Verification of Customer’s Compliance. During the Agreement Term and for a period of two years following its termination, Customer agrees to create, retain, and provide to Company accurate written records, system tool outputs, and other system information sufficient to provide auditable verification that Customer’s use of the Software is in compliance with this Agreement, including, without limitation, the Software Use Restrictions. Upon reasonable notice, Company may, at its expense and not more frequently than once per calendar year, verify Customer’s compliance with this Agreement at all sites and for all environments in which Customer uses (for any purpose) Software subject to this Agreement, and Customer agrees to reasonably cooperate with Company. The verification will take place during Customer’s normal business hours and will be conducted in a manner that minimizes disruption to Customer’s business operations. Company may use an independent auditor to assist with such verification, provided Company has a written confidentiality agreement in place with such auditor. If any verification reveals use of the Software greater than the use permitted under this Agreement for or underpayment of amounts due under this Agreement, Customer will remit additional amounts due within fifteen days of receipt of Company’s invoice together with interest with respect to any such overdue payments equal to the lesser of (i) one and one-half percent per month or (ii) the maximum rate allowed by law. The expenses of any such audit will be paid by Company unless the audit reveals an underpayment by Customer of greater than 5%, in which case Customer will also pay all reasonable audit costs within fifteen days of written notice.
