Common use of Open Books and Records Clause in Contracts

Open Books and Records. Upon at least thirty (30) business days written notice to the Licensee, the Issuing Authority or its designee shall have the right to inspect at a location reasonably and mutually convenient to the parties hereto the Licensee’s books and records pertaining to the Licensee’s provision of Cable Service in the Town at any time during Licensee’s regular business hours and on a reasonable and nondisruptive basis, as is reasonably necessary to ensure compliance with the terms of this License. Such notice shall specifically reference the section or subsection of this License which is under review, so that the Licensee may organize the necessary books and records for appropriate access by the Issuing Authority. The Licensee shall not be required to maintain any books and records for License compliance purposes longer than three (3) years. Notwithstanding anything to the contrary set forth herein, the Licensee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Town. If the Licensee believes that the requested information is proprietary or confidential, the Licensee shall provide the following information to the Issuing Authority: (i) specific identification of the information; (ii) a statement attesting to the reason(s) the Licensee believes the information is confidential; and (iii) a statement that the documents are available at the Licensee’s designated offices for inspection by the Issuing Authority. The Issuing Authority shall take reasonable steps consistent with applicable law to protect the proprietary and confidential nature of any books, records, maps, plans or other documents requested by the Issuing Authority that are provided pursuant to this License to the extent they are designated as such by the Licensee. In the event that the Issuing Authority receives a request to disclose any information provided to the Issuing Authority by the Licensee pursuant to this License, which information is deemed by the Licensee to be confidential or proprietary, then the Issuing Authority shall promptly notify the Licensee in writing of such request, prior to disclosure of such information, consistent with applicable law, and to maintain such information as confidential and proprietary consistent with applicable law. The Licensee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. § 551.

Open Books and Records. Upon at least reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the LicenseeFranchisee, the Issuing Authority or its designee LFA shall have the right to inspect at a location reasonably and mutually convenient to the parties hereto the LicenseeFranchisee’s books and records pertaining to the LicenseeFranchisee’s provision of Cable Service in the Town Franchise Area at any time during Licensee’s regular business hours Normal Business Hours and on a reasonable and nondisruptive basis, as is are reasonably necessary to ensure compliance with the terms of this LicenseFranchise. Such notice shall specifically reference the section or subsection of this License the Franchise which is under review, so that the Licensee Franchisee may organize the necessary books and records for appropriate access by the Issuing AuthorityLFA. The Licensee Any such inspection by the LFA shall be completed in an expeditious and timely manner. Franchisee shall not be required to maintain any books and records for License Franchise compliance purposes longer than three five (35) years. Notwithstanding anything to the contrary set forth herein, the Licensee Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the TownService Area. The LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. For purposes of this section, “proprietary and confidential” information includes, but is not limited to: information related to the Cable System design, trade secrets, Subscriber lists, marketing plans, financial information; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the Licensee believes LFA receives a request under FOIL, or similar law for the disclosure of information that the Franchisee has designated as confidential, trade secret or proprietary, the LFA shall notify the Franchisee of such request. If the LFA determines in good faith that public disclosure of the requested information is proprietary or confidentialrequired under FOIL, the Licensee LFA shall provide so notify Franchisee and, before making the following information disclosure, shall give Franchisee a reasonable period of time to the Issuing Authority: (i) specific identification of the information; (ii) a statement attesting seek to the reason(s) the Licensee believes the information is confidential; and (iii) a statement that the documents are available at the Licensee’s designated offices for inspection by the Issuing Authorityobtain judicial redress to preclude disclosure. The Issuing Authority shall take reasonable steps consistent with applicable law to protect the proprietary and confidential nature of any books, records, maps, plans or other documents requested by the Issuing Authority that are provided pursuant to this License to the extent they are designated as such by the Licensee. In the event that the Issuing Authority receives a request to disclose any information provided to the Issuing Authority by the Licensee pursuant to this License, which information is deemed by the Licensee to be confidential or proprietary, then the Issuing Authority shall promptly notify the Licensee in writing of such request, prior to disclosure of such information, consistent with applicable law, and to maintain such information as confidential and proprietary consistent with applicable law. The Licensee Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. § §551.

