Common use of Recordkeeping; Audit Clause in Contracts

Recordkeeping; Audit. 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 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 Distributor’s business activities. If an audit reveals that Distributor has used, distributed or allowed use of the Software in excess of the use permitted by the Order and this Agreement, then 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 Distributor shall pay Liquidware’s reasonable costs of conducting the audit.

Recordkeeping; Audit. Distributor 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 Distributor 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 DistributorReseller’s business activities. If an audit reveals that Distributor Reseller has used, distributed or allowed use of the Software in excess of the use permitted by the Order and this Agreement, then Distributor 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 Distributor Reseller shall pay Liquidware’s reasonable costs of conducting the audit.