Common use of RIGHT TO KNOW LAW Clause in Contracts

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. b. If the University needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the University. c. Upon written notification from the University that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide the University, within ten (10) days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the University reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University and provide, within seven (7) days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five (5) days of receipt of written notification of the University’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University. g. The University will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University decision to release a record to the public with the Office of Open Records, or in an appropriate Pennsylvania Court; however, the Contractor shall indemnify the University for any legal expenses incurred as a result of such a challenge and shall hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the University’s disclosure of Requested Information pursuant to the RTKL.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. b. If Unless the University Contractor provides the Commonwealth, in writing, with the name and contactinformation of another person, the agency shall notify the Contractor using the Contractorinformation provided by the Contractor in SRM if the agency needs the Contractor’s assistance in any matter arising out of the RTKL related Right to this Contract, it Know Law (“RTKL”). The Contractor shall notify the Contractor using agency in writing of any change in the legal name or the contact information provided in this Contract. The Contractor, at any time, may designate within a different contact for such purpose upon reasonable time prior written notice to the Universitychange. c. Upon written notification from the University Commonwealth that it the Commonwealth requires the Contractor’s assistance in responding to a RTKL request under the RTKL for information related to this Contract that may be records in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide shall provide the UniversityCommonwealth, within ten fourteen (1014) calendar days after receipt of written such notification, access to, and copies of, any document or information in the Contractor’s possession arising which arises out of this the Contract that the University reasonably believes is Commonwealth requests (“Requested Information Information”) and may be a public record under the RTKL; and 2) Provide provide such other assistance as the University Commonwealth may reasonably request, request in order to comply with the RTKL with respect RTKL. If the Contractor fails to this Contractprovide the Requested Information within fourteen (14) calendar days after receipt of such request, the Contractor shall indemnify and hold the Commonwealth harmless for any damages, penalties, detriment or harm that the Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the Commonwealth. d. The Commonwealth’s determination as to whether the Requested Information is a public record is dispositive of the question as between the parties. Contractor agrees not to challenge the Commonwealth’s decision to deem the Requested Information a Public Record. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must will immediately notify the University Commonwealth, and provide, within seven (7) days of receiving the written notification, will provide a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKLRTKL within seven (7) calendar days of receiving the request. If, upon review of the Contractor’s written statement, the Commonwealth still decides to provide the Requested Information, Contractor will not challenge or in any way hold the Commonwealth liable for such a decision. e. The University will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five (5) days of receipt of written notification of the University’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University. g. The University Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions this provision only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The f. Contractor may file a legal challenge agrees to abide by any University decision to release a record to the public with made by the Office of Open Records, or in an appropriate by the Pennsylvania Court; however, the Contractor shall indemnify the University for any legal expenses incurred as a result of such a challenge and shall hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University, regardless of the outcome of such legal challengeCourts. As between the parties, the The Contractor agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. Contractor’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. b. If the University PA eHealth needs the ContractorCP’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor CP using the legal contact information provided in this ContractAgreement. The ContractorCP, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the University. c. PA eHealth. Upon written notification from the University PA eHealth that it requires the ContractorCP’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorCP’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor CP shall: 1) : Provide the UniversityPA eHealth, within ten (10) days calendar Days after receipt of written notification, access to, and copies of, any document or information in the ContractorCP’s possession arising out of this Contract Agreement that the University PA eHealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) and Provide such other assistance as the University PA eHealth may reasonably request, in order to comply with the RTKL with respect to this Contract. d. Agreement. If the Contractor CP considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor CP considers exempt from production under the RTKL, the Contractor CP must notify the University PA eHealth and provide, within seven (7) days calendar Days of receiving the written notification, a written statement signed by a representative of the Contractor CP explaining why the requested material is exempt from public disclosure under the RTKL. e. The University . PA eHealth will rely upon the written statement from the Contractor CP in denying a RTKL request for the Requested Information unless the University PA eHealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should PA eHealth determine that the Contractor Requested Information is clearly not exempt from disclosure, the CP shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityPA eHealth’s determination. f. . If the Contractor CP fails to provide the Requested Information within the time period required by these provisions, the Contractor CP shall indemnify and hold the University PA eHealth harmless for any damages, penalties, costs, detriment or harm that the University PA eHealth may incur as a result of the ContractorCP’s failure, including any statutory damages assessed against the University. g. The University PA eHealth. PA eHealth will reimburse the Contractor CP for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. . The Contractor CP may file a legal challenge to any University PA eHealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; however, the Contractor Courts. The CP shall indemnify the University PA eHealth for any legal expenses incurred by PA eHealth as a result of such a challenge and shall hold the University PA eHealth harmless for any damages, penalties, costs, detriment or harm that the University PA eHealth may incur as a result of the ContractorCP’s failure, including any statutory damages assessed against the UniversityPA eHealth, regardless of where the outcome of such legal challengechallenge shows the record to be “public” (as defined under the RTKL). As between the partiesParties, the Contractor CP agrees to waive all rights or remedies that may be available to it as a result of the UniversityPA eHealth’s disclosure of Requested Information pursuant to the RTKL. The CP’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the CP has Requested Information in its possession.

RIGHT TO KNOW LAW. a. A. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. b. B. If the University County needs the ContractorSupplier’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor Supplier using the legal contact information provided in this ContractAgreement. The ContractorSupplier, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCounty. c. C. Upon written notification from the University County that it requires the ContractorSupplier’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorSupplier’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Supplier shall: 1) Provide the UniversityCounty, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorSupplier’s possession arising out of this Contract Agreement that the University County reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University County may reasonably request, in order to comply with the RTKL with respect to this ContractAgreement. d. D. If the Contractor Supplier considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Supplier considers exempt from production under the RTKL, the Contractor Supplier must notify the University County and provide, within seven (7) calendar days of receiving the written notification, a redacted copy of such document along with a written statement signed by a representative of the Contractor supplier explaining why the requested material is exempt from public disclosure under the RTKL. e. E. The University County will rely upon the written statement from the Contractor Supplier in denying a RTKL request for the Requested Information unless the University County determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor County determine that the Requested Information is clearly not exempt from disclosure, the Supplier shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCounty’s determination. f. F. If the Contractor Supplier fails to provide the Requested Information within the time period required by these provisions, the Contractor Supplier shall indemnify defend and hold the University County harmless for any damages, penalties, costs, detriment or harm that the University County may incur as a result of the ContractorSupplier’s failure, including any statutory damages assessed against the UniversityCounty. g. G. The University will reimburse Supplier shall have the Contractor for any costs associated with complying with these provisions only obligation to request participation and defend the extent allowed under the fee schedule established by University, or if none, decision issued by the Bucks County Office of Open Records or as otherwise provided by the RTKL if a fee schedule is inapplicable. h. The Contractor may file a legal challenge to in any University decision to release a record appeal to the public with the Pennsylvania Office of Open Records, or in an appropriate Pennsylvania Court; however, Records and subsequent appeal regarding documents of Supplier H. The Supplier’s duties relating to the Contractor shall indemnify RTKL are continuing duties that survive the University for any legal expenses incurred as a result expiration of such a challenge this Agreement and shall hold continue as long as the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the University’s disclosure of Supplier has Requested Information pursuant to the RTKLin its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. b. If the University needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the University. c. Upon written notification from the University that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide the University, within ten (10) days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the University reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University and provide, within seven (7) days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five (5) days of receipt of written notification of the University’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University. g. The University will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, University or if none, by the Office of Open Records or as otherwise provided by the RTKL if a fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University decision to release a record to the public with the Office of Open Records, or in an appropriate Pennsylvania Court; , however, the Contractor shall indemnify the University for any legal expenses incurred as a result of such a challenge and shall hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the University’s disclosure of Requested Information pursuant to the RTKL.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency. b. If the University Commonwealth needs the Contractora Party’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor Party using the legal contact information provided in this ContractAgreement. The ContractorParty, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the Contractora Party’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorParty’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Party shall: 1) Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorParty’s possession arising out of this Contract Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractAgreement. d. If the Contractor a Party considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Party considers exempt from production under the RTKL, the Contractor Party must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Party explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor Party in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Party shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. If the Contractor a Party fails to provide the Requested Information within the time period required by these provisions, the Contractor Party shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorParty’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. The University Commonwealth will reimburse the Contractor Party for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor Party may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Party shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorParty’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor The Party agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. i. The Party’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the Party has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency. b. If the University Commonwealth needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Contractor shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. The University Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. i. The Contractor’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.

