Extract to table

This provision is critical to OWS and must be preserved without modification in the renewal

While this structure is common in EDA agreements, OWS should seek to add a requirement in the renewal that Meridian must first attempt remedies (a) and (b) before resorting to termination under option (c), and that any replacement or modification under option (b) must maintain not only substantially equivalent functionality but also interoperability with OWS's existing design flows and third-party tools

Meridian bears the cost of the audit unless the audit reveals a material discrepancy, in which case OWS is required to bear the full cost of the audit

The frequency of audits imposes a significant operational burden on OWS's IT and engineering operations teams, who must coordinate access, prepare documentation, and dedicate staff time to supporting the audit process

1 of the Original ELA provides that neither party may assign the agreement, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed

If OWS adds Meridian CloudVerify™ to the renewal, the agreement must include comprehensive cloud services terms