Open Books and Records. Upon at least Subject to applicable law and this Section 9.1, upon reasonable written notice to Franchisee and with no less than thirty (30) business days prior written notice to the LicenseeFranchisee, the Issuing Authority or its designee LFA shall have the right to inspect at a location reasonably and mutually convenient to the parties hereto the Licenseecopy Franchisee’s books and records pertaining to the LicenseeFranchisee’s provision of Cable Service in the Town Franchise Area at any time during Licensee’s regular business hours and on a reasonable and nondisruptive basis, Normal Business Hours as is are reasonably necessary to ensure compliance with the terms of this LicenseFranchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of this License the Franchise which is under review, so that the Licensee Franchisee may organize the necessary books and records for appropriate access by the Issuing AuthorityLFA. The Licensee Franchisee shall not be required to maintain any books and records for License Franchise compliance purposes longer than three (3) years. Notwithstanding anything to the contrary set forth herein, the Licensee Franchisee shall not be required to disclose deliver copies of information that it reasonably deems to be proprietary or confidential in nature, nor or disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the TownService Area. The LFA shall only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who have a need to know, or in order to enforce the provisions hereof. The LFA shall treat as confidential any books, records and information disclosed hereunder that constitutes proprietary or confidential information under federal or state law, to the extent Franchisee makes the LFA aware of such confidentiality. Franchisee shall be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the Licensee LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interests. If the requested LFA receives a demand from any Person for disclosure of any information is proprietary or designated by Franchisee as confidential, the Licensee shall provide the following information to the Issuing Authority: (i) specific identification of the information; (ii) a statement attesting to the reason(s) the Licensee believes the information is confidential; and (iii) a statement that the documents are available at the Licensee’s designated offices for inspection by the Issuing Authority. The Issuing Authority shall take reasonable steps consistent with applicable law to protect the proprietary and confidential nature of any booksLFA shall, records, maps, plans or other documents requested by the Issuing Authority that are provided pursuant to this License to the extent they are designated so far as such by the Licensee. In the event that the Issuing Authority receives a request to disclose any information provided to the Issuing Authority by the Licensee pursuant to this License, which information is deemed by the Licensee to be confidential or proprietary, then the Issuing Authority shall promptly notify the Licensee in writing of such request, prior to disclosure of such information, consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to maintain such information within a reasonable time. Unless otherwise ordered by a court or agency of competent jurisdiction, the LFA agrees that, to the extent permitted by state and federal law, it shall deny access to any of Franchisee's information marked confidential as confidential and proprietary consistent with applicable lawset forth above to any Person. The Licensee Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. § 551.Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..

Open Books and Records. Upon at least reasonable written notice to Franchisee and with no less than thirty (30) business days prior written notice to the LicenseeFranchisee absent compelling circumstances, and then upon not less than ten (10) business days prior written notice to Franchisee, the Issuing Authority or its designee LFA shall have the right to inspect at a location reasonably and mutually convenient to the parties hereto the LicenseeFranchisee’s books and records pertaining to the Licensee’s provision operation of Cable Service in the Town Franchise at any time during Licensee’s regular business hours and on a reasonable and nondisruptive basis, Normal Business Hours as is are reasonably necessary to ensure compliance with the terms of this LicenseAgreement, the Cable Law and applicable state and federal law. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of this License which is under records that the LFA desires to review, so that the Licensee Franchisee may organize the necessary books and records for appropriate access by the Issuing AuthorityLFA. The Licensee Franchisee shall not be required to maintain any books and records for License Franchise compliance purposes longer than three (3) years. Notwithstanding anything to the contrary set forth herein, the Licensee Franchisee shall not be required to disclose provide copies of information that it reasonably deems to be proprietary or confidential in nature, nor or disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the TownFranchise Area. The LFA shall only disclose Franchisee’s proprietary or confidential information to employees, representatives, and agents thereof who have a need to know, or in order to enforce the provisions hereof, the Cable Law and applicable state and federal law. Except as provided below, the LFA shall treat as confidential and not voluntarily disclose any books, records and information disclosed hereunder that constitutes proprietary or confidential information under federal