Common use of Verifying compliance Clause in Contracts

Verifying compliance. Customer must keep all usual and proper records relating to the Products Customer runs. Microsoft may request that Customer conduct an internal audit of all Microsoft Products in use throughout Customer’s organization, comparing the number of Products in use to the number of effective Licenses issued in Customer’s name. Following any audit, Customer agrees to deliver to Microsoft a written statement signed by its authorized representative, certifying that either (1) Customer has sufficient Licenses to permit all usage disclosed by the audit, or (2) Customer has ordered sufficient Licenses to permit all usage disclosed by the audit. By requesting an audit, Microsoft does not waive its rights to enforce this agreement or to protect Microsoft’s intellectual property by any other means permitted by law, including conducting an onsite audit.