Common use of Usage Audit Clause in Contracts

Usage Audit. Upon reasonable notice to Customer, during the term of this Agreement and for three years thereafter, Customer will keep current, complete, and accurate records regarding the reproduction, distribution, and use of the Upland Content. Customer will provide such information to Upland and certify that it has paid all fees required under this Agreement within five (5) business days of any written request, so long as no more than two (2) requests are made each year. Customer shall permit Upland to audit Customer’s use of the Upland Content. Such audit may be conducted no more than once per quarter, at Upland’s expense, and this right will be exercised with reasonable prior notice, in such a manner as not to interfere with Customer’s normal conduct of business. If any of the audits referred to herein reveal that Customer has underpaid any fees to Upland in connection with the Upland Content, Customer shall pay to Upland an amount equal to such underpayment within ten (10) business days of the date of such audit. This Section 1.4 shall survive the termination or expiration of the Agreement for a period of one (1) year.

Usage Audit. Upon reasonable notice to Customer, during the term of this Agreement and for three years thereafter, Customer will keep current, complete, and accurate records regarding the reproduction, distribution, and use of the Upland ContentApplication. Customer will provide such information to Upland and certify that it has paid all fees required under this Agreement within five (5) business days of any written request, so long as no more than two (2) requests are made each year. Customer shall permit Upland to audit Customer’s use of the Upland ContentApplication. Such audit may be conducted no more than once per quarter, at Upland’s expense, and this right will be exercised with reasonable prior notice, in such a manner as not to interfere with Customer’s normal conduct of business. If any of the audits referred to herein reveal that Customer has underpaid any fees to Upland in connection with the Upland ContentApplication, Customer shall pay to Upland an amount equal to such underpayment within ten (10) 10 business days of the date of such the relevant audit. This Section 1.4 shall survive the termination or expiration of the Agreement for a period of one (1) year.

Usage Audit. Upon reasonable notice to Customer, during the term of this Agreement and for three years thereafter, Customer will keep current, complete, and accurate records regarding the reproduction, distribution, and use of the Upland ContentApplication. Customer will provide such information to Upland and certify that it has paid all fees required under this Agreement within five (5) business days of any written request, so long as no more than two (2) requests are made each year. Customer shall permit Upland to audit Customer’s use of the Upland ContentApplication. Such audit may be conducted no more than once per quarter, at Upland’s expense, and this right will be exercised with reasonable prior notice, in such a manner as not to interfere with Customer’s normal conduct of business. If any of the audits referred to herein reveal that Customer has underpaid any fees to Upland in connection with the Upland ContentApplication, Customer shall pay to Upland an amount equal to such underpayment within ten (10) 10 business days of the date of such the relevant audit. This Section 1.4 shall survive the termination or expiration of the Agreement for a period of one (1) year.year.‌