Common use of License Compliance Clause in Contracts

License Compliance. Licensee agrees that HCL may, no more than one time per twelve (12) month period, audit the software logs of Licensee, its Affiliates, consultants, service providers and contractors (collectively, “Licensee Entity(ies)”), relating to the Program in order to verify their use in compliance with this Agreement and/or the Order. HCL may make copies of any such software logs to the extent necessary to verify Licensee’s compliance with the terms hereof. HCL may conduct the audit itself or at its option engage an independent third party to do such audit, provided that such third party is subject to confidentiality obligations consistent with this Agreement. The audit may be conducted at any sites of Licensee Entities, where the Program is installed, used or accessed from, including remotely. HCL will bear its own costs in connection with an audit. HCL will provide fifteen (15) calendar days’ notice prior to an audit. Any such audit will be performed during Licensee Entity’s normal business hours and in a manner that minimizes the disruption to its business. Licensee Entities will provide all assistance reasonably necessary for HCL to carry out such audit. If the audit reveals underpayments, Licensee will promptly make such payments. If the audit reveals under-reporting of usage, Licensee will promptly pay for the differentials at HCL’s then list price for the Program. As with all provisions of this Agreement, HCL’s rights and remedies in this Section will be without prejudice to other rights and remedies HCL has under this Agreement or in any Order, at law or in equity. HCL’s audit rights under this Section will survive any termination or expiry of an Order or this Agreement for two years.

License Compliance. Licensee agrees that HCL may, no more than one time per twelve (12) month period, audit the Licensee’s use of the Programs including but not limited to software logs of Licensee, its Affiliates, consultants, service providers Affiliates and contractors (collectively, “Licensee Entity(ies)”)Authorized Users, relating to the Program in order to verify their use in compliance with this Agreement and/or the Order. HCL may make copies of any such software logs to the extent necessary to verify Licensee’s compliance with the terms hereof. HCL may conduct the audit itself or at its option and cost, engage an independent third party to do such audit, provided that such third party is subject to confidentiality obligations consistent with this Agreement. The audit may be conducted at any sites of Licensee EntitiesLicensee’s Affiliates and Authorized Users, where the Program is installed, used or accessed from, including remotely. HCL will bear its own costs in connection with an audit. HCL will provide fifteen (15) calendar days’ notice prior to an audit. Any such audit will be performed during Licensee Entity’s normal the usual business hours of the Licensee, its Affiliates or Authorized Users and HCL will use commercially reasonable efforts to have the audit conducted in a manner that minimizes the disruption to its business. Licensee Entities Licensee, its Affiliates, and Authorized Users will provide all assistance reasonably necessary for HCL to carry out such audit. If the audit reveals underpayments, Licensee will promptly make such payments. If the audit reveals under-reporting any usage of usagePrograms other than as authorized in this Agreement, Licensee will promptly pay for the differentials at HCL’s then list price for the Program. As with all provisions of this Agreement, HCL’s rights and remedies in this Section section will be without prejudice to other rights and remedies HCL has under this Agreement or in any Order, at law or in equity. HCL’s audit rights under this Section section will survive any termination or expiry of an Order or this Agreement for two yearsyears beyond the longer of the term license on the Order, the relevant perpetual License or the Agreement.

License Compliance. Licensee agrees that HCL may, no more than one time per twelve (12) month period, audit the Licensee’s use of the Programs including but not limited to software logs of Licensee, its Affiliates, consultants, service providers Affiliates and contractors (collectively, “Licensee Entity(ies)”)Authorized Users, relating to the Program in order to verify their use in compliance with this Agreement and/or the Order. HCL may make copies of any such software logs to the extent necessary to verify Licensee’s compliance with the terms hereof. HCL may conduct the audit itself or at its option and cost, engage an independent third party to do such audit, provided that such third party is subject to confidentiality obligations consistent with this Agreement. The audit may be conducted at any sites of Licensee EntitiesLicensee’s Affiliates and Authorized Users, where the Program is installed, used or accessed from, including remotely. HCL will bear its own costs in connection with an audit. HCL will provide fifteen (15) calendar days’ notice prior to an audit. Any such audit will be performed during Licensee Entity’s normal the usual business hours of the Licensee, its Affiliates or Authorized Users and HCL will use commercially reasonable efforts to have the audit conducted in a manner that minimizes the disruption to its business. Licensee Entities Licensee, its Affiliates, and Authorized Users will provide all assistance reasonably necessary for HCL to carry out such audit. If the audit reveals underpayments, including but not limited to any underpayments due to any usage of Programs other than as authorized in this Agreement, Licensee will promptly make such payments. If the audit reveals under-reporting payments and in case of unauthorized usage, Licensee will promptly pay for the differentials at HCL’s then list price for the Program. As with all provisions of this Agreement, HCL’s rights and remedies in this Section section will be without prejudice to other rights and remedies HCL has under this Agreement or in any Order, at law or in equity. HCL’s audit rights under this Section section will survive any termination or expiry of an Order or this Agreement for two yearsyears beyond the longer of the term license on the Order, the relevant perpetual License or the Agreement.