or state law, to the extent Franchisee makes the LFA aware of such confidentiality. Franchisee shall be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the Licensee believes that the requested LFA receives a demand from any Person for disclosure of any information is proprietary or designated by Franchisee as confidential, the Licensee shall provide the following information to the Issuing Authority: (i) specific identification of the information; (ii) a statement attesting to the reason(s) the Licensee believes the information is confidential; and (iii) a statement that the documents are available at the Licensee’s designated offices for inspection by the Issuing Authority. The Issuing Authority shall take reasonable steps consistent with applicable law to protect the proprietary and confidential nature of any booksLFA shall, records, maps, plans or other documents requested by the Issuing Authority that are provided pursuant to this License to the extent they are designated so far as such by the Licensee. In the event that the Issuing Authority receives a request to disclose any information provided to the Issuing Authority by the Licensee pursuant to this License, which information is deemed by the Licensee to be confidential or proprietary, then the Issuing Authority shall promptly notify the Licensee in writing of such request, prior to disclosure of such information, consistent with applicable law, advise Franchisee and provide Franchisee, within a reasonable time, with a copy of any written request by the party demanding access to maintain such information. Unless otherwise ordered by a court or agency of competent jurisdiction, the LFA agrees that, to the extent permitted by state and federal law, it shall deny access to any of Franchisee's information marked confidential as confidential and proprietary consistent with applicable lawset forth above to any Person. The Licensee Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. § 551.551.‌

Open Books and Records. Upon at least reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the LicenseeFranchisee, the Issuing Authority or its designee LFA shall have the right to inspect at a location reasonably and mutually convenient to the parties hereto the LicenseeFranchisee’s books and records pertaining to the Licenseeoperation of the Cable System or Franchisee’s provision of Cable Service in the Town Franchise Area at any time during LicenseeFranchisee’s regular business hours and on a reasonable and nondisruptive basis, as is are reasonably necessary to ensure compliance with the terms of this LicenseFranchise. Such notice shall specifically reference the section or subsection of this License the Franchise which is under review, so that the Licensee Franchisee may organize the necessary books and records for appropriate access by the Issuing AuthorityLFA. The Licensee Franchisee shall make the necessary books and records available for such inspection at a mutually agreed upon location. Franchisee shall not be required to maintain any books and records for License Franchise compliance purposes longer than three five (35) years. Notwithstanding anything to the contrary set forth herein, the Licensee Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the TownFranchise Area. Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as confidential under Section 87(2)(d) of the New York Public Officers Law, and shall disclose it only to employees, representatives, and agents thereof who have a need to know and who agree to maintain the confidentiality of all such information, or only as necessary in order to enforce the provisions hereof. For purposes of this Section, “proprietary or confidential” information includes, but is not limited to: information related to the Cable System design; trade secrets; Subscriber lists; marketing plans; financial information unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the Licensee believes that the requested information is proprietary or confidential, the Licensee shall provide the following information to the Issuing Authority: (i) specific identification of the information; (ii) a statement attesting to the reason(s) the Licensee believes the information is confidential; and (iii) a statement that the documents are available at the Licensee’s designated offices for inspection by the Issuing Authority. The Issuing Authority shall take reasonable steps consistent with applicable law to protect the proprietary and confidential nature of any books, records, maps, plans or other documents requested by the Issuing Authority that are provided pursuant to this License to the extent they are designated as such by the Licensee. In the event that the Issuing Authority LFA receives a request to disclose any under FOIL or similar law for the disclosure of information provided to the Issuing Authority by the Licensee pursuant to this Licensethat Franchisee has designated as confidential, which information is deemed by the Licensee to be confidential trade secret or proprietary, then the Issuing Authority LFA shall promptly notify the Licensee in writing Franchisee of such request, prior request and cooperate with Franchisee to enforce the provisions of this paragraph to the fullest extent permitted by law. LFA shall not make public disclosure of such information, consistent with applicable law, and to maintain such information as confidential and proprietary consistent with applicable lawif it is exempt from mandatory disclosure under FOIL or unless required by court order. The Licensee Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications ActXxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 47 U.S.C. § 55100 X.X.X. §000.