RIGHT TO KNOW LAW. a. (a) The Development Entity acknowledges that the Department is required to comply with the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, 3104 (“the RTKL”) applies ). The Department’s policy in relation to the RTKL in operation as at the date of this ContractPPA is available online at xxx://xxx.xxx.xxxxx.xx.xx/public/bureaus/BOS/PennDOTRTKLAgencyPolicy.pdf. b. If the University needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the University. c. (b) Upon written notification from the University Department that it requires the ContractorDevelopment Entity’s assistance in responding to a request under the RTKL for information related to this Contract PPA that may be in the ContractorDevelopment Entity’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Development Entity shall: 1(i) Provide provide the UniversityDepartment, within ten (10) days after receipt of written notification, access to, and copies of, any document or information in the ContractorDevelopment Entity’s possession arising out of this Contract PPA that the University Department reasonably believes is Requested Information and may be a public record under the RTKL; and 2(ii) Provide provide such other assistance as the University Department may reasonably request, in order to comply with the RTKL with respect to this ContractPPA. d. (c) If the Contractor Development Entity considers the Requested Information to include a request for a "Trade Secret Secret" or "Confidential Proprietary Information, " (as those terms are defined by the RTKL, ) or other information that the Contractor Development Entity considers exempt from production under the RTKL, the Contractor Development Entity must notify the University Department and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Development Entity explaining why the requested material is exempt from public disclosure under the RTKL. e. (d) The University Department will rely upon the written statement from the Contractor Development Entity in denying a RTKL request for the Requested Information unless the University Department determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Department determine that the Requested Information is clearly not exempt from disclosure, the Development Entity shall provide the Requested Information within five (5) days Business Days of receipt of written notification of the UniversityDepartment’s determination. f. (e) If the Contractor Development Entity fails to provide the Requested Information within the time period required by these provisions, the Contractor Development Entity shall indemnify and hold the University Department harmless for any damages, penalties, costs, detriment or harm that the University Department may incur as a result of the ContractorDevelopment Entity’s failure, including any statutory damages assessed against the UniversityDepartment. g. (f) The University Department will reimburse the Contractor Development Entity for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. (g) The Contractor Development Entity may file a legal challenge to any University Department decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Courtcourts; however, the Contractor Development Entity shall indemnify the University Department for any legal expenses incurred by the Department as a result of such a challenge and shall hold the University Department harmless for any damages, penalties, costs, detriment or harm that the University Department may incur as a result of the ContractorDevelopment Entity’s failure, including any statutory damages assessed against the UniversityDepartment, regardless of the outcome of such legal challenge. As between the parties, the Contractor Development Entity agrees to waive all rights or remedies that may be available to it as a result of the UniversityDepartment’s disclosure of Requested Information pursuant to the RTKL.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency. b. If the University Commonwealth needs the ContractorSubgrantee’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor Subgrantee using the legal contact information provided in this Contract. The ContractorSubgrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the ContractorSubgrantee’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the ContractorSubgrantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Subgrantee shall: 1) d. Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorSubgrantee’s possession arising out of this Contract that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) e. Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract. d. f. If the Contractor Subgrantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Subgrantee considers exempt from production under the RTKL, the Contractor Subgrantee must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Subgrantee explaining why the requested material is exempt from public disclosure under the RTKL. e. g. The University Commonwealth will rely upon the written statement from the Contractor Subgrantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Subgrantee shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. h. If the Contractor Subgrantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Subgrantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorSubgrantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. i. The University Commonwealth will reimburse the Contractor Subgrantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. j. The Contractor Subgrantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Subgrantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorSubgrantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Subgrantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. k. The Subgrantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Subgrantee has Requested Information in its possession.

RIGHT TO KNOW LAW. a. A. The Grantee or Sub-grantee understands that this Grant Agreement and records related to or arising out of the Grant Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies ). For the purpose of these provisions, the term “the Commonwealth” shall refer to this Contractthe granting Commonwealth agency. b. B. If the University Commonwealth needs the ContractorGrantee’s or Sub-grantee’s assistance in any matter arising out of the RTKL related to this ContractGrant Agreement, it shall notify the Contractor Grantee of subgrantee using the legal contact information provided in this Contractthe Grant Agreement. The ContractorGrantee or subgrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. C. Upon written notification from the University Commonwealth that it requires the ContractorGrantee’s or Sub-grantee’s assistance in responding to a request under the RTKL for information related to this Contract Grant Agreement that may be in the ContractorGrantee’s or subgrantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee or subgrantee shall: (1) Provide the UniversityCommonwealth, within ten (10) 10 calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s or Sub-grantee’s possession arising out of this Contract Grant Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and (2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractGrant Agreement. d. D. If the Contractor Grantee or Sub-grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee or Sub-grantee considers exempt from production under the RTKL, the Contractor Grantee or Sub-grantee must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee or subgrantee explaining why the requested material is exempt from public disclosure under the RTKL. e. E. The University Commonwealth will rely upon the written statement from the Contractor Grantee or Sub-grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, Grantee or Sub-grantee shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. F. If the Contractor Grantee or Sub-grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee or Sub-grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s or Sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. G. The University Commonwealth will reimburse the Contractor Grantee or Sub-grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor H. Grantee or Sub-grantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee or Sub-grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s or Sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee or Sub-grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. I. The Grantee’s or Sub-grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Grant Agreement and shall continue as long as the Grantee or Sub-grantee has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. b. If the University needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the University. c. Upon written notification from the University that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide the University, within ten (10) days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the University reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University and provide, within seven (7) days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five (5) days of receipt of written notification of the University’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University. g. The University will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by Universityuniversity, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University decision to release a record to the public with the Office of Open Records, or in an appropriate Pennsylvania Court; however, the Contractor shall indemnify the University for any legal expenses incurred as a result of such a challenge and shall hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the University’s disclosure of Requested Information pursuant to the RTKL.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. b. A. If the University PA eHealth needs the ContractorCP’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor CP using the legal contact information provided in this ContractAgreement. The ContractorCP, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityPA eHealth. c. B. Upon written notification from the University PA eHealth that it requires the ContractorCP’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorCP’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor CP shall: 1) . Provide the UniversityPA eHealth, within ten (10) days calendar Days after receipt of written notification, access to, and copies of, any document or information in the ContractorCP’s possession arising out of this Contract Agreement that the University PA eHealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) . Provide such other assistance as the University PA eHealth may reasonably request, in order to comply with the RTKL with respect to this ContractAgreement. d. C. If the Contractor CP considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor CP considers exempt from production under the RTKL, the Contractor CP must notify the University PA eHealth and provide, within seven (7) days calendar Days of receiving the written notification, a written statement signed by a representative of the Contractor CP explaining why the requested material is exempt from public disclosure under the RTKL. e. The University D. PA eHealth will rely upon the written statement from the Contractor CP in denying a RTKL request for the Requested Information unless the University PA eHealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should PA eHealth determine that the Contractor Requested Information is clearly not exempt from disclosure, the CP shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityPA eHealth’s determination. f. E. If the Contractor CP fails to provide the Requested Information within the time period required by these provisions, the Contractor CP shall indemnify and hold the University PA eHealth harmless for any damages, penalties, costs, detriment or harm that the University PA eHealth may incur as a result of the ContractorCP’s failure, including any statutory damages assessed against the UniversityPA eHealth. g. The University F. PA eHealth will reimburse the Contractor CP for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. G. The Contractor CP may file a legal challenge to any University PA eHealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; however, the Contractor Courts. The CP shall indemnify the University PA eHealth for any legal expenses incurred by PA eHealth as a result of such a challenge and shall hold the University PA eHealth harmless for any damages, penalties, costs, detriment or harm that the University PA eHealth may incur as a result of the ContractorCP’s failure, including any statutory damages assessed against the UniversityPA eHealth, regardless of where the outcome of such legal challengechallenge shows the record to be “public” (as defined under the RTKL). As between the partiesParties, the Contractor CP agrees to waive all rights or remedies that may be available to it as a result of the UniversityPA eHealth’s disclosure of Requested Information pursuant to the RTKL. H. The CP’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the CP has Requested Information in its possession.

