Common use of Audit and Compliance Clause in Contracts

Audit and Compliance. SiFive may audit (using its own employees and those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Licensed Technology and Documentation to verify your compliance with this Agreement. You agree to give SiFive (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. SiFive will give you at least five days advance notice before conducting an audit. Audits will be conducted during normal business hours and no more than once per year, unless SiFive has a good-faith basis for believing that more frequent audits are warranted. SiFive will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this agreement in a material way, in which case you agree to reimburse SiFive for these costs.