Common use of Reporting Audits Clause in Contracts

Reporting Audits. Following the Minimum Royalty Payment Date, within sixty (60) days following the end of each calendar quarter during the term of this Agreement, Juniper shall submit to ▇▇. ▇▇▇▇▇▇▇▇ a reporting form setting forth with respect to such quarter (a) the quantities of Products as to which royalties are due hereunder, and (b) a computation of such royalties. Payment in full of such royalties (less any credits under Section 4.2 or deductions under Section 4.3 (c)) for each quarter shall be due together with such reporting form. Not more frequently than once per calendar year, and following ten(10) days written notice to Juniper, ▇▇. ▇▇▇▇▇▇▇▇ may appoint an independent third party (reasonably acceptable to Juniper) to review Juniper’s books and records during Juniper’s customary business hours for the sole purpose of determining Juniper’s compliance with Article 4 in a manner which will not be unduly burdensome to Juniper. In addition to the foregoing (if the foregoing review reveals an underpayment by Juniper), no more than one time per year upon ten (10) days written notice and during normal business hours, ▇▇. ▇▇▇▇▇▇▇▇ may request an audit of Juniper’s financial records to determine compliance with Article 4 by an independent Certified Public Accountant approved by Juniper; provided that the costs of such audit will be borne by ▇▇. ▇▇▇▇▇▇▇▇; provided, further, however, that the costs of such audit will be borne by Juniper in the event that the audit determines that royalties have been understated by 5% or more. All information and data obtained for such reviews or audits shall be maintained in strict confidence by ▇▇. ▇▇▇▇▇▇▇▇, will be deemed Confidential Information, will be used solely for the express purpose set forth in this Agreement, and will not be disclosed to third parties except as may be so ordered by a court of competent jurisdiction. In the event that the audit reveals an underpayment, Juniper shall, as ▇▇. ▇▇▇▇▇▇▇▇’▇ sole and exclusive remedy for such failure to pay, pay to Juniper all unpaid fees, including interest thereon, and the costs of such audit (if applicable).