as may be necessary to determine the correctness of any report or payment made under this Agreement. Such audits shall be conducted at the cost of Aironet, except that if any such audit should reveal an underpayment of royalties due hereunder of greater than fifteen percent (15%) for any period audited, Telxon shall bear the cost of such audit, and promptly pay such underpaid amount. 13.4 At the request of Telxon and during the normal business hours of Aironet, no more than once in any twelve (12) month period, Aironet shall permit a "Big Six" firm of accountants, selected by Telxon, to have access to such books, records and inventories as may be necessary to determine the correctness of any report or cost upon which Telxon pays royalties, Profit Margins or IMAP Fees under this Agreement. Such audits shall be conducted at the cost of Telxon, except that if any such audit should reveal an overstatement of costs previously reported to Telxon of greater than fifteen percent (15%) for any period audited, Aironet shall bear the cost of such audit, and promptly repay any amount overpaid by Telxon as a consequence of such overstatement. 13.5 Prior to allowing any audit permitted by Sections 13.3 and 13.4, a party may require that the auditor agree in writing to only reveal to its client such information as is required to verify compliance with this Agreement, and not to reveal to its client any other details of its audit

REPORTS, BOOKS AND RECORDS. 13.1 Within five (5) business 45 days after of the last day end of each monthquarter during the Royalty Period, each party Parent shall report deliver to the other, Company a calculation in writing, reasonable detail showing the sales, costs, earnings, or other financial data relevant under any section of this Agreement during Royalty Payment due for such month. Each party shall accompany any payments to the other with a written report setting forth all amounts owed for the period covered by the payment, with supporting computations and descriptions of transactions giving rise to the payment obligation. Such reports shall be held by the recipient as Confidential Information (defined in Section 18.3) and shall be used solely in connection with this Agreementquarter. 13.2 Each party (i) Parent shall prepare and maintain on a current basis complete and keep accurate books and records, in accordance with generally accepted accounting principles, sufficient records relating to document compliance with this AgreementSCP Spare Part Sales which may be necessary for the purpose of confirming the amount of Royalty Payments due to the Company. All Parent shall preserve such books and records shall be retained for at least three (3) two years from the date of the Royalty Payment to which they are createdpertain. 13.3 At (ii) The Company and its designated representatives shall have the request of Aironet and during the normal business hours of Telxonright, no more than once in any twelve (12) month period, Telxon shall permit a "Big Six" firm of accountants, selected by Aironetupon reasonable notice, to have access to such booksexamine, during ordinary business hours, the books and records referenced above for the purpose of verifying the accuracy and inventories as may be necessary to determine the correctness of the Royalty Payments due to the Company. Such audit shall be restricted to an audit of books and records related to the calculation of Royalty Payments. The Company agrees that it and its designated representatives shall maintain as confidential all information contained in the books and records referenced above and maintain such information in strict confidence and not reveal or expose such information, directly or indirectly, in whole or in part, to any report or payment made third party, and shall not use any such confidential information for any purpose other than to monitor to calculation of the Royalty Payments under this AgreementAgreement or in order to enforce its rights to collect Royalty Payments, as provided herein. (iii) Each party shall pay the charges it incurs in the course of the audit. Such audits shall be conducted at However, in the cost of Aironet, except event that if any such the audit should reveal an establishes underpayment of royalties due hereunder of greater than fifteen percent (15%) or equal to 10% of the Royalty Payments which should have been paid for any the accounting period being audited, Telxon then Parent shall bear reimburse the cost Company for the reasonable out-of-pocket costs incurred by the Company in conducting such audit. However, such costs shall not include salaries paid to employees of the Company or any shareholder or affiliate of the Company associated with such audit, and promptly pay such underpaid amountreimbursement shall in no event exceed the amount of underpayment for such period. 13.4 At the request of Telxon and during the normal business hours of Aironet, no more than once in any twelve (12) month period, Aironet shall permit a "Big Six" firm of accountants, selected by Telxon, to have access to such books, records and inventories as may be necessary to determine the correctness of any report or cost upon which Telxon pays royalties, Profit Margins or IMAP Fees under this Agreement. Such audits shall be conducted at the cost of Telxon, except that if any such audit should reveal an overstatement of costs previously reported to Telxon of greater than fifteen percent (15%) for any period audited, Aironet shall bear the cost of such audit, and promptly repay any amount overpaid by Telxon as a consequence of such overstatement. 13.5 Prior to allowing any audit permitted by Sections 13.3 and 13.4, a party may require that the auditor agree in writing to only reveal to its client such information as is required to verify compliance with this Agreement, and not to reveal to its client any other details of its audit

