definiens: ( as defined in the Par Agreement ) due to it as provided under Section 2.4 of the PAR Agreement ) and reasonably acceptable to Partner, which acceptance will not be unreasonably withheld or delayed, to audit or inspect those books or records of Partner and its Sublicensees that relate to Net Sales and Royalty Reports for the sole purpose of verifying the : ( a ) payments due hereunder in respect of Net Sales ; ( b ) withholding taxes, if any, required by Applicable Law to be withheld by Partner ; and ( c ) exchange rates used in determining the amount of United States Dollars . Such accountant will disclose to [COMPANY] and/or PAR only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement ( in the case of PAR, limited to such payments paid or otherwise payable to PAR based on payments made to [COMPANY] under this Agreement ) . Such accountant will send a copy of the report to Partner at the same time it is sent to [COMPANY] and/or PAR . As a condition to such inspection, the independent public accountant selected shall execute a written agreement, reasonably satisfactory in form and substance to Partner, to maintain in confidence all information obtained during the course of any such examination except for disclosure as necessary for the above purpose and all reasonable documents will be delivered to the accountant under these confidential terms . Additionally no accountant may be employed on a contingency basis . Such inspections may be made no more than once each Calendar Year and during normal business hours, with reasonable efforts to minimize disruption of Partner 's normal business activities . Such records for any particular Calendar Quarter shall be subject to no more than one ( 1 ) inspection . Inspections conducted under this Section 7.6 shall be at the expense of [COMPANY] or PAR, as applicable, unless a variation or error producing an underpayment in amounts payable exceeding ten percent ( 10 % ) of the amount paid for a period covered by the inspection is established, in which case all reasonable costs relating to the inspection for such period and any unpaid amounts that are discovered shall be paid by Partner