Common use of Formal Audits Clause in Contracts

Formal Audits. If Licensee does not perform a self-audit upon request from ▇▇▇▇ ▇▇▇▇▇, or if ▇▇▇▇ ▇▇▇▇▇ has reason to doubt the results of such self-audit, upon prior written notice to Licensee, Licensee shall permit ▇▇▇▇ ▇▇▇▇▇ or an independent certified accountant appointed by ▇▇▇▇ ▇▇▇▇▇ to access Licensee’s premises and inspect Licensee’s books of account and records at any time during normal business hours for the purpose of inspecting, auditing, verifying or monitoring the manner and performance of Licensee’s obligations under this License Agreement, including without limitation the payment of all applicable license fees. Any such audit shall minimize the disruption to Licensee’s business operations. ▇▇▇▇ ▇▇▇▇▇ shall not be able to exercise this right more than once in each calendar year. If an audit reveals that Licensee has underpaid fees to ▇▇▇▇ ▇▇▇▇▇, Licensee shall be invoiced for and shall pay to ▇▇▇▇ ▇▇▇▇▇ or the Partner (as applicable) within thirty (30) days of the date of invoice an amount equal to the shortfall between the fees due and those paid by Licensee. If the amount of the underpayment exceeds five percent (5%) of the fees due or the audit reveals a violation of any license restrictions pursuant to this License Agreement then, without prejudice to Booz Allen’s other rights and remedies, Licensee shall also pay Booz Allen’s reasonable costs of conducting the audit. 14.4 ▇▇▇▇ ▇▇▇▇▇ may in its sole discretion assign, novate, subcontract or otherwise transfer any of its rights or obligations hereunder. 14.5 ▇▇▇▇ ▇▇▇▇▇ may amend the terms and conditions of this License Agreement and/or any documents and policies referenced herein at any time by notice to Licensee, including without limitation. Such amended terms and conditions shall be binding upon Licensee with effect from the date of such change. For the avoidance of doubt, such amended terms and conditions shall supersede any prior version of the License Agreement that may have been embedded in or packaged with the Product itself. 14.6 Failure by either party to enforce any particular term or condition of this License Agreement shall not be construed as a waiver of any of its rights under it. 14.7 The illegality, invalidity or unenforceability of any part of this License Agreement will not affect the legality, validity or enforceability of the remainder. 14.8 If Licensee and ▇▇▇▇ ▇▇▇▇▇ have signed a separate written agreement covering the licensing and use of the Product, the terms and conditions of such signed agreement shall take precedence over any conflicting terms and conditions of this License Agreement. Otherwise this License Agreement, the Schedule and the documents and policies referenced herein constitute the entire agreement between the parties relating to the licensing and use of the Product and supersede any other oral or written communications, agreements or representations with respect to the Product, except for any oral or written communications, agreements or representations made fraudulently. 14.9 Subject to Clause 9(d), a person who is not a party to this License Agreement has no right to enforce any term or condition of this License Agreement, and the parties to this License Agreement do not intend that any third party rights are created by this License Agreement.

Formal Audits. If Licensee does not perform a self-audit upon request from ▇▇▇▇ ▇▇▇▇▇Sophos, or if ▇▇▇▇ ▇▇▇▇▇ Sophos has reason to doubt the results of such self-self- audit, upon prior written notice to Licensee, Licensee shall permit ▇▇▇▇ ▇▇▇▇▇ Sophos or an independent certified accountant appointed by ▇▇▇▇ ▇▇▇▇▇ to access Licensee’s premises and inspect Licensee’s books of account and records at any time during normal business hours for the purpose of inspecting, auditing, verifying or monitoring the manner and performance of Licensee’s obligations under this License Agreement, including without limitation the payment of all applicable license fees. Any such audit shall minimize the disruption to Licensee’s business operations. ▇▇▇▇ ▇▇▇▇▇ Sophos shall not be able to exercise this right more than once in each calendar year. If an audit reveals that Licensee has underpaid fees to ▇▇▇▇ ▇▇▇▇▇Sophos, Licensee shall be invoiced for and shall pay to ▇▇▇▇ ▇▇▇▇▇ Sophos or the Partner (as applicable) within thirty (30) days of the date of invoice an amount equal to the shortfall between the fees due and those paid by Licensee. If the amount of the underpayment exceeds five percent (5%) of the fees due or the audit reveals a violation of any license restrictions pursuant to this License Agreement then, without prejudice to Booz AllenSophos’s other rights and remedies, Licensee shall also pay Booz AllenSophos’s reasonable costs of conducting the audit. 14.4 ▇▇▇▇ ▇▇▇▇▇ Sophos may in its sole discretion assign, novate, subcontract or otherwise transfer any of its rights or obligations hereunder. 14.5 ▇▇▇▇ ▇▇▇▇▇ Sophos may amend the terms and conditions of this License Agreement and/or any documents and policies referenced herein at any time by notice to Licensee, including without limitationlimitation by posting revised terms and conditions on its website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/en- us/legal and/or the location of such document or policy. Such amended terms and conditions shall be binding upon Licensee with effect from the date of such change. For the avoidance of doubt, such amended terms and conditions shall supersede any prior version of the License Agreement that may have been embedded in or packaged with the Product itself. 14.6 Failure by either party to enforce any particular term or condition of this License Agreement shall not be construed as a waiver of any of its rights under it. 14.7 The illegality, invalidity or unenforceability of any part of this License Agreement will not affect the legality, validity or enforceability of the remainder. 14.8 If Licensee and ▇▇▇▇ ▇▇▇▇▇ have signed a separate written agreement covering the licensing and use of the Product, the terms and conditions of such signed agreement shall take precedence over any conflicting terms and conditions of this License Agreement. Otherwise this License Agreement, the Schedule and the documents and policies referenced herein constitute the entire agreement between the parties relating to the licensing and use of the Product and supersede any other oral or written communications, agreements or representations with respect to the Product, except for any oral or written communications, agreements or representations made fraudulently. 14.9 If there are any inconsistencies between the English language version of this License Agreement and any translated version, the English language version shall prevail. 14.10 Subject to Clause 9(d), a person who is not a party to this License Agreement has no right to enforce any term or condition of this License Agreement, and the parties to this License Agreement do not intend that any third party rights are created by this License Agreement.

