Audit and Compliance. Upon reasonable notice, Licensee shall provide sample copies of Images as used by COMPANY. In addition, upon reasonable notice, COMPANY may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Image(s) in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to COMPANY of [ten percent (10%)] or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying COMPANY the amount of such underpayment, Licensee shall also reimburse COMPANY for the costs of conducting such audit. Where COMPANY reasonably believes that Image(s) are being used outside of the scope of the license granted under this Agreement, Licensee shall, at COMPANY'S request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by COMPANY.
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Audit and Compliance. Upon reasonable notice, Licensee shall provide sample copies of Images as used by COMPANYLicensee. In addition, upon reasonable notice, COMPANY PR may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Image(s) in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to COMPANY PR of [ten five percent (105%)] ) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying COMPANY PR the amount of such underpayment, Licensee shall also reimburse COMPANY PR for the costs of conducting such audit. Where COMPANY PR reasonably believes that Image(s) are being used outside of the scope of the license granted under this Agreement, Licensee shall, at COMPANY'S PR’s request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by COMPANYPR.
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