Common use of Self-Audit Clause in Contracts

Self-Audit. On or within thirty (30) days prior to each anniversary of the date of this Agreement, Customer shall perform a self-audit to confirm the number of Nodes within Customer’s (and Affiliates’, as applicable) organization. Customer shall deliver to AccessData the results of all such audits within five (5) business days after the completion thereof. If the result of such audit indicates that Customer has exceeded the licenses purchased, then, without limiting AccessData’s remedies at law and in equity (including AccessData’s right to make a claim for infringement), Customer shall deliver to AccessData an amendment to the applicable Order for the increase in the Node count using AccessData’s True-Up Adjustment Form, attached hereto as Schedule 1. Without limiting AccessData’s other remedies, AccessData shall have the right to invoice Customer an increased license fee for additional Nodes retroactive to the date such increase occurred, at Customer’s choice of: a. The discounted price for the increased number of Nodes, if any, set forth on the applicable invoice, so long as Customer is purchasing Support and is current in the payment of all Support fees or Customer brings its Support current by payment for the period of time Support had lapsed; or b. The then current list price for the applicable Product(s) based on the increased number of Nodes. Customer shall pay such invoice pursuant to the terms of Section 5.2 (Payment and Taxes). The Order shall be deemed amended upon payment of the applicable fees. If the license terms for the Nodes have changed since the last Order, then, at the time of a true-up adjustment, amendment may be made to reflect any changes in the terms and conditions of the per- Node licenses. In addition to AccessData’s rights under Section 3.4 (Audit Rights), AccessData reserves the right to audit Customer if there are reasonable grounds to believe the foregoing procedure has not been properly followed.

Self-Audit. On or within thirty (30) days after written request from AccessData prior to each anniversary of the date of this Agreement, Customer shall perform a self-audit to confirm the number of Nodes within Customer’s (and Affiliates’, as applicable) organization. Customer shall deliver to AccessData the results of all such audits within five (5) business days after the completion thereof. If the result of such audit indicates that Customer has exceeded the licenses purchased, then, without limiting AccessData’s remedies at law and in equity (including AccessData’s right to make a claim for infringement), Customer shall deliver to AccessData an amendment to the applicable Order for the increase in the Node count using AccessData’s True-Up Adjustment Form, attached hereto as Schedule 1. Without limiting AccessData’s other remedies, AccessData shall have the right to invoice Customer an increased license fee for additional Nodes retroactive to the date such increase occurred, at Customer’s choice of: a. The discounted price for the increased number of Nodes, if any, set forth on the applicable invoice, so long as Customer is purchasing Support and is current in the payment of all Support fees or Customer brings its Support current by payment for the period of time Support had lapsed; or b. The then current list price for the applicable Product(s) based on the increased number of Nodes. Customer shall pay such invoice pursuant to the terms of Section 5.2 (Payment and Taxes). The Order shall be deemed amended upon payment of the applicable fees. If the license terms for the Nodes have changed since the last Order, then, at the time of a true-up adjustment, amendment may be made by written agreement of the parties to reflect any changes in the terms and conditions of the per- per-Node licenses. Failure to self-audit and deliver an accurate and timely True-Up Adjustment Form is a material breach of this Agreement and, without limiting AccessData’s remedies, will result in a twenty percent (20%) license fee increase against such additional Nodes. In addition to AccessData’s rights under Section 3.4 (Audit Rights), AccessData reserves the right to audit Customer if there are reasonable grounds to believe the foregoing procedure has not been properly followed. Customer shall be responsible for any and all costs of enforcing this Section, including attorney’s fees, collection agency fees, statutory fees and court costs incurred by AccessData.