Common use of Records and Adjustments Clause in Contracts

Records and Adjustments. Licensee shall keep full, clear, separate and accurate records, accounts and working papers with respect to RLS Customer Equipment Revenue, RLS Maintenance Revenue, and RLS Customer Services Revenue and calculation of Royalty Interests for at least four (4) years after the termination of the calendar year to which they relate. Licensee shall use accounting principles generally accepted in Israel ("Israeli GAAP") for all records and accounts required under this License Agreement. Licensee shall engage an independent accountant to conduct an annual audit of such records and accounts. In addition, upon two (2) days notice to Licensee, Teletrac or its agent shall have the right to examine during normal business hours all records and accounts relating to the Royalty Interest and Licensee's performance under this License Agreement, including, but not limited to, any auditors' work records. Prompt adjustment shall be made by the proper party to compensate for any errors or omissions disclosed by any such examination. If a special examination or special audit requested by Teletrac discloses an under calculation in excess of five percent (5%) of the amount payable to Teletrac, then Licensee shall bear the cost of such examination, and shall promptly correct the calculation of amounts payable and pay any underpaid amount, plus all late payment charges due and owing. If such an examination or audit discloses an overpayment to Teletrac, then Teletrac shall promptly repay to Licensee the overpaid amount. Disagreements about accounting matters shall be resolved as set forth in Section 20.4 below.