Formal Audits. If Licensee does not perform a self-audit upon request from ▇▇▇▇ ▇▇▇▇▇Sophos, or if ▇▇▇▇ ▇▇▇▇▇ Sophos has reason to doubt the results of such self-audit, upon prior written notice to Licensee, Licensee shall permit ▇▇▇▇ ▇▇▇▇▇ Sophos or an independent certified accountant appointed by ▇▇▇▇ ▇▇▇▇▇ Sophos to access Licensee’s premises and inspect Licensee’s books of account and records at any time during normal business hours for the purpose of inspecting, auditing, verifying or monitoring the manner and performance of Licensee’s obligations under this License Agreement, including without limitation the payment of all applicable license fees. Any such audit shall minimize the disruption to Licensee’s business operations. ▇▇▇▇ ▇▇▇▇▇ Sophos shall not be able to exercise this right more than once in each calendar year. If an audit reveals that Licensee has underpaid fees to ▇▇▇▇ ▇▇▇▇▇Sophos, Licensee shall be invoiced for and shall pay to ▇▇▇▇ ▇▇▇▇▇ Sophos or the Partner (as applicable) within thirty (30) days of the date of invoice an amount equal to the shortfall between the fees due and those paid by Licensee. If the amount of the underpayment exceeds five percent (5%) of the fees due or the audit reveals a violation of any license restrictions pursuant to this License Agreement then, without prejudice to Booz Allen▇▇▇▇▇▇’s other rights and remedies, Licensee shall also pay Booz AllenSophos’s reasonable costs of conducting the audit. 14.4 ▇▇▇▇ ▇▇▇▇▇ Sophos may in its sole discretion assign, novate, subcontract or otherwise transfer any of its rights or obligations hereunder. 14.5 ▇▇▇▇ ▇▇▇▇▇ Sophos may amend the terms and conditions of this License Agreement and/or any documents and policies referenced herein at any time by notice to Licensee, including without limitationlimitation by posting revised terms and conditions on its website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/en-us/legal and/or the location of such document or policy. Such amended terms and conditions shall be binding upon Licensee with effect from the date of such change. For the avoidance of doubt, such amended terms and conditions shall supersede any prior version of the License Agreement that may have been embedded in or packaged with the Product itself. 14.6 Failure by either party to enforce any particular term or condition of this License Agreement shall not be construed as a waiver of any of its rights under it. 14.7 The illegality, invalidity or unenforceability of any part of this License Agreement will not affect the legality, validity or enforceability of the remainder. 14.8 If Licensee and ▇▇▇▇ ▇▇▇▇▇ have signed a separate written agreement covering the licensing and use of the ProductProducts, the terms and conditions of such signed agreement shall take precedence over any conflicting terms and conditions of this License Agreement. Otherwise this License Agreement, the Schedule and the documents and policies referenced herein constitute the entire agreement between the parties relating to the licensing and use of the Product Products and supersede any other oral or written communications, agreements or representations with respect to the ProductProducts, except for any oral or written communications, agreements or representations made fraudulently. 14.9 If there are any inconsistencies between the English language version of this License Agreement and any translated version, the English language version shall prevail. 14.10 Subject to Clause 9(d), a person who is not a party to this License Agreement has no right to enforce any term or condition of this License Agreement, and the parties to this License Agreement do not intend that any third party rights are created by this License Agreement.