RIGHT TO KNOW LAW. a. A. The Grantee or sub-grantee understands that this Grant Agreement and records related to or arising out of the Grant Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-310467.3104, (“RTKL”) applies ). For the purpose of these provisions, the term “the Commonwealth” shall refer to this Contractthe granting Commonwealth agency. b. B. If the University Commonwealth needs the ContractorGrantee’s or sub-grantee’s assistance in any matter arising out of the RTKL related to this ContractGrant Agreement, it shall notify the Contractor Grantee o r sub-grantee using the legal contact information provided in this Contractthe Grant Agreement. The ContractorGrantee or sub-grantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. C. Upon written notification from the University Commonwealth that it requires the ContractorGrantee’s or sub-grantee’s assistance in responding to a request under the RTKL for information related to this Contract Grant Agreement that may be in the ContractorGrantee’s or sub-grantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee or sub-grantee shall: (1) Provide the UniversityCommonwealth, within ten (10) 10 calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s or sub-grantee’s possession arising out of this Contract Grant Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and, (2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractGrant Agreement. d. D. If the Contractor Grantee or sub-grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee or sub-grantee considers exempt from production under the RTKL, the Contractor Grantee or sub-grantee must notify the University Commonwealth and provide, within seven (7) 7 calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee or sub-grantee explaining why the requested material is exempt from public disclosure under the RTKL. e. E. The University Commonwealth will rely upon the written statement from the Contractor Grantee or sub-grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, Grantee or sub-grantee shall provide the Requested Information within five (5) 5 business days of receipt of written notification of the UniversityCommonwealth’s determination. f. F. If the Contractor Grantee or sub-grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee or sub-grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s or sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. G. The University Commonwealth will reimburse the Contractor Grantee or sub-grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor X. Xxxxxxx or sub-grantee may file f ile a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania CourtCourts; however, the Contractor Grantee or sub-grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorXxxxxxx’s or sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee or sub-grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. I. The Grantee’s or sub-grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Grant Agreement and shall continue as long as the Grantee or sub-grantee has requested information in its possession.

RIGHT TO KNOW LAW. a. 1. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. For the purpose of these provisions, the term “the Commonwealth” shall refer to the grant awarding Commonwealth agency. b. 2. If the University Commonwealth needs the ContractorXxxxxxx’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor Grantee using the legal contact information provided in this ContractAgreement. The ContractorGrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. 3. Upon written notification from the University Commonwealth that it requires the ContractorXxxxxxx’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorXxxxxxx’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee shall: 1) Provide a. provide the UniversityCommonwealth, within ten (10) 10 calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorXxxxxxx’s possession arising out of this Contract Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide b. provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractAgreement. d. 4. If the Contractor Xxxxxxx considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee considers exempt from production under the RTKL, the Contractor Grantee must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee explaining why the requested material is exempt from public disclosure under the RTKL. e. 5. The University Commonwealth will rely upon the written statement from the Contractor Grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, Grantee shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. 6. If the Contractor Grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorXxxxxxx’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. 7. The University Commonwealth will reimburse the Contractor Grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor 8. Grantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorXxxxxxx’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Xxxxxxx agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. 9. Xxxxxxx’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as Grantee has Requested Information in its possession.

