Common use of LICENSE OR USE AUDIT RIGHTS Clause in Contracts

LICENSE OR USE AUDIT RIGHTS. A. To the extent that Contractor, through this Contract or otherwise as related to the subject matter of this Contract, has granted to the State any license or otherwise limited permission to use any Contractor Property, the terms of this section shall apply. B. Contractor shall have the right, at any time during and throughout the Contract Term, but not more than once per Fiscal Year, to request via written notice in accordance with the notice provisions of the Contract that the State audit its use of and certify as to its compliance with any applicable license or use restrictions and limitations contained in this Contract (an “Audit Request”). The Audit Request shall specify the time period to be covered by the audit, which shall not include any time periods covered by a previous audit. The State shall complete the audit and provide certification of its compliance to Contractor (“Audit Certification”) within 120 days following the State’s receipt of the Audit Request. C. If upon receipt of the State’s Audit Certification, the Parties reasonably determine that: (i) the State’s use of licenses, use of software, use of programs, or any other use during the audit period exceeded the use restrictions and limitations contained in this Contract (“Overuse”) and (ii) the State would have been or is then required to purchase additional maintenance and/or services (“Maintenance”), Contractor shall provide written notice to the State in accordance with the notice provisions of the Contract identifying any Overuse or required Maintenance and request that the State bring its use into compliance with such use restrictions and limitations. THIRD PARTY INDIVIDUAL CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to § ▇▇-▇▇-▇▇▇, C.R.S., I hereby certify under the penalty of perjury that I have not and will not use or disclose any Personal Identifying Information, as defined by § 24- 74-102(1), C.R.S., for the purpose of investigating for, participating in, cooperating with, or assisting Federal Immigration Enforcement, including the enforcement of civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so to comply with Federal or State law, or to comply with a court-issued subpoena, warrant or order. Signature: Printed Name: Date: THIRD PARTY ENTITY / ORGANIZATION CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to § ▇▇-▇▇-▇▇▇, C.R.S., I, , on behalf of (legal name of entity / organization) (the “Organization”), hereby certify under the penalty of perjury that the Organization has not and will not use or disclose any Personal Identifying Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for, participating in, cooperating with, or assisting Federal Immigration Enforcement, including the enforcement of civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so to comply with Federal or State law, or to comply with a court-issued subpoena, warrant or order. I hereby represent and certify that I have full legal authority to execute this certification on behalf of the Organization. Signature: Printed Name: Title: Date: If, and only to the extent, that Contractor accesses, receives, or processes Federal Tax Information on behalf of State, this Addendum shall apply. This Addendum regarding Safeguarding Requirements for Federal Tax Information (“Addendum”)1 is an essential part of the agreement between the State and Contractor as described in the Contract to which this Addendum is attached. Unless the context clearly requires a distinction between the Contract and this Addendum, all references to “Contract” shall include this Addendum.

LICENSE OR USE AUDIT RIGHTS. A. To the extent that Contractor, through If this Contract or otherwise as related to the subject matter of this Contract, has granted to the State PO includes any license or otherwise limited permission other right to use any Contractor PropertySupplier’s intellectual property, the terms of this section shall apply. B. Contractor Supplier shall have the right, at any time during and throughout the Contract Termterm of this PO, but not more than once per Fiscal Yearduring any University fiscal year, to request via written notice in accordance with the notice provisions of the Contract this PO that the State University audit its use of Supplier’s intellectual property and certify as to its compliance with any applicable license or use restrictions and limitations contained in this Contract PO (an “Audit Request”). The Audit Request shall specify the time period to be covered by the audit, which shall not include any time periods covered by a previous audit. The State University shall complete the audit and provide certification of its compliance to Contractor Supplier (“Audit Certification”) within 120 days following the StateUniversity’s receipt of the Audit Request. C. . If upon receipt of the StateUniversity’s Audit Certification, the Parties parties reasonably determine that: (ia) the StateUniversity’s use of licenses, use of software, use of programs, or any other use of intellectual property during the audit period exceeded the use restrictions and limitations contained in this Contract PO (“Overuse”) and (iib) the State University would have been or is then required to purchase additional maintenance and/or services rights to use Supplier’s intellectual property (“MaintenanceAdditional Rights”), Contractor Supplier shall provide written notice to the State University in accordance with the notice provisions of the Contract this PO identifying any Overuse or required Maintenance Additional Rights and request that the State University bring its use into compliance with such use restrictions and limitations. THIRD PARTY INDIVIDUAL CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant Notwithstanding anything to § ▇▇the contrary in this PO or incorporated as a part of Supplier’s or any subcontractor’s website, click- through or online agreements, third-▇▇-▇▇▇party agreements, C.R.S.or any other documents or agreements between the parties, I hereby certify under the penalty of perjury that I have University shall not and will not use or disclose any Personal Identifying Information, as defined by § 24- 74-102(1), C.R.S., be liable for the purpose costs associated with any Overuse or Additional Rights, during the audit period regardless of investigating for, participating in, cooperating with, or assisting Federal Immigration Enforcement, including whether the enforcement University may have been notified in advance of civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so to comply with Federal or State law, or to comply with a court-issued subpoena, warrant or order. Signature: Printed Name: Date: THIRD PARTY ENTITY / ORGANIZATION CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to § ▇▇-▇▇-▇▇▇, C.R.S., I, , on behalf of (legal name of entity / organization) (the “Organization”), hereby certify under the penalty of perjury that the Organization has not and will not use or disclose any Personal Identifying Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for, participating in, cooperating with, or assisting Federal Immigration Enforcement, including the enforcement of civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so to comply with Federal or State law, or to comply with a court-issued subpoena, warrant or order. I hereby represent and certify that I have full legal authority to execute this certification on behalf of the Organization. Signature: Printed Name: Title: Date: If, and only to the extent, that Contractor accesses, receives, or processes Federal Tax Information on behalf of State, this Addendum shall apply. This Addendum regarding Safeguarding Requirements for Federal Tax Information (“Addendum”)1 is an essential part of the agreement between the State and Contractor as described in the Contract to which this Addendum is attached. Unless the context clearly requires a distinction between the Contract and this Addendum, all references to “Contract” shall include this Addendumsuch costs.