Open Books and Records. Upon at least thirty (30) business days reasonable written notice to the LicenseeFranchisee and consistent with Section 11.1.1 below, the Issuing Authority or its designee City shall have the right to inspect at a location reasonably and mutually convenient to the parties hereto the LicenseeFranchisee’s books and records pertaining to the LicenseeFranchisee’s provision of Cable Service in the Town Franchise Area at any time during Licensee’s regular business hours Normal Business Hours and on a reasonable and nondisruptive basis, as is are reasonably necessary to ensure compliance with the terms of this LicenseFranchise, including, but not limited to, the calculation of Franchise Fees in accordance with Section 10.5 hereof. Such notice shall specifically reference the section or subsection of this License the Franchise which is under review, so that the Licensee Franchisee may organize the necessary books and records for appropriate access by the Issuing AuthorityCity. The Licensee Franchisee shall not be required to maintain any books and records for License Franchise compliance purposes longer than three six (36) years. Any records to be inspected by the City pursuant to this Article 11 shall be made available by Franchisee to the City in a mutually agreeable format and location, including, at the City’s request, at a designated office of the Franchisee in the City. Notwithstanding anything to the contrary set forth hereinin this Agreement, the Licensee Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the TownService Area. For purposes of this Section, “proprietary or confidential” information includes, but is not limited to: information related to the Cable System design; trade secrets; Subscriber lists; marketing plans; financial information unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. Any information disclosed to the City that the Franchisee reasonably identifies as confidential or competitvely sensitive (including, without limitation, financial information related to the calculation of Franchise Fees) shall be treated by the City as confidential under Section 87(2) (d) of the New York Public Officers Law and the City shall disclose such information only to employees, representatives, and agents thereof who have a need to know, or in order to enforce the provisions hereof. If the Licensee believes City receives a request under FOIL or similar law for the disclosure of information that Franchisee has designated as confidential, competitively sensitive, a trade secret or proprietary, the City shall notify Franchisee of such request. If the City determines in good faith that public disclosure of the requested information is proprietary required under FOIL or confidentialpursuant to a court order, the Licensee City shall provide the following information so notify Franchisee and before making disclosure shall give Franchisee a reasonable period of time to the Issuing Authority: (i) specific identification of the information; (ii) a statement attesting seek to the reason(s) the Licensee believes the information is confidential; and (iii) a statement that the documents are available at the Licensee’s designated offices for inspection by the Issuing Authorityobtain judicial redress to preclude public disclosure. The Issuing Authority shall take reasonable steps consistent with applicable law to protect the proprietary and confidential nature of any books, records, maps, plans or other documents requested by the Issuing Authority that are provided pursuant to this License to the extent they are designated as such by the Licensee. In the event that the Issuing Authority receives a request to disclose any information provided to the Issuing Authority by the Licensee pursuant to this License, which information is deemed by the Licensee to be confidential or proprietary, then the Issuing Authority shall promptly notify the Licensee in writing of such request, prior to disclosure of such information, consistent with applicable law, and to maintain such information as confidential and proprietary consistent with applicable law. The Licensee Franchisee shall not be required to provide Subscriber information in violation of Section 631 Xxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §000. Nothing in this Article 11 is intended to be inconsistent with the authority of the Communications Act, 47 U.S.C. § 551Comptroller under Section 93(b) of the New York City Charter to perform audits.