RIGHT TO KNOW LAW. a. A. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. b. If B. Unless the University Professional provides the Commonwealth, in writing, with the name and contact information of another person, the Department shall notify the Professional using the Professional information provided by the Professional, if the Department needs the ContractorProfessional’s assistance in any matter arising out of the RTKL related Right to this Contract, it Know Law (“RTKL”). The Professional shall notify the Contractor using Department in writing of any change in the legal name or the contact information provided in this Contract. The Contractor, at any time, may designate within a different contact for such purpose upon reasonable time prior written notice to the Universitychange. c. C. Upon written notification from the University Commonwealth that it the Commonwealth requires the ContractorProfessional’s assistance in responding to a RTKL request under the RTKL for information related to this Contract that may be records in the ContractorProfessional’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), Professional shall provide the Contractor shall: 1) Provide the UniversityCommonwealth, within ten fourteen (1014) calendar days after receipt of written such notification, access to, and copies of, any document or information in the ContractorProfessional’s possession arising which arises out of this Contract Agreement that the University reasonably believes is Commonwealth requests (“Requested Information Information”), and may be a public record under the RTKL; and 2) Provide provide such other assistance as the University Commonwealth may reasonably request, request in order to comply with the RTKL with respect RTKL. If the Professional fails to this Contractprovide the Requested Information within fourteen (14) calendar days after receipt of such request, the Professional shall indemnify and hold the Commonwealth harmless for any damages, penalties, detriment, or harm that the Commonwealth may incur as a result of the Professional’s failure, including any statutory damages assessed against the Commonwealth. d. D. The Commonwealth’s determination as to whether the Requested Information is a public record is dispositive of the question as between the parties. Professional agrees not to challenge the Commonwealth’s decision to deem the Requested Information a Public Record. If the Contractor Professional considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must Professional will immediately notify the University Commonwealth, and provide, within seven (7) days of receiving the written notification, will provide a written statement signed by a representative of the Contractor Professional explaining why the requested material is exempt from public disclosure under the RTKL. e. The University will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five seven (57) calendar days of receipt of written notification receiving the request. If, upon review of the UniversityProfessional’s determination. f. If written statement, the Contractor fails Commonwealth still decides to provide the Requested Information within the time period required by these provisionsInformation, the Contractor shall indemnify and Professional will not challenge, or in any way, hold the University harmless Commonwealth liable for any damages, penalties, costs, detriment or harm that the University may incur as such a result of the Contractor’s failure, including any statutory damages assessed against the Universitydecision. g. E. The University Commonwealth will reimburse the Contractor Professional for any costs associated with complying with these provisions this provision only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL RTKL, if a the fee schedule is inapplicable. h. The Contractor may file a legal challenge X. Professional agrees to abide by any University decision to release a record to the public with made by the Office of Open Records, or in an appropriate by the Pennsylvania Court; however, the Contractor shall indemnify the University for any legal expenses incurred as a result of such a challenge and shall hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University, regardless of the outcome of such legal challengeCourts. As between the parties, the Contractor The Professional agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. The Professional’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the Professional has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know LawLaw (hereinafter referred to as the “RTKL”), 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. For the purpose of administering the matters relating to the RTKL set forth in this Section, the applicable “Commonwealth agency” as provided in the RTKL shall be the Authority. Capitalized terms used but not otherwise defined herein shall have the same meaning as set forth in the RTKL. b. If the University Authority needs the ContractorSeller’s assistance in any matter arising out of the RTKL related to this ContractRTKL, it the Authority shall notify the Contractor Seller using the legal contact information provided in this ContractAgreement. The ContractorSeller, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityAuthority. c. Upon written notification from the University Authority that it requires the ContractorSeller’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the ContractorSeller’s possession, constituting, or alleged to constitute, a public record Public Record in accordance with the RTKL (“Requested Information”)RTKL, the Contractor Seller shall: 1(i) Provide the UniversityAuthority, within ten (10) calendar days after receipt of written such notification, access to, and copies of, any document or information in the ContractorSeller’s possession arising out of this Contract Agreement that the University Authority reasonably believes is Requested Information and may be a public record Public Record under the RTKL (“Requested Information”), to permit the Authority to evaluate whether such Requested Information is, in fact, a Public Record within the scope of the subject RTKL information request; provided, however, that providing such Requested Information not previously in the Authority’s possession shall not be considered an admission by the Seller that such records are Public Records under the RTKL; and 2(ii) Provide such other assistance as the University Authority reasonably may reasonably request, in order to comply with the RTKL with respect to this Contract. d. RTKL. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University and provide, within seven (7) days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five (5) days of receipt of written notification of the University’s determination. f. If the Contractor Seller fails to provide the Requested Information within the time period required by these provisionsten (10) calendar days after receipt of such request, the Contractor Seller shall indemnify and hold the University Authority harmless for any damages, penalties, costs, detriment or harm that the University Authority may incur under the RTKL as a result of the ContractorSeller’s failure, including any statutory damages assessed against the UniversityAuthority. g. The University will reimburse d. If the Contractor for any costs associated with complying with these provisions only Seller considers the Requested Information not to be a Public Record, or exempt from production due to the extent allowed inclusion of trade secret, confidential proprietary information, or any other reason for exemption from production as a Public Record under the fee schedule established RTKL, the Seller shall provide a written statement to the Authority within seven (7) days of receipt of the Authority’s request for the Requested Information. This statement shall be signed by Universitya representative of the Seller, explaining why the Seller considers the Requested Information exempt from public disclosure. e. If such a written statement is timely provided, the Authority will rely upon it in denying a RTKL request for the information. However, if the Authority reasonably determines that such written statement is patently flawed or if nonethe Requested Information is, by on its face, clearly not protected from disclosure under the RTKL, the Seller shall, subject to its rights of appeal, provide the Requested Information within five (5) business days of notification of the Authority’s decision. If the Seller fails to provide the Requested Information within the five (5) business days, the Seller shall indemnify and hold the Authority harmless from any damages, legal fees, penalties, detriment or harm, including statutory damages assessed against the Authority that the Authority may incur under the RTKL as a result of the Seller’s failure to provide the records. f. The Seller shall be entitled to challenge or appeal any decision of the Authority, the Commonwealth Office of Open Records (“OOR”) or as otherwise provided by any applicable court mandating the RTKL if a fee schedule is inapplicable. h. The Contractor may file a legal challenge to release of any University decision to release a record to the public with which the Office of Open RecordsSeller believes is not properly subject to disclosure under the RTKL; provided, or in an appropriate Pennsylvania Court; however, that (i) the Contractor Seller shall be solely responsible for all costs related to such action; and (ii) the Seller shall indemnify and hold harmless the University for Authority from and against any and all legal expenses incurred as a result of such a challenge and shall hold the University harmless for any fees, damages, penalties, costs, detriment or harm that the University Authority may incur under the RTKL as a result of the Contractor’s failuresuch action, including any statutory damages assessed against the UniversityAuthority, regardless of the outcome of such legal challenge. As between If the partiesSeller does not appeal or is not successful after final appeal from a determination by the OOR or Pennsylvania courts, the Contractor Seller agrees to waive all rights or remedies that may be available to it as a result of the UniversityAuthority’s subsequent disclosure of Requested Information pursuant to such a decision by the OOR or Pennsylvania courts. The Authority will reimburse the Seller for any costs associated with complying with this provision, but only to the extent allowed under the fee schedule established by the OOR, or as otherwise provided by the RTKL, if the fee schedule is inapplicable. g. Notwithstanding the foregoing, nothing set forth herein is intended, nor shall it be construed, to expand the Seller’s obligations, or the Authority’s authority, beyond those obligations and authority, respectively, as are set forth in the RTKL, and the sole remedy for any failure by the Seller to perform any obligation arising hereunder, or under the RTKL, shall be limited to those specifically provided for pursuant to the RTKL, and the failure of the Seller to comply with the provisions of this Section shall not constitute a default or Event of Default under the Agreement.

RIGHT TO KNOW LAW. a. (a) The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency. b. (b) If the University Commonwealth needs the ContractorLicensor’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor Licensor using the legal contact information provided in this ContractAgreement. The ContractorLicensor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. (c) Upon written notification from the University Commonwealth that it requires the ContractorLicensor’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorLicensor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Licensor shall: (1) Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorLicensor’s possession arising out of this Contract Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and (2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractAgreement. d. (d) If the Contractor Licensor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Licensor considers exempt from production under the RTKL, the Contractor Licensor must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Licensor explaining why the requested material is exempt from public disclosure under the RTKL. e. (e) The University Commonwealth will rely upon the written statement from the Contractor Licensor in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Licensor shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. (f) If the Contractor Licensor fails to provide the Requested Information within the time period required by these provisions, the Contractor Licensor shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorLicensor’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. (g) The University Commonwealth will reimburse the Contractor Licensor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. (h) The Contractor Licensor may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Licensor shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorLicensor’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Licensor agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. (i) The Licensor’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the Licensor has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractGrant Agreement. For the purpose of these provisions, the term “the Commonwealth” shall refer to the grant-awarding Commonwealth agency. b. If the University Commonwealth needs the ContractorGrantee’s assistance in any matter arising out of the RTKL related to this ContractGrant agreement, it shall notify the Contractor Grantee using the legal contact information provided in this ContractGrant Agreement. The ContractorGrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the ContractorGrantee’s assistance in responding to a request under the RTKL for information related to this Contract Grant Agreement that may be in the ContractorGrantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee shall: 1) . Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s possession arising out of this Contract Grant Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and, 2) . Provide such other assistance as the University Commonwealth may reasonably request, request in order to comply with the RTKL with respect to this ContractGrant Agreement. d. If the Contractor Grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee considers exempt from production under the RTKL, the Contractor Grantee must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor Grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Grantee shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. If the Contractor Grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. The University Commonwealth will reimburse the Contractor Grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor Grantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. i. The Grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Grant Agreement and shall continue as long as the Grantee has Requested Information in its possession. The [NAME OF SUBRECIPIENT] must comply with all federal and state audit requirements including: The Single Audit Act Amendments of 1996; Office of Management and Budget, Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, (OMB Circular A-133) as amended; and any other applicable law or regulation, and any amendment to such other applicable law or regulation which may be enacted or promulgated by the federal government. If the [NAME OF SUBRECIPIENT] is a local government or non-profit organization and expends total federal awards of $500,000 or more during its fiscal year, received either directly from the federal government or indirectly from a recipient of federal funds, the [NAME OF SUBRECIPIENT] is required to have an audit made in accordance with the provisions of OMB Circular A-133. If the [NAME OF SUBRECIPIENT] is a local government or non-profit organization and expends total federal awards of $500,000 or more during its fiscal year under one federal program, received either directly from the federal government or indirectly from a recipient of federal funds, the [NAME OF SUBRECIPIENT] can submit a program-specific audit in lieu of a single audit in accordance with the provisions of OMB Circular A-133. If the [NAME OF SUBRECIPIENT] expends total federal awards of less than $500,000 during its fiscal year, it is exempt from these audit requirements, but is required to maintain auditable records of federal awards and any state funds that supplement such awards, and to provide access to such records by federal and state agencies or their designees. If the [NAME OF SUBRECIPIENT] is a for-profit entity, it is not subject to the auditing and reporting requirements of OMB Circular A-133. However, the pass-through commonwealth agency is responsible for establishing requirements, as necessary, to ensure compliance by for-profit subrecipients. The contract with the for-profit subrecipient should describe applicable compliance requirements and the for-profit subrecipient’s compliance responsibility. Methods to ensure compliance for federal awards made to for-profit subrecipients may include pre-award audits, monitoring during the contract, and post-award audits. The post-award audits may be in the form of a financial audit in accordance with Government Auditing Standards, a single audit report or program-specific audit report in accordance with OMB Circular A-133. However, these post-award audits must be submitted directly to the affected commonwealth agency that provided the funding. Only single audit reports for local governmental and non-profit subrecipients are electronically submitted to the Office of the Budget, Office of Comptroller Operations, Bureau of Audits.

