Records and Right to Audit. (a) Licensee each shall keep, maintain and preserve in its principal place of business during the Term, any renewal periods and at least five (5) years following termination or expiration, complete and accurate books, accounts, records and other materials covering all transactions related to this Agreement in a manner such that the information contained in the statements referred to in Section 6 can be readily determined including, without limitation, customer records, invoices, correspondence and banking, financial and other records in Licensee's possession or under its control. Licensors may designate an independent auditor or auditors and such independent auditor or auditors shall have the right to inspect and audit all materials related to this Agreement, subject to the confidentiality requirements set forth in Section 23. (b) Such materials shall be available for inspection and audit (including photocopying) at any time during (i) the Term, and (ii) the period six (6) months immediately following Licensors receipt of its final payment due hereunder in the event of termination or expiration; however, such inspection or audit shall not occur more often than once every twelve (12) months during the Term, and shall take place during reasonable business hours and upon at least five (5) days notice by Licensors and/or their representatives. Licensee will cooperate and will not cause or permit any interference with Licensors and/or their representatives in the performance of their duties of inspection and audit. Licensors, and/or their representatives, shall have free and full access to said materials for inspection and audit purposes. (c) Should any audit indicate an underpayment of five percent (5%) or more of the Quarterly Gross Profit Payments due Licensors for the period since (i) the Commencement Date, or (ii) date of the last audit, whichever is later, the reasonable cost of the audit shall be paid by Licensee. Should any audit indicate an underpayment of ten percent (10%) or more, during the same period, Licensee shall pay Licensors an additional fee equal to ten percent (10%) of the underpayment. Payment of the audit cost and any additional fees is in addition to the full amount of any underpayment, including interest as provided in Section 6(b), shall be paid by Licensee if the results of such audit indicate an underpayment of ten percent (10%) or more. Licensee shall cure any contract breaches discovered during the audit, provide amended reports if required, and submit the amount of any underpayment including interest, additional fees and, if applicable, the cost of the audit within sixty (60) days from the date of the delivery to Licensee of the results of the audit.
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Records and Right to Audit. (a) Licensee each shall keep, maintain and preserve in its principal place of business during the Term, any renewal periods and at least five (5) years following termination or expiration, complete and accurate books, accounts, records and other materials covering all transactions related to this Agreement in a manner such that the information contained in the statements referred to in Section 6 can be readily determined including, without limitation, customer records, invoices, correspondence and banking, financial and other records in Licensee's possession or under its control. Licensors may designate an independent auditor or auditors and such independent auditor or auditors shall have the right to inspect and audit all materials related to this Agreement, subject to the confidentiality requirements set forth in Section 23.
(b) Such materials shall be available for inspection and audit (including photocopying) at any time during (i) the Term, and (ii) the period six (6) months immediately following Licensors receipt of its final payment due hereunder in the event of termination or expiration; however, such inspection or audit shall not occur more often than once every twelve (12) months during the Term, and shall take place during reasonable business hours and upon at least five (5) days notice by Licensors and/or their representatives. Licensee will cooperate and will not cause or permit any interference with Licensors and/or their representatives in the performance of their duties of inspection and audit. Licensors, and/or their representatives, shall have free and full access to said materials for inspection and audit purposes.
(c) Should any audit indicate an underpayment of five percent (5%) or more of the Quarterly Gross Profit Payments due Licensors for the period since (i) the Commencement Date, or (ii) date of the last audit, whichever is later, the reasonable cost of the audit shall be paid by Licensee. Should any audit indicate an underpayment of ten percent (10%) or more, during the same period, Licensee shall pay Licensors an additional fee equal to ten percent (10%) of the underpayment. Payment of the audit cost and any additional fees is in addition to the full amount of any underpayment, including interest as provided in Section 6(b), shall be paid by Licensee if the results of such audit indicate an underpayment of ten percent (10%) or more. Licensee shall cure any contract breaches discovered during the audit, provide amended reports if required, and submit the amount of any underpayment including interest, additional fees and, if applicable, the cost of the audit within sixty (60) days from the date of the delivery to Licensee of the results of the audit.
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