VERIFICATION & AUDIT Clause Samples
The Verification - Audit clause grants one party the right to review and examine the records, processes, or operations of the other party to ensure compliance with the terms of the agreement. Typically, this clause outlines the scope of audits, the notice period required before an audit, and any limitations on frequency or access, such as restricting audits to business hours or protecting confidential information. Its core function is to provide transparency and accountability, allowing the auditing party to verify that obligations are being met and to detect or prevent non-compliance or fraud.
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VERIFICATION & AUDIT. Materialise shall have the right to request verification of, and audit, the computer(s) or hosting server(s) on which the Licensed Material has been installed, with the purpose to ensure compliance by the Customer with the terms and conditions of this ▇▇▇▇.
VERIFICATION & AUDIT. 15.1 On reasonable notice to the Recipient, OH, the Auditor General of Ontario (the “AG”) and/or independent audit professionals acting on behalf of OH and/or the AG (collectively, the “Auditors”) shall be permitted access to relevant financial records, patient charts and other information in the custody or control of the Recipient in order to verify any information submitted by the Recipient to OH hereunder. Except for the AG, any other auditors shall first enter into confidentiality obligations reasonably acceptable to the Recipient and OH.
15.2 The Recipient and OH acknowledge that the Auditors, in conducting such an audit, may review records in the custody or control of the Recipient which contain PI and/or PHI, subject to the applicable obligations of the Recipient and/or the Auditors under PHIPA and/or FIPPA in respect of the collection, use and disclosure of such records for auditing purposes. In accordance with s. 39(1)(b) of PHIPA, the Recipient agrees to disclose records in the custody or control of the Recipient which contain PHI to the Auditors provided that the Auditors do not remove any records containing such PHI from the Recipient’s premises in conducting the audit.
VERIFICATION & AUDIT. At Invensys’ written request, not more frequently than annually, Licensee will furnish Invensys with a signed certification verifying that the Software is being used in accordance with the provisions of this ▇▇▇▇. Invensys may audit Licensee’s use of the Software. Any such audit will be conducted during regular business hours at Licensee’s facilities and will not unreasonably interfere with Licensee’s business activities. If an audit reveals that Licensee is using Software contrary to the terms and conditions of this ▇▇▇▇ then Licensee will be invoiced for additional license fees consistent with Licensee’s actual use of the Software in accordance with Invensys’ then current price list for the Software, which amount will be immediately due and payable. This assessment of additional fees will be without prejudice to any other remedies Invensys may have for breach of this ▇▇▇▇, including without limitation, termination under Section 11 (“Termination”).
VERIFICATION & AUDIT. At ▇▇▇▇▇▇▇▇▇ Electric’s written request, not more frequently than annually, Licensee will furnish ▇▇▇▇▇▇▇▇▇ Electric with a signed certification verifying that the Software is being used in accordance with the provisions of this ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ Electric may audit Licensee’s use of the Software. Any such audit will be conducted during regular business hours at Licensee’s facilities and will not unreasonably interfere with Licensee’s business activities. If an audit reveals that Licensee is using Software contrary to the terms and conditions of this ▇▇▇▇ then Licensee will be invoiced for additional license fees consistent with Licensee’s actual use of the Software in accordance with ▇▇▇▇▇▇▇▇▇ Electric’s then current price list
VERIFICATION & AUDIT. Earn-Out performance shall be verified on a semi-annual basis by an independent CPA or mutually agreed third-party auditor, at the sole expense of Purchaser. Any Earn-Out Shares that shall be due to Purchaser shall be delivered within 45 days of the last day of the relevant period. Purchaser shall provide Seller with reasonable access to the Company’s financial statements and related data to support the performance validation of each period.