Common use of Verification Clause in Contracts

Verification. Licensor has the right to verify Your compliance with this Agreement. You agree to: (1) Implement internal safeguards to prevent any unauthorized copying, distribution, installation, use of, or access to, the Software; (2) Keep records sufficient to certify Your compliance with this Agreement (including its Product Use Rights Appendix, if any), and, upon request of Licensor, provide and certify metrics and/or reports based upon such records and account for both numbers of copies (by product and version) and network architectures as they may reasonably relate to Your licensing and deployment of the Software; and (3) Allow a Licensor representative or an independent auditor ("Auditor") to inspect and audit Your, or Your contractor’s, computers and records, during Your normal business hours, for compliance with the licensing terms for Licensor’s software products. Upon Licensor’s and Auditor’s presentation of their signed written confidentiality statement form to safeguard Your confidential information, You shall fully cooperate with such audit and provide any necessary assistance and access to records and computers. If an audit reveals that You have or at any time have had unlicensed installation, use of, or access to the Software, You will, within 30 days, purchase sufficient licenses to cover any shortfall without benefit of any otherwise applicable discount and subject to license fees reflecting the duration of the shortfall. If a material license shortfall of 5% or more is found, You must reimburse Licensor for the costs incurred in the audit.

Verification. Licensor has the right to verify Your compliance with this Agreement. You agree to: (1) Implement internal safeguards to prevent any unauthorized copying, distribution, installation, use of, or access to, the Software; (2) Keep records sufficient to certify Your compliance with this Agreement (including its Product Use Rights Appendix, if any), and, upon request of Licensor, provide and certify metrics and/or reports based upon such records and account for both numbers of copies (by product and version) and network architectures as they may reasonably relate to Your licensing and deployment of the Software; and (3) Allow a Licensor representative or an independent auditor ("Auditor") to inspect and audit Your, or Your contractor’s, computers and records, during Your normal business hours, for compliance with the licensing terms for Licensor’s software products. Upon Licensor’s and Auditor’s presentation of their signed written confidentiality statement form to safeguard Your confidential information, You shall fully cooperate with such audit and provide any necessary assistance and access to records and computers. If an audit reveals that You have or at any time have had unlicensed installation, use of, or access to the Software, You will, within 30 days, purchase sufficient licenses and associated maintenance to cover the volume and time period of any shortfall without benefit of any otherwise applicable discount and subject to license fees reflecting the duration of the shortfalldiscount. If a material license shortfall of 5% or more is found, You must reimburse Licensor for the costs incurred in the audit.