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okay imagine being party to a contract in which youre getting a royalty fee how are you going to be sure that theyre paying you the amount that you owe are you just going to take their word for it no we want audit rights all right audit rights licensure will have the right at license or expense okay well pay for it but youve got to open up your books to examine such books records and accounts to verify the royalties due this is an important thing now the other side isnt typically going to open up their books and records but if you pay for it you can get them to do it and then it says if any audit discloses a shortfall in payment more than five percent licensee agrees to pay or reimburse licensor for the expense of such audit so look well open up our books and records but you got to pay for it but if we find something you got to pay us back that holds both sides accountable to make sure everybodys getting the money that theyre promised under a contract im jeff monahan business