Open Books and Records. Upon at least reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the LicenseeFranchisee, the Issuing Authority or its designee LFA shall have the right to inspect at a location reasonably and mutually convenient to the parties hereto the LicenseeFranchisee’s books and records pertaining to the LicenseeFranchisee’s provision of Cable Service in the Town Franchise Area at any time during Licensee’s regular business hours Normal Business Hours and on a reasonable and nondisruptive basis, as is are reasonably necessary to ensure compliance with the terms of this LicenseFranchise. Such notice shall specifically reference the section or subsection of this License the Franchise which is under review, so that the Licensee Franchisee may organize the necessary books and records for appropriate access by the Issuing AuthorityLFA. The Licensee Following the notice period set forth herein, Franchisee shall make such books and records available to the LFA at a mutually agreed upon location within one hundred (100) miles of the territorial limits of the LFA. Franchisee shall not be required to maintain any books and records for License Franchise compliance purposes longer than three six (36) years. Notwithstanding anything to the contrary set forth herein, the Licensee Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the TownService Area. Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87 (2) (d) of the New York Public Officers Law, and shall only disclose it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. For the purpose of this section, “proprietary and confidential” information includes, but is not limited to: information related to the Cable System design, trade secrets, subscriber lists, marketing plans, financial information unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. If the Licensee believes that the requested information is proprietary or confidential, the Licensee shall provide the following information to the Issuing Authority: (i) specific identification of the information; (ii) a statement attesting to the reason(s) the Licensee believes the information is confidential; and (iii) a statement that the documents are available at the Licensee’s designated offices for inspection by the Issuing Authority. The Issuing Authority shall take reasonable steps consistent with applicable law to protect the proprietary and confidential nature of any books, records, maps, plans or other documents requested by the Issuing Authority that are provided pursuant to this License to the extent they are designated as such by the Licensee. In the event that the Issuing Authority LFA receives a request to disclose any under FOIL, or similar law for the disclosure of information provided to that the Issuing Authority by the Licensee pursuant to this LicenseFranchisee has designated as confidential, which information is deemed by the Licensee to be confidential trade secret or proprietary, then the Issuing Authority LFA shall promptly notify the Licensee in writing Franchisee of such request, prior request and cooperate with Franchisee to enforce the provisions of this Section to the fullest extent permitted by law. The LFA shall not make public disclosure of such information, consistent with applicable law, and to maintain such information as confidential and proprietary consistent with applicable lawif it is exempt from mandatory disclosure under FOIL or unless required by court order. The Licensee Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. § U. S . C. §551.

Open Books and Records. Upon at least reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the LicenseeFranchisee, the Issuing Authority or its designee LFA shall have the right to inspect at a location reasonably and mutually convenient to the parties hereto the LicenseeFranchisee’s books and records pertaining to the LicenseeFranchisee’s provision of Cable Service in the Town Franchise Area at any time during Licensee’s regular business hours Normal Business Hours and on a reasonable and nondisruptive non-disruptive basis, as is are reasonably necessary to ensure compliance with the terms of this LicenseFranchise. Such notice shall specifically reference the section or subsection of this License the Franchise which is under review, so that the Licensee Franchisee may organize the necessary books and records for appropriate access by the Issuing AuthorityLFA. The Licensee Franchisee shall not be required to maintain any books and records for License Franchise compliance purposes longer than three six (36) years. Notwithstanding anything to the contrary set forth herein, the Licensee Franchisee shall not be required to disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the TownFranchise Area. Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law and shall only disclose it to employees, representatives and agents thereof who have a need to know, or in order to enforce the provisions hereof. For purposes of this Section, “proprietary and confidential” information includes, but is not limited to: information related to the Cable System design; trade secrets; Subscriber lists; marketing plans; financial information; or other information that is reasonably determined by Franchisee to be competitively sensitive. If the Licensee believes LFA receives a request under FOIL or similar law for the disclosure of information that Franchisee has designated as confidential, competitively sensitive, a trade secret or proprietary, the LFA shall promptly notify Franchisee of such request. If the LFA determines in good faith that public disclosure of the requested information is proprietary or confidentialrequired under FOIL, the Licensee LFA shall provide so notify Franchisee as soon as practicable before making the following information disclosure, to the Issuing Authority: (i) specific identification of the information; (ii) a statement attesting allow Franchisee to the reason(s) the Licensee believes the information is confidential; and (iii) a statement that the documents are available at the Licensee’s designated offices for inspection by the Issuing Authorityseek to obtain judicial redress to preclude disclosure. The Issuing Authority shall take reasonable steps consistent with applicable law to protect the proprietary and confidential nature of any books, records, maps, plans or other documents requested by the Issuing Authority that are provided pursuant to this License to the extent they are designated as such by the Licensee. In the event that the Issuing Authority receives a request to disclose any information provided to the Issuing Authority by the Licensee pursuant to this License, which information is deemed by the Licensee to be confidential or proprietary, then the Issuing Authority shall promptly notify the Licensee in writing of such request, prior to disclosure of such information, consistent with applicable law, and to maintain such information as confidential and proprietary consistent with applicable law. The Licensee Franchisee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. § 551.