RIGHT TO KNOW LAW. a. 1. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. For the purpose of these provisions, the term “the Commonwealth” shall refer to the grant awarding Commonwealth agency. b. 2. If the University Commonwealth needs the ContractorGrantee’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor Grantee using the legal contact information provided in this ContractAgreement. The ContractorGrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. 3. Upon written notification from the University Commonwealth that it requires the ContractorGrantee’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorGrantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee shall: 1) Provide a. provide the UniversityCommonwealth, within ten (10) 10 calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s possession arising out of this Contract Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide b. provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractAgreement. d. 4. If the Contractor Grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee considers exempt from production under the RTKL, the Contractor Grantee must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee explaining why the requested material is exempt from public disclosure under the RTKL. e. 5. The University Commonwealth will rely upon the written statement from the Contractor Grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, Grantee shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. 6. If the Contractor Grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. 7. The University Commonwealth will reimburse the Contractor Grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor 8. Grantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. 9. Grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as Grantee has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know LawLaw (hereinafter referred to as the “RTKL”), 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. For the purpose of administering the matters relating to the RTKL set forth in this Section, the applicable “Commonwealth agency” as provided in the RTKL shall be the Authority. Capitalized terms used but not otherwise defined herein shall have the same meaning as set forth in the RTKL. b. If the University Authority needs the ContractorBuyer’s assistance in any matter arising out of the RTKL related to this ContractRTKL, it the Authority shall notify the Contractor Buyer using the legal contact information provided in this ContractAgreement. The ContractorBuyer, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityAuthority. c. Upon written notification from the University Authority that it requires the ContractorBuyer’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the ContractorBuyer’s possession, constituting, or alleged to constitute, a public record Public Record in accordance with the RTKL (“Requested Information”)RTKL, the Contractor Buyer shall: 1(i) Provide the UniversityAuthority, within ten (10) calendar days after receipt of written such notification, access to, and copies of, any document or information in the ContractorBuyer’s possession arising out of this Contract Agreement that the University Authority reasonably believes is Requested Information and may be a public record Public Record under the RTKL (“Requested Information”), to permit the Authority to evaluate whether such Requested Information is, in fact, a Public Record within the scope of the subject RTKL information request; provided, however, that providing such Requested Information not previously in the Authority’s possession shall not be considered an admission by the Buyer that such records are Public Records under the RTKL; and 2(ii) Provide such other assistance as the University Authority reasonably may reasonably request, in order to comply with the RTKL with respect to this Contract. d. RTKL. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University and provide, within seven (7) days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five (5) days of receipt of written notification of the University’s determination. f. If the Contractor Buyer fails to provide the Requested Information within the time period required by these provisionsten (10) calendar days after receipt of such request, the Contractor Buyer shall indemnify and hold the University Authority harmless for any damages, penalties, costs, detriment or harm that the University Authority may incur under the RTKL as a result of the ContractorBuyer’s failure, including any statutory damages assessed against the UniversityAuthority. g. The University will reimburse d. If the Contractor for any costs associated with complying with these provisions only Buyer considers the Requested Information not to be a Public Record, or exempt from production due to the extent allowed inclusion of trade secret, confidential proprietary information, or any other reason for exemption from production as a Public Record under the fee schedule established RTKL, the Buyer shall provide a written statement to the Authority within seven (7) days of receipt of the Authority’s request for the Requested Information. This statement shall be signed by Universitya representative of the Buyer, or if none, by explaining why the Office of Open Records or as otherwise provided by Buyer considers the RTKL if a fee schedule is inapplicableRequested Information exempt from public disclosure. h. The Contractor may file e. If such a legal challenge to any University decision to release a record to the public with the Office of Open Records, or in an appropriate Pennsylvania Court; howeverwritten statement is timely provided, the Contractor Authority will rely upon it in denying a RTKL request for the information. However, if the Authority reasonably determines that such written statement is patently flawed or the Requested Information is, on its face, clearly not protected from disclosure under the RTKL, the Buyer shall, subject to its rights of appeal, provide the Requested Information within five (5) business days of notification of the Authority’s decision. If the Buyer fails to provide the Requested Information within the five (5) business days, the Buyer shall indemnify the University for any legal expenses incurred as a result of such a challenge and shall hold the University Authority harmless for from any damages, legal fees, penalties, costs, detriment or harm harm, including statutory damages assessed against the Authority that the University Authority may incur under the RTKL as a result of the ContractorBuyer’s failure, including failure to provide the records. f. The Buyer shall be entitled to challenge or appeal any statutory damages assessed against the University, regardless decision of the outcome of such legal challenge. As between the partiesAuthority, the Contractor agrees to waive all rights Commonwealth Office of Open Records (“OOR”) or remedies that may be available to it as a result any applicable court mandating the release of the University’s disclosure of Requested Information pursuant any record to the public which the Buyer believes is not properly subject to disclosure under the RTKL.; provided, however, that (i) the Buyer shall be solely responsible for all costs related to such action; and

RIGHT TO KNOW LAW. a. A. The Grantee or Sub-grantee understands that this Grant Agreement and records related to or arising out of the Grant Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies ). For the purpose of these provisions, the term “the Commonwealth” shall refer to this Contractthe granting Commonwealth agency. b. B. If the University Commonwealth needs the ContractorGrantee’s or Sub-grantee’s assistance in any matter arising out of the RTKL related to this ContractGrant Agreement, it shall notify the Contractor Grantee of subgrantee using the legal contact information provided in this Contractthe Grant Agreement. The ContractorGrantee or subgrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. C. Upon written notification from the University Commonwealth that it requires the ContractorGrantee’s or Sub-grantee’s assistance in responding to a request under the RTKL for information related to this Contract Grant Agreement that may be in the ContractorGrantee’s or subgrantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee or subgrantee shall: 1) : Provide the UniversityCommonwealth, within ten (10) 10 calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s or Sub-grantee’s possession arising out of this Contract Grant Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) and Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractGrant Agreement. d. D. If the Contractor Grantee or Sub-grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee or Sub-grantee considers exempt from production under the RTKL, the Contractor Grantee or Sub-grantee must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee or subgrantee explaining why the requested material is exempt from public disclosure under the RTKL. e. E. The University Commonwealth will rely upon the written statement from the Contractor Grantee or Sub-grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, Grantee or Sub-grantee shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. F. If the Contractor Grantee or Sub-grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee or Sub-grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s or Sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. G. The University Commonwealth will reimburse the Contractor Grantee or Sub-grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor H. Grantee or Sub-grantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee or Sub-grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s or Sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee or Sub-grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. I. The Grantee’s or Sub-grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Grant Agreement and shall continue as long as the Grantee or Sub-grantee has Requested Information in its possession.

