Common use of Review and Inspection Clause in Contracts

Review and Inspection. 5.2.1 To ensure compliance with Licensee’s obligations under this Agreement, Alliance has the right, in its discretion, to review and inspect Licensee’s Certified Product and all advertising and promotional materials, packaging materials, and technical information (so long as the technical information requested is limited to that which is reasonably necessary to evaluate compliance) related to the Certified Product to ensure compliance with this Agreement. Licensee shall cooperate fully in providing Alliance reasonable access to Licensee’s (and/or its Licensee Contractors’) documents, advertising and promotional materials, packaging materials, and technical information, related to the Certified Product, including providing Alliance with up to two (2) commercially-available samples of the Certified Product, at Alliance’s request and at no cost to Alliance. Licensee agrees to provide the requested materials to Alliance (or provide access to such materials) as soon as reasonably practicable after receiving Alliance’s request for the same. Alliance agrees to ensure the confidentiality of any Licensee confidential information, including entering into a non-disclosure agreement with Licensee regarding the handling of such information, accessed, reviewed or inspected by Alliance pursuant to this Section 5.2. Alliance agrees to use no less than reasonable care to protect against disclosure or improper use of Licensee’s confidential information accessed, reviewed or inspected pursuant to this Section 5.2.

Review and Inspection. 5.2.1 To ensure compliance with Licensee’s obligations under this Agreement, Alliance has the right, in its discretion, to review and inspect Licensee’s Certified Product and all advertising and promotional materials, packaging materials, and technical information (so long as the technical information requested is limited to that which is reasonably necessary to evaluate compliance) related to the Certified Product to ensure compliance with this Agreement. Licensee shall cooperate fully in providing Alliance reasonable access to Licensee’s (and/or its Licensee Contractors’) documents, advertising and promotional materials, packaging materials, and technical information, related to the Certified Product, including providing Alliance with up to two (2) commercially-available samples of the Certified Product, at Alliance’s request and at no cost to Alliance. Licensee agrees to provide the requested materials to Alliance (or provide access to such materials) as soon as reasonably practicable after receiving Alliance’s request for the same. Alliance agrees to ensure the confidentiality of any Licensee confidential information, including entering into a non-disclosure agreement with Licensee regarding the handling of such information, accessed, reviewed reviewed, or inspected by Alliance pursuant to this Section 5.2. Alliance agrees to use no less than reasonable care to protect against disclosure or improper use of Licensee’s confidential information accessed, reviewed reviewed, or inspected pursuant to this Section 5.2.