OTHER PARTY ORIGINALLY PAID, OR A PARTY OTHERWISE BECOMES AWARE THAT
ANY TAX WAS INCORRECTLY AND/OR ERRONEOUSLY COLLECTED FROM THE OTHER PARTY, THEN
THAT PARTY SHALL PROMPTLY REMIT TO THE OTHER PARTY AN AMOUNT EQUAL TO SUCH
REFUND, OR INCORRECT COLLECTION AS THE CASE MAY BE PLUS ANY INTEREST THEREON.
C.
IF TAXES ARE REQUIRED TO BE WITHHELD ON
ANY AMOUNTS OTHERWISE TO BE PAID BY ONE PARTY TO THE OTHER, THE PAYING PARTY
SHALL DEDUCT SUCH TAXES FROM THE AMOUNT OTHERWISE OWED AND PAY THEM TO THE
APPROPRIATE TAXING AUTHORITY.
AT A PARTY'S WRITTEN REQUEST AND EXPENSE, THE
PARTIES SHALL USE REASONABLE EFFORTS TO COOPERATE WITH AND ASSIST EACH OTHER IN
OBTAINING TAX CERTIFICATES OR OTHER APPROPRIATE DOCUMENTATION EVIDENCING SUCH
PAYMENT, PROVIDED, HOWEVER, THAT THE RESPONSIBILITY FOR SUCH DOCUMENTATION SHALL
REMAIN WITH THE PAYEE PARTY.
IF PUBLISHER IS REQUIRED BY ANY NON-U.S.A.
GOVERNMENT TO WITHHOLD INCOME TAXES ON PAYMENTS TO MICROSOFT, THEN PUBLISHER MAY
DEDUCT SUCH TAXES FROM THE AMOUNT OWED MICROSOFT AND SHALL PAY THEM TO THE
APPROPRIATE TAX AUTHORITY, PROVIDED THAT WITHIN **** OF SUCH PAYMENT, PUBLISHER
DELIVERS TO MICROSOFT AN OFFICIAL RECEIPT FOR ANY SUCH TAXES WITHHELD OR OTHER
DOCUMENTS NECESSARY TO ENABLE MICROSOFT TO CLAIM A U.S.A. FOREIGN TAX CREDIT.
B.
THIS SECTION 7 SHALL GOVERN THE
TREATMENT OF ALL TAXES ARISING AS A RESULT OF OR IN CONNECTION WITH THIS
AGREEMENT NOTWITHSTANDING ANY OTHER SECTION OF THIS AGREEMENT.
10.
AUDIT
During the term of this Agreement and for **** thereafter each party shall keep
all usual and proper records related to its performance under this Agreement,
including but not limited to audited financial statements and support for all
transactions related to the ordering, production, inventory, distribution and
billing/invoicing information.
Such records, books of account, and entries will
be kept in accordance with generally accepted accounting principles.
Either
party (the "Auditing Party") may
* Confidential portion omitted and filed separately with the Securities and
Exchange Commission.
audit and/or inspect the other party's (the "Audited Party") records no more
than **** in any **** period in order to verify compliance with the terms of
this Agreement.
The Auditing Party may, upon reasonable advance notice, audit
the Audited Party's records and consult with the Audited Party's accountants for
the purpose of verifying the Audited Party's compliance with the terms of this
Agreement and for a period of **** thereafter.
Any such audit will be conducted
during regular business hours at the Audited Party's offices.
Any such audit
will be paid for by Auditing Party unless Material discrepancies are disclosed.
As used in this section, "Material" means ****.
If Material discrepancies are
disclosed, the Audited Party agrees to pay the Auditing Party for ****.
* Confidential portion omitted and filed separately with the Securities and
Exchange Commission.
EXHIBIT 2
XBOX 360 ROYALTY TIER SELECTION FORM
PLEASE COMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT AT
+1 (425) 708-2300 TO THE ATTENTION OF MICROSOFT LICENSING, GP (MSLI) AND YOUR
ACCOUNT MANAGER.