RIGHT TO KNOW LAW. a. A. The Grantee or sub-grantee understands that this Grant Agreement and records related to or arising out of the Grant Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-310467.3104, (“RTKL”) applies ). For the purpose of these provisions, the term “the Commonwealth” shall refer to this Contractthe granting Commonwealth agency. b. B. If the University Commonwealth needs the ContractorGrantee’s or sub-grantee’s assistance in any matter arising out of the RTKL related to this ContractGrant Agreement, it shall notify the Contractor Grantee or sub-grantee using the legal contact information provided in this Contractthe Grant Agreement. The ContractorGrantee or sub-grantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. C. Upon written notification from the University Commonwealth that it requires the ContractorGrantee’s or sub-grantee’s assistance in responding to a request under the RTKL for information related to this Contract Grant Agreement that may be in the ContractorGrantee’s or sub-grantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee or sub-grantee shall: (1) Provide the UniversityCommonwealth, within ten (10) 10 calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s or sub-grantee’s possession arising out of this Contract Grant Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and, (2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractGrant Agreement. d. D. If the Contractor Grantee or sub-grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee or sub-grantee considers exempt from production under the RTKL, the Contractor Grantee or sub-grantee must notify the University Commonwealth and provide, within seven (7) 7 calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee or sub-grantee explaining why the requested material is exempt from public disclosure under the RTKL. e. E. The University Commonwealth will rely upon the written statement from the Contractor Grantee or sub-grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, Grantee or sub-grantee shall provide the Requested Information within five (5) 5 business days of receipt of written notification of the UniversityCommonwealth’s determination. f. F. If the Contractor Grantee or sub-grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee or sub-grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s or sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. G. The University Commonwealth will reimburse the Contractor Grantee or sub-grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor X. Xxxxxxx or sub-grantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania CourtCourts; however, the Contractor Grantee or sub- grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorXxxxxxx’s or sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee or sub-grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. I. The Grantee’s or sub-grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Grant Agreement and shall continue as long as the Grantee or sub-grantee has requested information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. b. A. If the University PA eHealth needs the ContractorCP’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor CP using the legal contact information provided in this ContractAgreement. The ContractorCP, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityPA eHealth. c. B. Upon written notification from the University PA eHealth that it requires the ContractorCP’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorCP’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor CP shall: 1) . Provide the UniversityPA eHealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorCP’s possession arising out of this Contract Agreement that the University PA eHealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) . Provide such other assistance as the University PA eHealth may reasonably request, in order to comply with the RTKL with respect to this ContractAgreement. d. C. If the Contractor CP considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor CP considers exempt from production under the RTKL, the Contractor CP must notify the University PA eHealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor CP explaining why the requested material is exempt from public disclosure under the RTKL. e. The University D. PA eHealth will rely upon the written statement from the Contractor CP in denying a RTKL request for the Requested Information unless the University PA eHealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should PA eHealth determine that the Contractor Requested Information is clearly not exempt from disclosure, the CP shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityPA eHealth’s determination. f. E. If the Contractor CP fails to provide the Requested Information within the time period required by these provisions, the Contractor CP shall indemnify and hold the University PA eHealth harmless for any damages, penalties, costs, detriment or harm that the University PA eHealth may incur as a result of the ContractorCP’s failure, including any statutory damages assessed against the UniversityPA eHealth. g. The University F. PA eHealth will reimburse the Contractor CP for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. G. The Contractor CP may file a legal challenge to any University PA eHealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; however, the Contractor Courts. The CP shall indemnify the University PA eHealth for any legal expenses incurred by PA eHealth as a result of such a challenge and shall hold the University PA eHealth harmless for any damages, penalties, costs, detriment or harm that the University PA eHealth may incur as a result of the ContractorCP’s failure, including any statutory damages assessed against the UniversityPA eHealth, regardless of where the outcome of such legal challengechallenge shows the record to be “public” (as defined under the RTKL). As between the partiesParties, the Contractor CP agrees to waive all rights or remedies that may be available to it as a result of the UniversityPA eHealth’s disclosure of Requested Information pursuant to the RTKL. H. The CP’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the CP has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency. b. If the University Commonwealth needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide the UniversityCommonwealth, within ten (10) 10 calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Contractor shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. The University Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. i. The Contractor’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractGrant Agreement. b. Unless the Grantee provides the Department, in writing, with the name and contact information of another person, the Department shall notify the Grantee using the Grantee information provided by the Grantee in this Agreement. If the University Department needs the ContractorGrantee’s assistance in any matter arising out of the Right to Know Law. The Grantee shall notify the Department in writing of any change in the name or the contact information within a reasonable time prior to the change. c. Upon notification to the Grantee that the Department has received a request for records under the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the University. c. Upon written notification from the University that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract Grant that may be in the ContractorGrantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee shall: 1) . Provide the UniversityGrantee, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s possession arising out of this Contract Grant that the University Department reasonably believes is Requested Information and may be a public record under the RTKL; and 2) . Provide such other assistance as the University Department may reasonably request, in order to comply with the RTKL with respect to this ContractGrant. d. If the Contractor Grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee considers exempt from production under the RTKL, the Contractor Grantee must notify the University Department and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Department will rely upon the written statement from the Contractor Grantee in denying a RTKL RLKL request for the Requested Information unless the University Department determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTLK. Should the Contractor Department determine that the Requested Information is clearly not exempt from disclosure, the Grantee shall provide the Requested Information within with five (5) business days of receipt of written notification of the UniversityDepartment’s determination. f. If the Contractor Grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee shall indemnify and hold the University Department harmless for any damages, penalties, costs, detriment or harm that the University Department may incur as a result of the ContractorGrantee’s failure, including any statutory damages assessed against the UniversityDepartment. g. The University Department will reimburse the Contractor Grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor Grantee may file a legal challenge to any University Department’s decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee shall indemnify the University Department for any legal expenses incurred by the Department as a result of such a challenge and shall hold the University Department harmless for any damages, penalties, costs, detriment or harm that the University Department may incur as a result of the ContractorGrantee’s failure, including any statutory damages assessed against the UniversityDepartment, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityDepartment’s disclosure of Requested Information pursuant to the RTKL. i. The Grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Grant and shall continue as long as the Grantee has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency. b. If the University Commonwealth needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) i. Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) ii. Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Contractor shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. The University Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. i. The Contractor’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. b. If the University State System needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityState System. c. Upon written notification from the University State System that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide the UniversityState System, within ten (10) days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the University State System reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University State System may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University State System and provide, within seven (7) days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University State System will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University State System determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five (5) days of receipt of written notification of the UniversityState System’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University State System harmless for any damages, penalties, costs, detriment or harm that the University State System may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityState System. g. The University State System will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, State System or if none, by the Office of Open Records or as otherwise provided by the RTKL if a fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University State System decision to release a record to the public with the Office of Open Records, or in an appropriate Pennsylvania Court; , however, the Contractor shall indemnify the University State System for any legal expenses incurred as a result of such a challenge and shall hold the University State System harmless for any damages, penalties, costs, detriment or harm that the University State System may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityState System, regardless of the outcome of such legal challenge. As between the partiesParties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the UniversityState System’s disclosure of Requested Information pursuant to the RTKL.

