A right to audit clauses entitles a software vendor to verify that the purchasing organization is using the software within the bounds of the agreement and not exceeding the authorized number of licenses. Such clauses are standard in most software license agreements. Make sure the vendor's right to audit does not impose an unfair burden.
Get a Good Clause
Use these tips to help you negotiate effective and fair right to audit clauses with your software vendor.
- Ensure compliance clarity. For an audit to be done to anyone’s satisfaction, the compliance criteria must be fully articulated and unambiguous in the contract. Remedies or penalties must be clearly laid out.
