Audit by SMSI Clause Samples
Audit by SMSI. Verizon Wireless shall keep records concerning the copying and shipment of, and all transactions relating to, the sale of its products and the distribution of the Software. Such records shall include, without limitation records showing the number of Verizon Wireless's products distributed and copies of the Software made and copies downloaded or otherwise distributed. Verizon Wireless shall allow an independent certified public accountant appointed by SMSI, upon ten (10) days written notice, to inspect, audit and analyze all of Verizon Wireless's records as described in this section, and all of Verizon Wireless's other books, accounts and shipping records relating to the items licensed hereunder, during normal business hours at Verizon Wireless's regular place of business. SMSI shall bear the costs of such inspection and audit, unless the audit discloses that additional amounts are due SMSI, in which case Verizon Wireless shall promptly pay such additional amounts due and the reasonable costs of such inspection and audit. SMSI agrees to sign any reasonable and appropriate confidentiality agreement with respect to such inspection and audit which is submitted by Verizon Wireless during the term of this Agreement.
Audit by SMSI. Verizon Wireless shall keep records concerning the copying and shipment of, and all transactions relating to, the sale of its products and the distribution of the Software. Such records shall include, without limitation records showing the number of Verizon Wireless's products distributed and copies of the Software made and copies downloaded or otherwise distributed. Verizon Wireless shall allow an independent certified public accountant appointed by SMSI, upon ten (10) days written notice, to inspect, audit and analyze all of Verizon Wireless's records as described in this section, and all of Verizon Wireless's other books, accounts and shipping records relating to the items licensed hereunder, during normal business hours at Verizon Wireless's regular place of business. SMSI shall bear the costs of such inspection and audit, unless the audit discloses that additional amounts are due SMSI, in which case Verizon Wireless shall promptly pay such additional amounts due and the reasonable costs of such inspection and audit. SMSI agrees to sign any reasonable and appropriate confidentiality agreement with respect to such inspection and audit which is submitted by Verizon Wireless during the term of this Agreement. 13.3 U.S. Government contracts. Any Software which Verizon Wireless distributes or licenses to or on behalf of the United States of America, its agencies and/or instrumentalities (the "U.S. Government") are provided to Verizon Wireless with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 C.F.R. 52.227-19, as applicable. The Contractor/Manufacturer is: ▇▇▇▇▇ Micro Software, Inc. ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Verizon Wireless shall comply with any requirements of the U.S. Government to obtain such RESTRICTED RIGHTS protection, including without limitation, the placement of any restrictive legends on the Software and any license agreement used in connection with the distribution of the Software. Under no circumstances shall SMSI be obligated to comply with any U.S. Governmental requirements regarding the submission of or the request for exemption for submission of cost or pricing data or cost accounting requirements. For any distribution or license of the Software th...