RIGHT TO KNOW LAW. a. A. The Grantee or Sub-grantee understands that this Grant Agreement and records related to or arising out of the Grant Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies ). For the purpose of these provisions, the term “the Commonwealth” shall refer to this Contractthe granting Commonwealth agency. b. B. If the University Commonwealth needs the ContractorGrantee’s or Sub-grantee’s assistance in any matter arising out of the RTKL related to this ContractGrant Agreement, it shall notify the Contractor Grantee of subgrantee using the legal contact information provided in this Contractthe Grant Agreement. The ContractorGrantee or subgrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. C. Upon written notification from the University Commonwealth that it requires the ContractorGrantee’s or Sub-grantee’s assistance in responding to a request under the RTKL for information related to this Contract Grant Agreement that may be in the ContractorGrantee’s or subgrantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee or subgrantee shall: (1) Provide the UniversityCommonwealth, within ten (10) 10 calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s or Sub-grantee’s possession arising out of this Contract Grant Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and (2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractGrant Agreement. d. D. If the Contractor Grantee or Sub-grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee or Sub-grantee considers exempt from production under the RTKL, the Contractor Grantee or Sub-grantee must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee or subgrantee explaining why the requested material is exempt from public disclosure under the RTKL. e. E. The University Commonwealth will rely upon the written statement from the Contractor Grantee or Sub-grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, Grantee or Sub-grantee shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. F. If the Contractor Grantee or Sub-grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee or Sub-grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s or Sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. G. The University Commonwealth will reimburse the Contractor Grantee or Sub-grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor H. Grantee or Sub-grantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee or Sub-grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s or Sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee or Sub-grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. I. The Grantee’s or Sub-grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Grant Agreement and shall continue as long as the Grantee or Sub- grantee has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-67.101- 3104, (“RTKL”) applies to this Contract. b. If . Unless the University Historical Design Business provides the PHMC, in writing, with the name and contact information of another person, the PHMC shall notify the Historical Design Business using the Historical Design Business information provided by the Historical Design Business in the legal contact information provided in this Contract if the PHMC needs the Contractor’s Historical Design Business’ assistance in any matter arising out of the RTKL related Right to this Contract, it Know Law (“RTKL”). The Historical Design Business shall notify the Contractor using PHMC in writing of any change in the legal name or the contact information provided in this Contract. The Contractor, at any time, may designate within a different contact for such purpose upon reasonable time prior written notice to the Universitychange. c. A. Upon written notification from the University Commonwealth that it requires the Contractor’s Historical Design Business’ assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s Historical Design Business’ possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide Historical Design Business shall provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s Historical Design Business’ possession arising out of this Contract that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide RTKL and provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract. If the Historical Design Business fails to provide the Requested Information within ten (10) calendar days after receipt of such request, the Historical Design Business shall indemnify and hold the Commonwealth harmless for any damages, penalties, detriment or harm that the Commonwealth may incur as a result of the Historical Design Business’ failure, including any statutory damages assessed against the Commonwealth. d. B. If the Contractor Historical Design Business considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Historical Design Business considers exempt from production under the RTKL, the Contractor Historical Design Business must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Historical Design Business explaining why the requested material is exempt from public disclosure under the RTKL. e. . The University Commonwealth will rely upon the written statement from the Contractor Historical Design Business in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure the Historical Design Business shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. C. If the Contractor Historical Design Business fails to provide the Requested Information within the time period required by these provisions, the Contractor Historical Design Business shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s Historical Design Business’ failure, including any statutory damages assessed against the University.Commonwealth g. D. The University Commonwealth will reimburse the Contractor Historical Design Business for any costs associated with complying with these provisions this provision only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. E. The Contractor Historical Design Business may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Historical Design Business shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s Historical Design Business’ failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Historical Design Business agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL.RTKL [SIGNATURE PAGE IMMEDIATELY FOLLOWS]

RIGHT TO KNOW LAW. a. A. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. b. B. If the University Commonwealth needs the ContractorProfessional’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor Professional using the legal contact information provided in this ContractAgreement. The ContractorProfessional, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. C. Upon written notification from the University Commonwealth that it requires the ContractorProfessional’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorProfessional’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Professional shall: 1) . Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorProfessional’s possession arising out of this Contract Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) . Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractAgreement. d. D. If the Contractor Professional considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Professional considers exempt from production under the RTKL, the Contractor Professional must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Professional explaining why the requested material is exempt from public disclosure under the RTKL. e. E. The University Commonwealth will rely upon the written statement from the Contractor Professional in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Professional shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. F. If the Contractor Professional fails to provide the Requested Information within the time period required by these provisions, the Contractor Professional shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorProfessional’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. G. The University Commonwealth will reimburse the Contractor Professional for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office theOffice of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. H. The Contractor Professional may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Professional shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorProfessional’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Professional agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. I. The Professional’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the Professional has Requested Information in its possession.

RIGHT TO KNOW LAW. a. A. The Grantee or Sub-grantee understands that this Grant Agreement and records related to or arising out of the Grant Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies ). For the purpose of these provisions, the term “the Commonwealth” shall refer to this Contractthe granting Commonwealth agency. b. B. If the University Commonwealth needs the ContractorGrantee’s or Sub-grantee’s assistance in any matter arising out of the RTKL related to this ContractGrant Agreement, it shall notify the Contractor Grantee of subgrantee using the legal contact information provided in this Contractthe Grant Agreement. The ContractorGrantee or subgrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. C. Upon written notification from the University Commonwealth that it requires the ContractorGrantee’s or Sub-grantee’s assistance in responding to a request under the RTKL for information related to this Contract Grant Agreement that may be in the ContractorGrantee’s or subgrantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee or subgrantee shall: (1) Provide the UniversityCommonwealth, within ten (10) 10 calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s or Sub-grantee’s possession arising out of this Contract Grant Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and (2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractGrant Agreement. d. D. If the Contractor Grantee or Sub-grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee or Sub-grantee considers exempt from production under the RTKL, the Contractor Grantee or Sub-grantee must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee or subgrantee explaining why the requested material is exempt from public disclosure under the RTKL. e. E. The University Commonwealth will rely upon the written statement from the Contractor Grantee or Sub-grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, Grantee or Sub-grantee shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. F. If the Contractor Grantee or Sub-grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee or Sub-grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorXxxxxxx’s or Sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. G. The University Commonwealth will reimburse the Contractor Grantee or Sub-grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor H. Grantee or Sub-grantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee or Sub-grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s or Sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee or Sub-grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. I. The Grantee’s or Sub-grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Grant Agreement and shall continue as long as the Grantee or Sub-grantee has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Unless otherwise determined by a Pennsylvania appellate court subsequent to the execution of this Agreement, the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, 3104 (“RTKL”) ), applies to this Contract. b. If Agreement. Unless the University Professional provides the System, in writing, with the name and contact information of another person, the System shall notify the Professional if the System needs the ContractorProfessional’s assistance in any matter arising out of connection with a request made under the RTKL related to this Contract, it RTKL. The Professional shall notify the Contractor using System in writing of any change in the legal name or the contact information provided in this Contract. The Contractor, at any time, may designate within a different contact for such purpose upon reasonable time prior written notice to the University. c. change. Upon written notification from to the University Professional that it requires the Contractor’s assistance in responding to System has received a request for the Professional’s records under the RTKL for information related to this Contract that may be in (the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide Professional agrees to assist the UniversitySystem in responding to the request. Such assistance shall include providing the System, within ten three (103) days, with copies of any Requested Information in the Professional’s possession that the Professional deems a Public Record, as that term is defined in the RTKL, or otherwise notify the System that the Requested Information is not a Public Record. If the Professional is unable to provide the Requested Information within three (3) days after receipt for one of written notificationthe reasons specified in the RTKL, access tothe Professional agrees to timely notify the System that it will need up to an additional twenty-five (25) days, and copies of, any document or information must provide in writing the Contractor’s possession arising out of this Contract that reason the University reasonably believes additional time is needed. If the Professional makes a determination the Requested Information and may be a public record under is within the RTKL; and 2) Provide such other assistance as the University may reasonably request, in order to comply with scope of the RTKL with respect but fails to this Contract. d. If the Contractor considers provide the Requested Information to include the System within the period specified in this provision, the failure shall be considered an event of default and the Professional shall pay, indemnify, and hold the System harmless for any damages, penalties, detriment, or harm that the System may incur as a request result of the Professional’s failure. The Professional’s determination as to whether the Requested Information is a Public Record is dispositive of the question as between the parties. The Professional agrees to provide information and/or to appear before the Office of Open Records or Pennsylvania Courts in support of the System’s denial of access to a record the Professional determined was not a Public Record. The Professional agrees to indemnify the System for any court costs, attorneys' fees, or civil penalties awarded against the System under the RTKL in connection with the Professional's denial of access to Requested Information. If in the course of this Agreement, the System is provided with information the Professional clearly identifies as a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other the System agrees to abide by the terms of Section 707 of the RTKL and timely provide the Professional with notice of a request for this information that and allow the Contractor considers exempt from production under Professional the ability to respond, as provided by the RTKL, . The Professional reserves all rights and remedies as allowed by law relating to the Contractor must notify the University and provide, within seven (7) days of receiving the written notification, a written statement signed by a representative System’s unauthorized disclosure of the Contractor explaining why Professional’s Trade Secret or Confidential Proprietary Information. This provision shall not be construed to limit the requested material is exempt from public disclosure under the RTKL. e. The University will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five (5) days of receipt of written notification sovereign immunity of the University’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University. g. System. The University System will reimburse the Contractor Professional for any costs associated with complying with these provisions this provision only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. . The Contractor may file a legal challenge Professional agrees to abide by any University decision to release a record to the public with made by the Office of Open Records, or in an appropriate Pennsylvania Court; however, the Contractor shall indemnify the University for any legal expenses incurred as a result of such a challenge and shall hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the University’s disclosure of Requested Information pursuant Records after timely appeal to the RTKLPennsylvania Courts.

