3.9 Audit Rights.
You will maintain accurate records as to your use of the Software as
authorized by this Agreement, for at least two (2) years from the
last day on which support and subscription services (“Services”)
expired for the applicable Software. VMware, or persons designated
by VMware, will, at any time during the period when you are obliged
to maintain such records, be entitled to inspect such records and
your computing devices, in order to verify that the Software is used
by you in accordance with the terms of this Agreement and that you
have paid the applicable license fees and Services fees for the
Software; provided that VMware may conduct no more than one (1) audit
in any twelve (12) month period. You shall promptly pay to VMware
any underpayments revealed by any such audit. Any such audit will be
performed at VMware’s expense during normal business hours, provided
that you shall promptly reimburse VMware for the cost of such audit
and any applicable fees if such audit reveals an underpayment by you
of more than five percent (5%) of the amounts payable by you to
VMware for the period audited."