REPORTS, BOOKS AND RECORDS. 13.1 (a) Within forty-five (5) business days after the last day of each monthfiscal quarter during the Term, each party shall AlphaCom will report to the otherACIL, and ACIL will report to AlphaCom, in writing, the salesall sales of Products, costsmaster or sublicenses, earningsand any other agreements entered into by AlphaCom or ACIL, and any person or entity, and which in any manner grant or purport to sell, grant, license or convey any Products, or which in any respect permit any person or entity to sell or exploit any Products (including. without limitation, the VMSK Technology) in the Territory, as well as all sales of Products, master licenses, sublicenses or other financial data relevant agreements entered into during that preceding month by AlphaCom or ACIL, with any person or entity outside of the Territory for use within the Territory, and all information necessary to support AlphaCom's and ACIL's computation of commissions and other payments due such party under any section of this the Joint Venture Agreement during such month. Each party shall accompany any payments for and with respect to the immediately preceding fiscal quarter as well as any and all other with a written report setting forth all amounts owed for the period covered periods requested by the payment, with supporting computations and descriptions of transactions giving rise either party from time to the payment obligation. Such reports shall be held by the recipient as Confidential Information (defined in Section 18.3) and shall be used solely in connection with this Agreementtime. 13.2 Each party shall (b) AlphaCom and ACIL will prepare and maintain on a current basis complete and accurate books and records, in accordance with generally accepted accounting principlesUnited States Generally Accepted Accounting Principles ("GAAP") consistently applied throughout the periods involved, sufficient to document compliance with the Joint Venture Agreement as modified by this AgreementAddendum. All such books and records shall be retained for at least three (3) years from the date they are created. 13.3 At (c) at the request of Aironet AlphaCom or ACIL, and during the normal business hours of Telxonhours, no more than once in any twelve (12) month period, Telxon shall the party so requested will permit a "Big SixIndependent" firm of accountants, selected by Aironet, accountants to have access to such books, records and inventories as may be necessary to determine the correctness of any report or payment made under this the Joint Venture Agreement. Such audits shall be conducted at the principal offices of the company whose books and records are to be inspected where such records are maintained, at the cost of Aironetthe requesting party, except that if any such audit should reveal an underpayment of royalties payments due hereunder of greater than fifteen percent (15%) 5% for any period audited, Telxon shall the party responsible for the underpayment will bear the cost of such audit, and promptly pay such underpaid under paid amount. 13.4 At the request of Telxon and during the normal business hours of Aironet, no more than once in any twelve (12) month period, Aironet shall permit a "Big Six" firm of accountants, selected by Telxon, to have access to such books, records and inventories as may be necessary to determine the correctness of any report or cost upon which Telxon pays royalties, Profit Margins or IMAP Fees under this Agreement. Such audits shall be conducted at the cost of Telxon, except that if any such audit should reveal an overstatement of costs previously reported to Telxon of greater than fifteen percent (15%) for any period audited, Aironet shall bear the cost of such audit, and promptly repay any amount overpaid by Telxon as a consequence of such overstatement. 13.5 Prior to allowing any audit permitted by Sections 13.3 and 13.4, a party may require that the auditor agree in writing to only reveal to its client such information as is required to verify compliance with this Agreement, and not to reveal to its client any other details of its audit

