Common use of Recordkeeping; Audit Clause in Contracts

Recordkeeping; Audit. Reseller shall maintain accurate and complete books and records necessary to demonstrate compliance with this Agreement. Liquidware may, at its expense, conduct an audit to verify that Reseller is using and reselling the Software in accordance with this Agreement. Any such audit shall be conducted during regular business hours, not more than once per year, and shall not unreasonably interfere with Reseller’s business activities. If an audit reveals that Reseller has used, distributed or allowed use of the Software in excess of the use permitted by the Order and this Agreement, then Reseller shall pay Liquidware for such unauthorized use based on the Liquidware retail price list in effect at the time the audit is completed. If the unpaid license fees exceed five 5% of the license fees paid, then Reseller shall pay Liquidware’s reasonable costs of conducting the audit.

Recordkeeping; Audit. Reseller Distributor shall maintain accurate and complete books and records necessary to demonstrate compliance with this Agreement. Liquidware may, at its expense, conduct an audit to verify that Reseller Distributor is using and reselling the Software in accordance with this Agreement. Any such audit shall be conducted during regular business hours, not more than once per year, and shall not unreasonably interfere with ResellerDistributor’s business activities. If an audit reveals that Reseller Distributor has used, distributed or allowed use of the Software in excess of the use permitted by the Order and this Agreement, then Reseller Distributor shall pay Liquidware for such unauthorized use based on the Liquidware retail price list in effect at the time the audit is completed. If the unpaid license fees exceed five 5% of the license fees paid, then Reseller Distributor shall pay Liquidware’s reasonable costs of conducting the audit.