Common use of Software Audit Clause in Contracts

Software Audit. Upon sixty (60) days advance notice from Chordiant, and no more often than once in any twelve (12) month period, Chordiant may audit EDS' use of the Chordiant Licensed Software solely to verify EDS has not exceeded the number of Licenses EDS has purchased. Said audit will be conducted by a third party audit professional selected by Chordiant with the prior written consent of EDS, during normal business hours, and not disrupt EDS' business. Chordiant shall be responsible for the fees and costs of such audit. If EDS has exceeded the number of Licenses it has purchased, Chordiant's sole and exclusive remedy will be to have EDS purchase the additional Licenses required to equal actual usage.