Product License Compliance

Last Revised January 1, 2019

Citrix maintains an audit right with respect to your use of Citrix product licenses. Any audit may be conducted remotely or on your premises and shall not unreasonably interfere with your business activities. Citrix may perform the audit or use a third party agent such as an independent certified public accounting firm. Citrix shall not audit you more than once per year. You must reasonably cooperate, and, without prejudice to other rights of Citrix, address any non-compliance identified by the audit, including, but not limited to, promptly paying any license or Maintenance fees owed. Excess license usage will be determined based on your peak license deployment and will be billed to you at the then-current Citrix suggested retail price, including Maintenance for the lesser of the duration of the excess license usage or two years, as well as Maintenance determined to be due on any other licenses. If the audit discloses an underpayment of ten percent (10%) or more of total fees owed for the period audited, or any other material breach of the Product License Agreement, you agree to also reimburse Citrix for its reasonable audit expenses. Citrix and its agent will protect confidential information obtained during the performance of the audit by using the same degree of care as Citrix uses to protect its own information of a like nature, but no less than a reasonable degree of care, to prevent its unauthorized use, disclosure, dissemination, or publication. Citrix and its agent shall not have an obligation to maintain the confidentiality of information (i) received rightfully from a third party prior to the audit; (ii) you have disclosed to a third party without any obligation of confidentiality; or (iii) is independently developed by Citrix or its agent. You agree that you will not require any additional confidentiality or non-disclosure agreements to be implemented by Citrix or its designated third party agents in relation to the audit. This audit right is incorporated by reference into the Product License Agreement and Maintenance Program. Citrix will occasionally update these audit terms. When we do, we will also revise the "Last Revised" date at the top.