Common use of Right to verify compliance Clause in Contracts

Right to verify compliance. Institution must keep records relating to all use and distribution of Products by Institution and its Affiliates. Microsoft has the right, at its expense, to verify compliance with the Products’ license terms. Institution must promptly provide the independent auditor with any information the auditor reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Institution hosts, sublicenses, or distributes to third parties. Institution agrees to complete Microsoft’s self-audit process, which Microsoft may require as an alternative to a third party audit. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use of Products, then within 30 days (1) Institution must order sufficient licenses to cover its use, and (2) if unlicensed use or distribution is 5% or more, Institution must reimburse Microsoft for the costs Microsoft incurred in verification and acquire the necessary additional licenses at 125% of the price, based on the then-current price list and Institution price level. The unlicensed use percentage is based on the total number of licenses purchased for current use compared to actual install base. If there is no unlicensed use, Microsoft will not subject Institution to another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other legal means. Verification process. Microsoft will notify Institution at least 30 days’ in advance of its intent to verify Institution’s compliance with the license terms for the Products Institution and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Any information collected in the self-audit will be used solely for purposes of determining compliance. This verification will take place during normal business hours and in a manner that does not interfere unreasonably with Institution’s operations. Additionally, Institution must use reasonable efforts to make Users aware of the terms and conditions upon which they are allowed to use the Products. Accordingly, Institution must: Notify all Users in advance of using the Products that: their use of the Products is subject to the terms of this agreement, including but not limited to limitations on liability, disclaimer of warranties and exclusion of remedies; they are allowed to run the Products only during the Licensed Period; if this agreement is terminated, or an Enrollment expires and Institution does not purchase perpetual Licenses for the Products ordered under the Enrollment, then all Products run under this agreement or the applicable Enrollment must be deleted when the Licensed Period expires or is otherwise earlier terminated, whichever is first; Periodically publish in an Organization-wide publication and applicable web sites a reference to the location (either physical or on a computer network) where they can view the Product Terms and Use Rights; Notify Microsoft immediately if Institution becomes aware of any actual or potential violation of this agreement; and Provide all reasonable assistance and cooperation Microsoft requests to investigate and remedy any unauthorized use of the Products by Users. If Institution complies with this section, Institution will not be responsible for Student Users’ failure to comply with the terms of this agreement.

Right to verify compliance. Institution must keep records relating to all use and distribution of the Products by Institution it and its AffiliatesAffiliates use or distribute. Microsoft has the right, at its expense, right to verify compliance with the Products’ license terms. Institution must promptly provide agreement, at Microsoft’s expense during the independent auditor with any information the auditor reasonably requests in furtherance term of the verificationapplicable Enrollment and for a period of one year thereafter. Verification process and limitations. To verify compliance, including access Microsoft will engage an independent accountant from an internationally recognized public accounting firm, which will be subject to systems running a confidentiality obligation. Verification will take place upon not fewer than 30 days notice, during normal business hours, and in a manner that does not interfere unreasonably with Institution’s operations. As an alternative, Microsoft will have the Products and evidence of licenses for Products option to require Institution hosts, sublicenses, or distributes to third parties. Institution agrees to complete Microsoft’s self-audit process, which Microsoft may require as an alternative questionnaire relating to a third party audit. Remedies for non-compliancethe Products Institution and any of its Affiliates use under this agreement. If Microsoft undertakes verification or self-audit reveals any and does not find material unlicensed use (License shortage of Products, then within 30 days (1) Institution must order sufficient licenses to cover its use, and (2) if unlicensed use 5 percent or distribution is 5% or more, Institution must reimburse Microsoft for the costs Microsoft incurred in verification and acquire the necessary additional licenses at 125% of the price, based on the then-current price list and Institution price level. The unlicensed use percentage is based on the total number of licenses purchased for current use compared to actual install base. If there is no unlicensed usemore per Product), Microsoft will not subject Institution to undertake another verification of the same entity for at least one year. Microsoft and Microsoft’s auditors will use the information obtained in compliance verification only to enforce Microsoft’s rights and to determine whether Institution is in compliance with the terms of this agreement. By exercising invoking the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other legal meansmeans permitted by law. Verification processRemedies for noncompliance. Microsoft will notify Institution at least 30 days’ in advance of its intent to verify Institution’s compliance with the license terms for the Products Institution and its Affiliates use If verification or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Any information collected in the self-audit will be used solely reveals any unlicensed use, Institution must promptly order sufficient Licenses to cover its use. If material unlicensed use is found, Institution must reimburse Microsoft for purposes of determining compliance. This the costs Microsoft has incurred in verification will take place during normal business hours and in a manner that does not interfere unreasonably with Institution’s operationsacquire the necessary additional Licenses as single retail Licenses within 30 days. Additionally, Institution must use reasonable efforts to make Users aware of the terms and conditions upon which they are allowed to use run the Products. Accordingly, Institution must: Notify all Users in advance of using running the Products that: their use of the Products is subject to the terms of this agreement, including but not limited to limitations on liability, disclaimer of warranties and exclusion of remedies; they are allowed to run the Products only during the Licensed Period; if this agreement is terminated, or an Enrollment expires and Institution does not submit an Enrollment or extension order prior to the expiration of the Licensed Period or purchase perpetual Licenses for the Products ordered under the EnrollmentProducts, then all Products run under this agreement or the applicable Enrollment must be deleted when the Licensed Period expires or is otherwise earlier terminated, whichever is first; Periodically publish in an Organization-Institution wide publication and applicable web sites a reference to the location (either physical or on a computer network) where they can view the Product Terms List and Use RightsProduct use rights. Microsoft publishes a copy of the Product List and Product use rights at xxxx://xxx.xxxxxxxxx.xxx/licensing/; Notify Microsoft immediately if Institution becomes aware of any actual or potential violation of this agreement; and Provide all reasonable assistance and cooperation as requested by Microsoft requests to investigate and remedy any unauthorized use of the Products by Users. If Institution complies with this section, Institution will not be responsible for Student Users’ failure to comply with the terms of this agreement.

