Common use of Audit Rights and Enforcement by Licensor Clause in Contracts

Audit Rights and Enforcement by Licensor. 7.5.1 Not more than once each year, upon not less than sixty (60) days notice, Licensor will have the right to conduct a virtual audit, supervised by Licensee, by using remote desktop viewing software to view the Identity Maestro server and access log files and related licensing information, or, if a virtual remote viewing audit option is not approved by Licensee, appoint an independent third party auditor to conduct an audit at Licensee's location during Licensee's normal business hours. In the case of a third-party audit, the third party auditor will be bound by a stand-alone confidentiality agreement with obligations at least as stringent as those contained in this Agreement a copy of which will be provided to Licensee. The audit will focus on compliance with Section 2 and Section 3 and whether any adjustment to the License Fees hereunder is required. The third party auditor's reasonable costs will be paid by Licensor unless the number of Named Users is greater than the number stated on the Order Form, in which case Licensee will pay the reasonable costs of the audit in addition to the amount identified in 7.5.2. 7.5.2 If the audit reveals that the number of users with access to or being managed by the Licensed Product is greater than the number of Named Users stated on the Order Form, then, in addition to any other remedies Licensor may have under this Agreement, Licensor shall have the right to charge, and Licensee shall have the obligation to immediately pay, an amount equal to the difference in the License Fees paid hereunder and the License Fees that would have been payable as of the Effective Date, based on the number of additional users identified beyond the number of Named Users in the Order Form.

Audit Rights and Enforcement by Licensor. 7.5.1 Not more than once each year, upon not less than sixty (60) days notice, Licensor will have the right to conduct a virtual audit, supervised by Licensee, by using remote desktop viewing software to view the Identity Maestro Riva server and access log files and related licensing information, or, if a virtual remote viewing audit option is not approved by Licensee, appoint an independent third party auditor to conduct an audit at Licensee's location during Licensee's normal business hours. In the case of a third-party audit, the third party auditor will be bound by a stand-alone confidentiality agreement with obligations at least as stringent as those contained in this License Agreement a copy of which will be provided to Licensee. The audit will focus on compliance with Section 2 and Section 3 and whether any adjustment to the License Fees hereunder is required. The third party auditor's reasonable costs will be paid by Licensor unless the number of Named Users is greater than the number stated on the Order Form, in which case Licensee will pay the reasonable costs of the audit in addition to the amount identified in 7.5.2. 7.5.2 If the audit reveals that the number of users with access to or being managed by the Licensed Product is greater than the number of Named Users stated on the Order Form, then, in addition to any other remedies Licensor may have under this Agreement, Licensor shall have the right to charge, and Licensee shall have the obligation to immediately pay, an amount equal to the difference in the License Fees paid hereunder and the License Fees that would have been payable as of the Effective Date, based on the number of additional users identified beyond the number of Named Users in the Order Form.