Customer’s Audit of Fees

During the Term and for _______ thereafter, Customer may audit Provider’s books and records related to the products and services governed by this Agreement (“Provider Offerings”), on ___ days’ advance written notice. Provider shall cooperate with such audit, including without limitation by providing access to any books, records, computers, or other information that relate or may relate to Provider Offerings. Provider may designate any such books, records, computers, or other information as Confidential Information pursuant to Section __ (Confidentiality). Customer may employ a third party auditor to perform such audit, provided: (a) such third party is not a Competitor (as defined below); and (b) such third party executes a nondisclosure agreement with Provider with terms no less protective of Provider than those of Section __ (Confidentiality). Such audit shall not unreasonably interfere with Provider’s business activities, and Customer may not conduct an audit more than once per year. If Provider has overcharged Customer: (a) provider shall reimburse the overcharge within __ business days of discovery; and if such overcharge exceeds ___% for any period of ___ months, (b) Provider shall reimburse Customer for the reasonable cost of the audit, or of the next audit in case of discovery without an audit, in addition to such other rights and remedies as Customer may have. Customer shall give Provider a written summary of any audit that finds overcharges.