Common use of Idaho Open Records Clause in Contracts

Idaho Open Records. (i) All documents and information received, created or otherwise in COMPASS’ possession are subject to the Idaho Public Records Act found in Chapter 1, Title 74 of the Idaho Code (the “Act”). Under the Act, records are public documents and are open to public inspection and copying unless specifically exempted from disclosure. An exemption is available to protect trade secrets from public disclosure. The documents and information CONTRACTOR receives, creates or possesses in the performance of its obligations under this agreement may or may not be trade secrets as that term is used in the Act. Other exemptions from disclosure also may apply, depending on the circumstances. (ii) If COMPASS receives a request for inspection or copying of the documents and information COMPASS receives, creates or possesses under the performance and obligations of this agreement, the Act requires COMPASS to grant or deny the request within three (3) working days. COMPASS will give CONTRACTOR such notice of the request as is reasonable under the circumstances. If CONTRACTOR believes the information to be exempt from disclosure, in whole or in part, it shall immediately inform COMPASS. If, in the reasonable exercise of its discretion, COMPASS agrees, COMPASS shall deny the request. Otherwise, the information may be released for inspection and copying. COMPASS may, in the exercise of its sole discretion, condition a denial of the request for inspection and copying on the indemnification of COMPASS by CONTRACTOR for all costs and expenses which may be associated with the denial (including damages, reasonable attorney’s fees and other costs associated with the denial) in a form and amount determined by COMPASS in the exercise of its sole discretion.