Common use of General Audit Clause in Contracts

General Audit. End User shall maintain adequate internal controls and procedures that are reasonably designed to monitor, audit, detect and prevent any breach of this Agreement including but not limited to Section 3 (Grant of Licenses), Section 4 (License Verification and Reconciliation; Invoicing), Section 5 (License Conditions), Section 16 (Compliance with Laws, Export Controls and U.S. Government Restricted Rights) and Section 19 (Code of Conduct). Sandvine shall have a general right to audit End User’s use of the Products and Third Party Items to verify End User’s compliance with the applicable licenses and the license conditions. If Sandvine elects to exercise this audit right, such audit shall be conducted at Sandvine’s expense and shall be subject to the following conditions: (i) Sandvine shall give thirty (30) days prior written notice of its intention to conduct the audit, (ii) the audit shall be conducted during End User’s regular business hours and shall not unreasonably interfere with End User’s normal operations, and (iii) provided that End User is in compliance with this Agreement, but except as contemplated in this Agreement, no more than one audit may be conducted per calendar year. If End User has exceeded the limits applicable to its licenses, End User shall obtain the correct number of licenses and pay the additional amounts applicable for such licenses to Sandvine. If End User does not have the appropriate licenses for the Software, End User shall pay Sandvine the applicable license fees or cease using the Software. It shall be deemed to be a material breach of this Agreement if: (A) End User refuses to provide requested information and/or cooperate with an audit; and/or (B) End User fails to pay Sandvine the applicable license fees and continues to use the Software. End User acknowledges and agrees that Sandvine’s rights under this section extend to the right to audit any Sandvine-authorized reseller from whom End User acquires the Sandvine products and services, and any subcontractor, service provider, systems integrator or consultant of End User who is involved with the installation, configuration, management and/or support of the Sandvine products and services.

General Audit. End User shall maintain adequate internal controls and procedures that are reasonably designed to monitor, audit, detect and prevent any breach of this Agreement including but not limited to Section 3 (Grant of Licenses), Section 4 (License Verification and Reconciliation; Invoicing), Section 5 (License Conditions), Section 16 (Compliance with Laws, Export Controls and U.S. Government Restricted Rights) and Section 19 (Code of Conduct). Sandvine AppLogic Networks shall have a general right to audit End User’s use of the Products and Third Party Items to verify End User’s compliance with the applicable licenses and the license conditions. If Sandvine AppLogic Networks elects to exercise this audit right, such audit shall be conducted at Sandvine’s AppLogic Networks expense and shall be subject to the following conditions: (i) Sandvine AppLogic Networks shall give thirty (30) days prior written notice of its intention to conduct the audit, (ii) the audit shall be conducted during End User’s regular business hours and shall not unreasonably interfere with End User’s normal operations, and (iii) provided that End User is in compliance with this Agreement, but except as contemplated in this Agreement, no more than one audit may be conducted per calendar year. If End User has exceeded the limits applicable to its licenses, End User shall obtain the correct number of licenses and pay the additional amounts applicable for such licenses to SandvineAppLogic Networks. If End User does not have the appropriate licenses for the Software, End User shall pay Sandvine AppLogic Networks the applicable license fees or cease using the Software. It shall be deemed to be a material breach of this Agreement if: : (A) End User refuses to provide requested information and/or cooperate with an audit; and/or (B) End User fails to pay Sandvine AppLogic Networks the applicable license fees and continues to use the Software. End User acknowledges and agrees that Sandvine’s AppLogic Networks rights under this section extend to the right to audit any Sandvine-AppLogic Networks- authorized reseller from whom End User acquires the Sandvine AppLogic Networks products and services, and any subcontractor, service provider, systems integrator or consultant of End User who is involved with the installation, configuration, management and/or support of the Sandvine AppLogic Networks products and services.