Provider’s Software Audit

During the Term and for _______ thereafter, Provider may audit Customer’s use of Licensed Software on ___ days’ advance written notice. Customer shall cooperate with the audit, including without limitation by providing access to any books, records, computers, or other information that relate or may relate to use of Licensed Software. Customer may designate any such books, records, computers, or other information as Confidential Information pursuant to Section __ (Confidentiality). Provider may employ a third party auditor to perform the audit, provided such third party executes a nondisclosure agreement with Customer with terms no less protective of Customer than those of Section __ (Confidentiality). Such audit may not unreasonably interfere with Customer’s business activities, and Provider may not conduct an audit more than once per calendar year. Provider shall give Customer a written summary of any audit that finds unauthorized exploitation of Software, and Provider may choose whether to grant Customer a license for unauthorized Software or to require deletion. If Customer has used, reproduced, distributed, or otherwise exploited the Software in excess of ___% of the copies or fees that would have applied to authorized use, Customer shall reimburse Provider 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 Provider may have.