REPORTS, BOOKS AND RECORDS. 13.1 4.1 Within five (5) business *** days after the last day end of each month*** ending after the Effective Date, each party MIVA shall furnish to Overture a written report (the “Royalty Statement”), in a form reasonably requested by Overture, and certified by the chief executive officer or chief financial officer and co-signed by the principal accounting officer of MIVA to be correct to the otherbest of such officer’s knowledge and information after reasonable investigation, setting forth the combined total of Licensed Service Revenue and combined total of Private Label Revenue, the respective royalty rates applied thereto, the Earned Royalties payable thereon, and the basis for calculation of such Earned Royalties. *** 4.2 MIVA and its Affiliated Entities shall maintain (and, in writingthe case of Private Label Revenue, shall cause Private Label Partners to maintain) complete and accurate records and books of account in sufficient detail and form to enable determination and verification of Licensed Service Revenue, Private Label Revenue and Earned Royalties for each *** until *** after the sales*** royalty payment for such *** is paid or payable. *** each *** during the Term and for a period of *** after expiration or termination thereof, costsOverture shall have the right, earningsat its expense (except as provided below) and upon *** days’ prior written notice, to audit the books and records of MIVA and its Affiliated Entities during regular business hours for the purpose of verifying Licensed Service Revenue, Private Label Revenue and Earned Royalties, using independent auditors reasonably acceptable to MIVA (provided that any of the “Big Four” accounting firms or other financial data relevant under any section their successors shall be deemed acceptable to MIVA and further, provided that such auditors agree in writing to confidentiality provisions similar to those set forth in Section 5.2 of this Agreement during as MIVA may reasonably request. For any audit performed hereunder, if the auditor’s calculation of Earned Royalties for any *** is more than ***% of the Earned Royalties initially paid by MIVA for such month***, (a) MIVA shall immediately pay to Overture the reasonable cost of the audit, and (b) such audit shall not count for purposes of the limit of *** per *** under this Section 4.2. Each party shall accompany any payments to In addition, if the other with a written report setting forth all amounts owed auditor’s calculation of Earned Royalties for the period covered by the paymentaudit is greater than the Earned Royalties paid by MIVA for such period, with supporting computations and descriptions of transactions giving rise MIVA shall immediately pay to the payment obligation. Such reports shall be held Overture any amounts underpaid, as determined by the recipient as Confidential Information (defined results of such audit. If such audit reveals any over-payment by MIVA, MIVA shall receive a credit in Section 18.3) the amount of the over-payment against future royalties owed to Overture, and if no future royalties are owed by MIVA to Overture, Overture shall be used solely in connection with this Agreement. 13.2 Each party shall prepare and maintain on promptly issue a current basis complete and accurate books and recordsrefund of such overpayment to MIVA. Also, in accordance with generally accepted accounting principlesMIVA shall, sufficient to document compliance with this Agreement. All such at Overture’s request, audit the books and records shall be retained any Private Label Partner for at least three (3) years from the date they are created. 13.3 At the request purpose of Aironet verifying Private Label Revenue, if MIVA has such right and during the normal business hours of Telxon, no more than once in subject to any twelve (12) month period, Telxon shall permit a "Big Six" firm of accountants, selected by Aironet, to have access terms and conditions that apply to such books, records and inventories as may be necessary to determine right. Responsibility for the correctness of any report or payment made under this Agreement. Such audits shall be conducted at the reasonable cost of Aironet, except that if any such the audit should reveal an underpayment of royalties due hereunder of greater than fifteen percent will be determined in good faith by Overture and MIVA (15%) for any period audited, Telxon shall bear the cost of such audit, and promptly with Overture agreeing to pay such underpaid amountcost if MIVA had and has no plan or intention to conduct such an audit on its own). 13.4 At the request of Telxon and during the normal business hours of Aironet, no more than once in any twelve (12) month period, Aironet shall permit a "Big Six" firm of accountants, selected by Telxon, to have access to such books, records and inventories as may be necessary to determine the correctness of any report or cost upon which Telxon pays royalties, Profit Margins or IMAP Fees under this Agreement. Such audits shall be conducted at the cost of Telxon, except that if any such audit should reveal an overstatement of costs previously reported to Telxon of greater than fifteen percent (15%) for any period audited, Aironet shall bear the cost of such audit, and promptly repay any amount overpaid by Telxon as a consequence of such overstatement. 13.5 Prior to allowing any audit permitted by Sections 13.3 and 13.4, a party may require that the auditor agree in writing to only reveal to its client such information as is required to verify compliance with this Agreement, and not to reveal to its client any other details of its audit