Common use of Payment Audit Clause in Contracts

Payment Audit. 3.1 Contractor shall invoice the Company within thirty (30) days after the invoiced Services have been properly and fully completed in accordance with its obligations under this Agreement and the applicable Work Request, unless other invoicing arrangements are made and agreed to in writing by a Company Representative at the time the Services are requested. Contractor invoices shall identify all items related to the charges and shall provide appropriate documentation supporting the charges, such as receipts, time sheets, etc. All invoices shall be directed to the business unit of the Company originating the request for Services. 3.2 Invoices should reference charges by rig number, lease name and number and well number, if applicable, and be accompanied by an acceptable delivery ticket signed by a Company Representative, if applicable. Separate invoices should be delivered for each project. Contractor shall separately state on the invoice the amount of any applicable state and/or local sales taxes for which state and/or local law places the burden on the Company. Said tax amounts shall be included in each invoice’s total amount billed, and said tax amounts shall be remitted by Contractor to the appropriate tax authority. 3.3 The Company shall pay such invoices within sixty (60) days after its receipt thereof, provided that (a) the invoice conforms to the requirements specified in this Agreement, (b) all Materials have been furnished and all Services have been performed satisfactorily as required under this Agreement and the applicable Work Request, (c) the Company has been furnished all data that may have been requested under this Agreement, and (d) all conditions precedent have been fulfilled. Payment by the Company of any invoice shall not constitute a waiver of the Company’s right subsequently to question or contest the amount or correctness of said invoice and to seek reimbursement. In the event the Company disputes any invoice in whole or in part, the Company shall promptly notify Contractor of the dispute and shall pay the undisputed portion in accordance with this Section 3.3. The Company and Contractor shall in good faith endeavor to settle and adjust any disputed amount forthwith. 3.4 Contractor shall keep all records related to its performance of the Services and any expenses charged to the Company hereunder in accordance with commonly accepted accounting practices, and shall retain such records for two years following completion or the Services, or for such longer periods as may be required by applicable law, and for so long thereafter as a dispute may exist between the parties. The Company and its designated representatives shall have the right to audit, inspect and copy the records of Contractor pertaining to the Services rendered hereunder and/or the accuracy of any invoice or payment; provided, however, Contractor shall have the right to exclude any confidential information, including, but not limited to, trade secrets, formulas or processes, from such inspection.

Payment Audit. 3.1 Contractor Ixia shall invoice account to NetIQ for royalties due hereunder in calendar quarterly periods, except that the Company within thirty first accounting period shall end on September 30, 2003, irrespective of the Effective Date. Within forty-five (3045) days after the invoiced Services have been properly last day of each quarter, Ixia will furnish to NetIQ a royalty report specifying the Adjusted Gross Revenues for the Distribution Products and fully completed Distribution Product Maintenance for such quarter and the royalties earned by, and other amounts due under this Section 9 with respect to the Distribution Products and Distribution Product Maintenance, and each such royalty report shall be accompanied by payment of all sums shown to be due thereby, after deduction of any and all proper deductions. The royalties shall be determined in accordance with its obligations under this Agreement generally accepted accounting principles (GAAP) consistently applied. The foregoing shall constitute payment in full for the Distribution Products and Distribution Product Maintenance. The information contained in a royalty report shall be conclusively deemed correct and binding upon NetIQ, resulting in the applicable Work Requestloss of all further audit rights with respect to such report, unless other invoicing arrangements are made specifically challenged by written notice from NetIQ within two (2) years from the date such report was delivered by Ixia. Ixia agrees to allow an independent certified public accountant, at NetIQ's sole expense, to audit and agreed analyze appropriate and relevant accounting records of Ixia at Ixia's premises to in writing by a Company Representative at the time the Services are requestedverify accurate accounting for and payment of all moneys due NetIQ hereunder. Contractor invoices shall identify all items related to the charges and shall provide appropriate documentation supporting the charges, Any such as receipts, time sheets, etc. All invoices audit shall be directed to the business unit commenced no later than twelve (12) months after termination or expiration of the Company originating Distribution Term and must be performed in accordance with Generally Accepted Auditing Standards and Generally Accepted Accounting Principles, all consistently applied. Any underpayment determined by such audit shall be promptly corrected in full by Ixia, but only if Ixia has been given a complete, unredacted copy of the request auditors' report and any work papers reasonably necessary for Services. 3.2 Invoices should reference charges by rig number, lease name and number and well numberIxia to evaluate the correctness of such determination. In addition to correcting such underpayment, if applicable, and be accompanied by any such audit discloses an acceptable delivery ticket signed by a Company Representative, if applicable. Separate invoices should be delivered for each project. Contractor shall separately state on the invoice underpayment to NetIQ (excluding the amount of any applicable state and/or local sales taxes for underpayment which state and/or local law places the burden on the Company. Said tax amounts shall be included in each invoice’s total amount billed, and said tax amounts shall be remitted was corrected by Contractor Ixia prior to the appropriate tax authority. 3.3 The Company shall pay such invoices within sixty date NetIQ gives Ixia notice of its intent to audit Ixia's accounting records) of more than ten percent (6010%) days after its receipt thereof, provided that (a) the invoice conforms to the requirements specified in this Agreement, (b) all Materials have been furnished and all Services have been performed satisfactorily as required under this Agreement and the applicable Work Request, (c) the Company has been furnished all data that may have been requested under this Agreement, and (d) all conditions precedent have been fulfilled. Payment by the Company of any invoice shall not constitute a waiver of the Company’s right subsequently amount due for the period as to question or contest which the amount or correctness of said invoice and to seek reimbursement. In the event the Company disputes any invoice in whole or in partdiscrepancy has arisen, the Company shall promptly notify Contractor of the dispute and Ixia shall pay the undisputed portion in accordance with this Section 3.3. The Company and Contractor shall in good faith endeavor to settle and adjust any disputed amount forthwith. 3.4 Contractor shall keep all records related to its performance of the Services and any expenses charged to the Company hereunder in accordance with commonly accepted accounting practices, and shall retain such records for two years following completion or the Services, or reasonable auditors' charges for such longer periods as audit. Any such audit shall be permitted during business hours within ten (10) days of receipt of NetIQ's written request. No audit (other than the first audit) may be required by applicable law, and for so long thereafter as a dispute may exist between conducted less than six months after the parties. The Company and its designated representatives shall have the right to previous audit, inspect and copy the records of Contractor pertaining to the Services rendered hereunder and/or the accuracy of any invoice or payment; provided, however, Contractor shall have the right to exclude any confidential information, including, but not limited to, trade secrets, formulas or processes, from such inspection.