Common use of Software Audit Clause in Contracts

Software Audit. Licensee shall provide ▇▇▇.▇▇▇ in -------------- conjunction with any notice of termination by Licensee under Section 11.2.1 or -------------- within thirty (30) days of any notice of termination by ▇▇▇.▇▇▇ under Section ------- 11. 2.1 a written "Development Plan" for any and all software and other ------ technology that Licensee and/or its Affiliates contemplate using as a substitute for the Licensed Technology and Modifications thereof at any time after termination of the Agreement ("Substitute Technology"). The Development Plan shall specify to the reasonable satisfaction of ▇▇▇.▇▇▇ (i) Licensee's reasonable best estimate of the total costs and expenses incurred by Licensee and its Sublicensees in developing and implementing the Substitute Technology, (ii) the identity and location of any independent contractors retained to develop the Substitute Technology, and (iii) the software architecture and platform for each major software module included in the Substitute Technology (including, without limitation, the order fulfillment, product management, Website management, customer support and security software modules) and the identity of all material third-party software each such module will operate with. Licensee represents and agrees that no person or entity (whether an employee of Licensee or any Sublicensee, an independent contractor or any other third party) who assists in the development or implementation of any part of the Substitute Technology will, at any time after commencing such assistance, have access to, refer to or use any of the Source Code of the Licensed Technology or any Modification thereof. Licensee shall notify ▇▇▇.▇▇▇ in writing upon completion of development of the Substitute Technology and for a period of six (6) months thereafter, ▇▇▇.▇▇▇ will have the right, at its expense, on fifteen (15) days written notice to Licensee and during normal business hours, acting through an independent software auditor designated by ▇▇▇.▇▇▇ and approved of by Licensee (such approval not to be unreasonably withheld), to examine and audit, in a manner reasonably designed to minimize the disruption to Licensee's business, all of the object code and Source Code and all documentation relevant to the Substitute Technology, and Licensee shall ensure that the auditor is provided full access to such materials to conduct the examination and audit. Prior to such examination and audit, Licensee may require on reasonable notice to the auditor and ▇▇▇.▇▇▇ that the auditor enter into a written confidentiality agreement containing nondisclosure provisions at least as restrictive as those stated in Section 7. ---------