License Compliance. Licensee agrees that HCL may, no more than one time per twelve (12) month period, and subject to Licensee’s reasonable security requirements, audit the software logs of Licensee, its Affiliates, consultants, service providers and contractors (collectively, “Licensee Entity(ies)”), relating to the Program in order to verify their use in compliance with this Agreement and/or the Order. HCL may make copies of any such software logs to the extent necessary to verify Licensee’s compliance with the terms hereof. HCL may conduct the audit itself or at its option engage an independent third party to do such audit, provided that such third party is subject to confidentiality obligations consistent with this Agreement. The audit may be conducted at any sites of Licensee Entities, where the Program is installed, used or accessed from, including remotely. HCL will bear its own costs in connection with an audit. HCL will provide fifteen (15) calendar days’ notice prior to an audit. Any such audit will be performed during Licensee Entity’s normal business hours and in a manner that minimizes the disruption to its business. Licensee Entities will provide all assistance reasonably necessary for HCL to carry out such audit. If the audit reveals underpayments, Licensee will promptly make such payments. If the audit reveals under-reporting of usage, Licensee will promptly pay for the differentials at HCL’s then list price for the Program. As with all provisions of this Agreement, HCL’s rights and remedies in this Section will be without prejudice to other rights and remedies HCL has under this Agreement or in any Order, at law or in equity. HCL’s audit rights under this Section paragraph will survive any termination or expiry of an Order or this Agreement for two years.

License Compliance. Licensee agrees that HCL may, no more than one time per twelve (12) month period, and subject to Licensee’s reasonable security requirements, audit the software logs of Licensee, its Affiliates, consultants, service providers and contractors (collectively, “Licensee Entity(ies)”), relating to the Program in order to verify their use in compliance with this Agreement and/or the Order. HCL may make copies of any such software logs to the extent necessary to verify Licensee’s compliance with the terms hereof. HCL may conduct the audit itself or at its option engage an independent third party to do such audit, provided that such third party is subject to confidentiality obligations consistent with this Agreement. The audit may be conducted at any sites of Licensee Entities, where the Program is installed, used or accessed from, including remotely. HCL will bear its own costs in connection with an audit. HCL will provide fifteen (15) calendar days’ notice prior to an audit. Any such audit will be performed during Licensee Entity’s normal business hours and in a manner that minimizes the disruption to its business. Licensee Entities will provide all assistance reasonably necessary for HCL to carry out such audit. If the audit reveals underpayments, Licensee will promptly make such payments. If the audit reveals under-reporting of usage, Licensee will promptly pay for the differentials at HCL’s then GSA list price for the Program. As with all provisions of this Agreement, HCL’s rights and remedies in this Section will be without prejudice to other rights and remedies HCL has under this Agreement or in any Order, at law or in equitylaw. HCL’s audit rights under this Section paragraph will survive any termination or expiry of an Order or this Agreement for two years.

License Compliance. Licensee agrees that HCL may, no more than one time per twelve (12) month period, audit the software logs of Licensee, its Affiliates, consultants, service providers and contractors (collectively, “Licensee Entity(ies)”), relating to the Program in order to verify their use in compliance with this Agreement and/or the Order. HCL may make copies of any such software logs to the extent necessary to verify Licensee’s compliance with the terms hereof. HCL may conduct the audit itself or at its option engage an independent third party to do such audit, provided that such third party is subject to confidentiality obligations consistent with this Agreement. The audit may be conducted at any sites of Licensee Entities, where the Program is installed, used or accessed from, including remotely. HCL will bear its own costs in connection with an audit. HCL will provide fifteen (15) calendar days’ notice prior to an audit. Any such audit will be performed during Licensee Entity’s normal business hours and in a manner that minimizes the disruption to its business. Licensee Entities will provide all assistance reasonably necessary for HCL to carry out such audit. If the audit reveals underpayments, Licensee will promptly make such payments. If the audit reveals under-reporting of usage, Licensee will promptly pay for the differentials at HCL’s then list price for the Program. As with all provisions of this Agreement, HCL’s rights and remedies in this Section will be without prejudice to other rights and remedies HCL has under this Agreement or in any Order, at law or in equity. HCL’s audit rights under this Section provision will survive any termination or expiry of an Order or this Agreement for two years.

License Compliance. Licensee agrees that HCL may, no more than one time per twelve (12) month period, audit the Licensee’s use of the Programs including but not limited to software logs of Licensee, its Affiliates, consultants, service providers and contractors Authorized Users (collectively, “Licensee Entity(ies)”), relating to the Program in order to verify their use in compliance with this Agreement and/or the Order. HCL may make copies of any such software logs to the extent necessary to verify Licensee’s compliance with the terms hereof. HCL may conduct the audit itself or at its option engage an independent third party to do such audit, provided that such third party is subject to confidentiality obligations consistent with this Agreement. The audit may be conducted at any sites of Licensee Entities, where the Program is installed, used or accessed from, including remotely. HCL will bear its own costs in connection with an audit. HCL will provide fifteen (15) calendar days’ notice prior to an audit. Any such audit will be performed during Licensee Entity’s normal business hours and in a manner that minimizes the disruption to its business. Licensee Entities will provide all assistance reasonably necessary for HCL to carry out such audit. If the audit reveals underpayments, Licensee will promptly make such payments. If the audit reveals under-reporting any usage of usagePrograms other than as authorized in this Agreement, Licensee will promptly pay for the differentials at HCL’s then list price for the Program. As with all provisions of this Agreement, HCL’s rights and remedies in this Section will be without prejudice to other rights and remedies HCL has under this Agreement or in any Order, at law or in equity. HCL’s audit rights under this Section will survive any termination or expiry of an Order or this Agreement for two yearsyears or during the relevant perpetual license period.