Right to verify compliance. Institution Customer must keep records relating to all use and distribution of Products by Institution Customer and its Affiliates. Microsoft has the right, at its expense, to verify compliance with the Products’ license terms. Institution Customer must promptly provide the independent auditor with any information the auditor reasonably requests in furtherance of the verification, including access to systems running the Products and evidence of licenses for Products Institution Customer hosts, sublicenses, or distributes to third parties. Institution Customer agrees to complete Microsoft’s self-audit process, which Microsoft may require as an alternative to a third party audit. Remedies for non-compliance. If verification or self-audit reveals any unlicensed use of Products, then within 30 days (1) Institution Customer must order sufficient licenses to cover its use, and (2) if unlicensed use or distribution is 5% or more, Institution Customer must reimburse Microsoft for the costs Microsoft incurred in verification and acquire the necessary additional licenses at 125% of the price, based on the then-current price list and Institution Customer price level. The unlicensed use percentage is based on the total number of licenses purchased for current use compared to actual install base. If there is no unlicensed use, Microsoft will not subject Institution Customer to another verification for at least one year. By exercising the rights and procedures described above, Microsoft does not waive its rights to enforce this agreement or to protect its intellectual property by any other legal means. Verification process. Microsoft will notify Institution Customer at least 30 days’ days in advance of its intent to verify InstitutionCustomer’s compliance with the license terms for the Products Institution Customer and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will be subject to a confidentiality obligation. Any information collected in the self-audit will be used solely for purposes of determining compliance. This verification will take place during normal business hours and in a manner that does not interfere unreasonably with InstitutionCustomer’s operations. Additionally, Institution must use reasonable efforts to make Users aware of the terms Term and conditions upon which they are allowed to use the Products. Accordingly, Institution must: Notify all Users in advance of using the Products that: their use of the Products is subject to the terms of this agreement, including but not limited to limitations on liability, disclaimer of warranties and exclusion of remedies; they are allowed to run the Products only during the Licensed Period; if this agreement is terminated, or an Enrollment expires and Institution does not purchase perpetual Licenses for the Products ordered under the Enrollment, then all Products run under this agreement or the applicable Enrollment must be deleted when the Licensed Period expires or is otherwise earlier terminated, whichever is first; Periodically publish in an Organization-wide publication and applicable web sites a reference to the location (either physical or on a computer network) where they can view the Product Terms and Use Rights; Notify Microsoft immediately if Institution becomes aware of any actual or potential violation of this agreement; and Provide all reasonable assistance and cooperation Microsoft requests to investigate and remedy any unauthorized use of the Products by Users. If Institution complies with this section, Institution will not be responsible for Student Users’ failure to comply with the terms of this agreementtermination.