20. To verify the accuracy of payments made pursuant to clauses 14(a) through (g) of this Agreement, and not more than once within each calendar year, Access Copyright shall have the right, at any reasonable time during business hours and upon 21 days written notice to the Institution, by an independent chartered accountant (or accountant of similar standing) approved in writing by the Institution, which approval shall not be unreasonably withheld, to inspect and audit the obligations of the Institution pursuant to this Agreement and accounts and records of the Institution relating to the number of Copies made pursuant to this Agreement and the calculation of the payments due under this Agreement. The costs of such inspection and audit shall be borne by Access Copyright.
21. Access Copyright shall keep all information obtained as a result of any inspection or audit referred to in clause 20 of this Agreement confidential to itself and to its professional advisors and shall not use such information for any commercial purposes other than to verify the accuracy of the payments and compliance with the terms of copying.
22. In the event that any inspection and audit referred to in clause 20 of this Agreement shall reveal an error between the amount paid by the Institution pursuant to this Agreement and the amount actually due in respect of the period for which such inspection and audit shall have been made, any such error shall, if an underpayment by the Institution, be made good within 30 days of receipt of notice of such error from Access Copyright. If such an inspection and audit reveals an error of more than 10% of the amount owed for that period, then the Institution shall reimburse Access Copyright for its costs of such inspection and audit. The Institution shall be held liable for audit costs relating to adequacy of payment only and not its general obligations. In the event that any inspection and audit referred to in clause 20 of this Agreement shall reveal an error between the amount paid by the Institution pursuant to this Agreement and the amount actually due in respect of the period for which such inspection and audit shall have been made, any such error shall, if an overpayment by the Institution, be reimbursed within 30 days of notice of such overpayment by the Institution.
22. 1 Access Copyright and the Association of Universities and Colleges of Canada have agreed to negotiate by August 31, 2004 or such other date as they may agree upon a mutually acceptable protocol to be adopted in the Sampling Survey. The Sampling Survey will be designed to gather bibliographic information and volume data on Copies made pursuant to clause 2(a) of this Agreement.
22.2 Access Copyright has the right to conduct a Sampling Survey of Copies made pursuant to clause 2(a) of this Agreement upon reasonable notice and no more than once each calendar year during the term of this Agreement. The costs, reasonably incurred, of carrying out such a Sampling Survey, shall be borne by Access Copyright. In particular, at the request of the Institution, Access Copyright shall provide and/or train staff required to undertake the Sampling Survey.
22.3 Access Copyright acknowledges that the amount of payment made by the Institution pursuant to clause 2(a) of this Agreement is based upon agreement between the parties and that such payment has no relationship to either the volume of material copied pursuant to such clause or the nature of the material copied. Access Copyright shall refrain from using any information obtained as a result of the conduct of the Sampling Survey for any purpose other than to assist it in making distribution of the Institution’s payments to copyright owners including to its affiliates. In particular, Access Copyright shall not use any of such information in an attempt to justify the increase in future of the amount payable for such a licence and shall not disclose any of such information to the Copyright Board, a court, an arbitrator or a mediator for any purpose whatsoever.
