It is common practice for software licence agreements to contain a clause giving the contractor the right to audit the client’s compliance with the usage rights and restrictions in the contract. In practice, CERN typically accepts that software licensors carry out audits upon request, provided audits are:

• Requested and duly notified;
• Reasonable and compliant with applicable laws including data privacy rules:
• Subject to CERN’s prior written approval,

In light of CERN’s international legal status, CERN’s data are inviolable and CERN cannot waive this inviolability in the licence agreement. Therefore, the Procurement Officer shall negotiate the licence agreement such that the Contractor’s right to carry out audits on CERN is subject to CERN’s prior written approval.