Rights to Audit License Usage Sample Clauses

Rights to Audit License Usage. Upon request, Company will certify in writing that it has paid the Fees required under this Agreement. Provider will have the right, with reasonable notice, during normal business hours, at Provider’s sole expense (except as set forth herein), and in as non- disruptive a manner as reasonably possible, to verify Company’s compliance with its payment obligations by having Provider’s representatives conduct an audit of Company’s usage of the Provider Technology. If Provider believes that the fees paid by Company are not sufficient to satisfy the obligations of Company hereunder, Provider may appoint a mutually acceptable independent auditor to conduct an audit, and Company agrees to pay any fees outstanding as documented by the auditor not later than thirty (30) days after the auditors’ report is made available to Company. If the fees paid prior to the audit equal less than ninety percent (90%) of those which were actually due and payable as of the date of the audit, Company shall reimburse Provider the costs incurred for that audit. Any auditor appointed under this Article must agree in writing to the confidentiality terms of this Agreement prior to being permitted to perform such audit. Any such audit may not be conducted more than two (2) times during each twelve

Rights to Audit License Usage. Provider will have the right, with reasonable notice, during normal business hours, at Provider’s sole expense and in as non- disruptive a manner as reasonably possible, to verify Company’s compliance with its payment obligations by having Provider’s representatives conduct an audit of Company’s usage of the Provider Technology. If Provider has a reasonable suspicion that Company’s usage of the Provider Technology is not in accordance with the Order Form or this Agreement, Provider shall be entitled to submit a Request for Equitable Adjustment or Claim as provided for by statute, the Federal Acquisition Regulation (“FAR”), and any relevant Agency supplement to the FAR. Provider may appoint an independent auditor to conduct an audit of Company’s compliance with the terms of this Agreement. Any auditor appointed under this Article must agree in writing to the confidentiality terms of this Agreement prior to being permitted to perform such audit. Any such audit may not be conducted more than two (2) times during each twelve (12) month period and may not continue for more than ten (10) business days unless otherwise agreed in writing by Company.