Audit rights – which regulations should be taken into account with VMware?

Under the terms of the End User License Agreement, VMware reserves the right to audit its customers upon prior written notice and to verify the compliance status of the purchased / used licenses. However, such audits may not be carried out more frequently than once a year and only during normal business hours. During the term of the contract, customers are obliged to ensure the correct documentation of the use of the software and they are required to keep this documentation for a period of two years after the contracts expiration or termination. The costs of the audit will be covered by VMware, unless during the audit an incompliance of more than 5% (compared to the legally acquired units) is discovered or other violations of the license terms are determined. In such case the customer bears the audit costs, as well as a penalty payment and the costs for the additional purchase.

Source: EULA_VMware_2016-07-05