Common use of Open Books and Records Clause in Contracts

Open Books and Records. The Grantor will have the right as necessary or desirable for effectively administering and enforcing the Franchise, to inspect at any time upon reasonable notice all records of the Grantee which relate to the operation of the Cable System, provision of Cable Service, or the Grantee’s performance under this Franchise. Access to such records will be maintained or made available at no cost to the Grantor within the Franchise Area during normal business hours if maintained locally, or, if not available locally, provided within ten (10) days of notice from the Grantor requesting such records at an agreed upon location within the Franchise Area [or within miles of the Franchise Area]. Access to the aforementioned records will not be denied by the Grantee to representatives of the Grantor on the basis that said records contain “proprietary information,” nor on the basis that they contain trade secrets. To the extent allowed under Oregon law, the Grantor will protect proprietary information including trade secrets of the Grantee from disclosure. The Grantee will also provide, upon request and reasonable notice, in the manner set forth in this Section the following information: (a) for the specific purpose of a bona fide audit or enforcement effort being conducted by the Grantor, the true and entire cost of construction, upgrade and replacement of plant and equipment for the cable system authorized under this franchise; the true and entire cost of the maintenance, administration and operation of the cable system, including any operations or revenue generated from the cable system by any parent company or affiliate within the Franchise Area indicated or implicated as direct or indirect revenue to the Grantee from the provision of Cable Services within the Franchise Area; and (b) the amount collected by the Grantee from Subscribers of Cable Services of the Grantee's Cable System under this Franchise and other information necessary to verify compliance with this Franchise or other ordinances of the Grantor. Within 45 (forty-five) days of written request, Grantee will provide to Grantor, at no cost to Grantor, any information that allows Grantor to easily and sufficiently verify compliance with all the requirements of this Franchise.

Open Books and Records. The Grantor will Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days written notice to the Franchisee, the LFA shall have the right as necessary or desirable for effectively administering and enforcing the Franchise, to inspect Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time upon reasonable notice all records during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of the Grantee which relate to the operation of the Cable System, provision of Cable Service, or the Grantee’s performance under this Franchise. Access to such records will be maintained Such notice shall specifically reference the section or made available at no cost to the Grantor within the Franchise Area during normal business hours if maintained locally, or, if not available locally, provided within ten (10) days of notice from the Grantor requesting such records at an agreed upon location within the Franchise Area [or within miles subsection of the Franchise Area]which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Access 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 Franchise compliance purposes longer than five (5) years. Notwithstanding anything to the aforementioned records will contrary set forth herein, Franchisee shall not be denied by the Grantee required to representatives disclose information that it reasonably deems to be proprietary or confidential in nature, nor disclose any of the Grantor on the basis that said its or an Affiliate’s books and records contain “proprietary information,” nor on the basis that they contain trade secrets. To the extent allowed under Oregon law, the Grantor will protect proprietary information including trade secrets of the Grantee from disclosure. The Grantee will also provide, upon request and reasonable notice, in the manner set forth in this Section the following information: (a) for the specific purpose of a bona fide audit or enforcement effort being conducted by the Grantor, the true and entire cost of construction, upgrade and replacement of plant and equipment for the cable system authorized under this franchise; the true and entire cost of the maintenance, administration and operation of the cable system, including any operations or revenue generated from the cable system by any parent company or affiliate within the Franchise Area indicated or implicated as direct or indirect revenue not relating to the Grantee from the provision of Cable Services within Service in the Franchise Service 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; and (b) the amount collected or other information that is reasonably determined by the Grantee from Subscribers Franchisee to be competitively sensitive. If the LFA receives a request under FOIL, or similar law for the disclosure of Cable Services 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 Grantee's Cable System requested information is required under this Franchise and other FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude disclosure. Franchisee shall not be required to provide Subscriber information necessary to verify compliance with this Franchise or other ordinances in violation of the Grantor. Within 45 (forty-five) days of written requestXxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, Grantee will provide to Grantor, at no cost to Grantor, any information that allows Grantor to easily and sufficiently verify compliance with all the requirements of this Franchise00 X.X.X. §000.

Open Books and Records. The Grantor will Upon reasonable written notice to the Franchisee and consistent with Section 11.1.1 below, the City shall have the right as necessary or desirable for effectively administering and enforcing the Franchise, to inspect Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time upon reasonable notice all records during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of the Grantee which relate to the operation of the Cable System, provision of Cable Service, or the Grantee’s performance under this Franchise, including, but not limited to, the calculation of Franchise Fees in accordance with Section 10.5 hereof. Access to such records will be maintained Such notice shall specifically reference the section or made available at no cost to the Grantor within the Franchise Area during normal business hours if maintained locally, or, if not available locally, provided within ten (10) days of notice from the Grantor requesting such records at an agreed upon location within the Franchise Area [or within miles subsection of the Franchise Area]which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the City. Access Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than six (6) years. Any records to be inspected by the City pursuant to this Article 11 shall be made available by Franchisee to the aforementioned records will City in a mutually agreeable format and location, including, at the City’s request, at a designated office of the Franchisee in the City. Franchisee may identify information disclosed to the City hereunder as “proprietary or confidential.” For purposes of this Section, “proprietary or confidential” information may include, but is not limited to: information related to the Cable Systems design; trade secrets; Subscriber lists; marketing plans; financial information unrelated to the calculation of the Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. Subject to applicable law, including but not limited to New York State Public Officers Law (“FOIL”), any such 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 monitor, enforce, or audit the Franchisee’s compliance with, the provisions hereof. If the City receives a request under FOIL or similar law for the disclosure of information that Franchisee has designated as proprietary or 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 required under FOIL or pursuant to a court order, the City shall so notify Franchisee and before making disclosure shall give Franchisee a reasonable period of time to seek to obtain judicial redress to preclude public disclosure. Franchisee shall not be denied by required to provide Subscriber information in violation of Xxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §000. Nothing in this Article 11 is intended to impair in any way the Grantee to representatives authority of the Grantor on the basis that said records contain “proprietary information,” nor on the basis that they contain trade secrets. To the extent allowed Comptroller under Oregon law, the Grantor will protect proprietary information including trade secrets Section 93(b) of the Grantee from disclosureNew York City Charter to perform audits. The Grantee will also provide, upon request and reasonable notice, in Notwithstanding anything to the manner contrary set forth in this Section the following information: Agreement, Franchisee shall not be required to disclose information (aincluding its books and records and books and records of an Affiliate) for the specific purpose of a bona fide audit or enforcement effort being conducted by the Grantorthat, the true and entire cost of constructionin Franchisee’s reasonable determination, upgrade and replacement of plant and equipment for the cable system authorized under this franchise; the true and entire cost of the maintenance, administration and operation of the cable system, including any operations or revenue generated from the cable system by any parent company or affiliate within the Franchise Area indicated or implicated as direct or indirect revenue does not relate to the Grantee from the provision of Cable Services within Service in the Franchise Service Area; and (b) the amount collected by the Grantee from Subscribers of Cable Services of the Grantee's Cable System under this Franchise and other information necessary to verify compliance with this Franchise or other ordinances of the Grantor. Within 45 (forty-five) days of written request, Grantee will provide to Grantor, at no cost to Grantor, any information that allows Grantor to easily and sufficiently verify compliance with all the requirements of this Franchise.