Common use of License Verification Clause in Contracts

License Verification. Micro Focus has the right to verify Customer’s compliance with licenses to the Licensed Software. (See Micro Focus License Compliance Charter at ▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/licensing/licVerification.aspx, which Micro Focus can also provide at Customer’s request.) Customer agrees to keep records sufficient to show Customer’s compliance, including serial numbers; license keys; logs; records identifying machines on which Licensed Software is installed, accessed, or from which Licensed Software can be accessed; the number of different users accessing or authorized to access Licensed Software (if applicable); and licensing metrics, reports, and copies of Licensed Software. Micro Focus may require Customer to provide information about its deployment of Licensed Software, which may be in the form of a questionnaire. Customer will have a reasonable time to complete the questionnaire (or other form of request) and provide it to Micro Focus with an authorized Customer signatory certifying the accuracy of the information furnished. Upon 10 days prior written notice, Micro Focus or its designated representative may inspect Customer’s records, systems and facilities, during Customer’s normal business hours, to verify compliance with licenses to the Licensed Software. Customer agrees to cooperate with such verification. Information obtained will be used solely for compliance purposes and will otherwise be subject to the confidentiality provisions in Section 21 (Confidential Information) of this Agreement. If Customer has engaged in unlicensed installation, use of, or access to Licensed Software or infringed or misappropriated intellectual property rights in Licensed Software, or has otherwise breached this Agreement or an ALA (a “Non-Compliance”), without prejudice to Micro Focus’ other rights or remedies, including, without limitation, injunctive relief, within thirty (30) days’ notice of such Non-Compliance, Customer agrees to purchase sufficient licenses and or subscriptions and associated support and maintenance (12 months forward and any applicable back support and maintenance) to cure the Non-Compliance, by paying Micro Focus’ current (as of the date of such additional purchase) list license fees and support and maintenance fees to Micro Focus, plus interest (compounded at 1.5% monthly or the maximum rate permitted by applicable law if lower) for such additional licenses from the commencement of the Non-Compliance until payment of the aforementioned fees, with interest payable even if an invoice was not issued at the time the Non-Compliance occurred. If Customer’s Non-Compliance results in an underpayment of license fees of 5% or greater, Customer shall also reimburse Micro Focus for the reasonable cost of such audit in addition to other amounts due.