RIGHT TO KNOW LAW. a. A. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. b. If B. Unless the University PROFESSIONAL provides the Commonwealth, in writing, with the name and contact information of another person, the agency shall notify the PROFESSIONAL using the PROFESSIONAL information provided by the PROFESSIONAL in SRM [or “the legal contact information provided in this Contract”] if the agency needs the ContractorPROFESSIONAL’s assistance in any matter arising out of the RTKL related Right to this Contract, it Know Law (“RTKL”). The PROFESSIONAL shall notify the Contractor using agency in writing of any change in the legal name or the contact information provided in this Contract. The Contractor, at any time, may designate within a different contact for such purpose upon reasonable time prior written notice to the Universitychange. c. C. Upon written notification from the University Commonwealth that it the Commonwealth requires the ContractorPROFESSIONAL’s assistance in responding to a RTKL request under the RTKL for information related to this Contract that may be records in the ContractorPROFESSIONAL’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), PROFESSIONAL shall provide the Contractor shall: 1) Provide the UniversityCommonwealth, within ten fourteen (1014) calendar days after receipt of written such notification, access to, and copies of, any document or information in the ContractorPROFESSIONAL’s possession arising which arises out of this the Contract that the University reasonably believes is Commonwealth requests (“Requested Information Information”) and may be a public record under the RTKL; and 2) Provide provide such other assistance as the University Commonwealth may reasonably request, request in order to comply with the RTKL with respect RTKL. If the PROFESSIONAL fails to this Contractprovide the Requested Information within fourteen (14) calendar days after receipt of such request, the PROFESSIONAL shall indemnify and hold the Commonwealth harmless for any damages, penalties, detriment or harm that the Commonwealth may incur as a result of the PROFESSIONAL’s failure, including any statutory damages assessed against the Commonwealth. d. D. The Commonwealth’s determination as to whether the Requested Information is a public record is dispositive of the question as between the parties. PROFESSIONAL agrees not to challenge the Commonwealth’s decision to deem the Requested Information a Public Record. If the Contractor PROFESSIONAL considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must PROFESSIONAL will immediately notify the University Commonwealth, and provide, within seven (7) days of receiving the written notification, will provide a written statement signed by a representative of the Contractor PROFESSIONAL explaining why the requested material is exempt from public disclosure under the RTKL. e. The University will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five seven (57) calendar days of receipt of written notification receiving the request. If, upon review of the UniversityPROFESSIONAL’s determination. f. If written statement, the Contractor fails Commonwealth still decides to provide the Requested Information within the time period required by these provisionsInformation, the Contractor shall indemnify and PROFESSIONAL will not challenge or in any way hold the University harmless Commonwealth liable for any damages, penalties, costs, detriment or harm that the University may incur as such a result of the Contractor’s failure, including any statutory damages assessed against the Universitydecision. g. E. The University Commonwealth will reimburse the Contractor PROFESSIONAL for any costs associated with complying with these provisions this provision only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor may file a legal challenge X. PROFESSIONAL agrees to abide by any University decision to release a record to the public with made by the Office of Open Records, or in an appropriate by the Pennsylvania Court; however, the Contractor shall indemnify the University for any legal expenses incurred as a result of such a challenge and shall hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University, regardless of the outcome of such legal challengeCourts. As between the parties, the Contractor The PROFESSIONAL agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. PROFESSIONAL’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the PROFESSIONAL has Requested Information in its possession.

RIGHT TO KNOW LAW. a. A. The Grantee or Sub-grantee understands that this Grant Agreement and records related to or arising out of the Grant Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies ). For the purpose of these provisions, the term “the Commonwealth” shall refer to this Contractthe granting Commonwealth agency. b. B. If the University Commonwealth needs the ContractorGrantee’s or Sub-grantee’s assistance in any matter arising out of the RTKL related to this ContractGrant Agreement, it shall notify the Contractor Grantee of subgrantee using the legal contact information provided in this Contractthe Grant Agreement. The ContractorGrantee or subgrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. C. Upon written notification from the University Commonwealth that it requires the ContractorGrantee’s or Sub-grantee’s assistance in responding to a request under the RTKL for information related to this Contract Grant Agreement that may be in the ContractorGrantee’s or subgrantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee or subgrantee shall: (1) Provide the UniversityCommonwealth, within ten (10) 10 calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s or Sub-grantee’s possession arising out of this Contract Grant Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and (2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractGrant Agreement. d. D. If the Contractor Grantee or Sub-grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee or Sub-grantee considers exempt from production under the RTKL, the Contractor Grantee or Sub-grantee must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee or subgrantee explaining why the requested material is exempt from public disclosure under the RTKL. e. E. The University Commonwealth will rely upon the written statement from the Contractor Grantee or Sub-grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, Grantee or Sub-grantee shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. F. If the Contractor Grantee or Sub-grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee or Sub-grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s or Sub- grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. G. The University Commonwealth will reimburse the Contractor Grantee or Sub-grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor H. Grantee or Sub-grantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee or Sub-grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s or Sub-grantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee or Sub-grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. I. The Grantee’s or Sub-grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Grant Agreement and shall continue as long as the Grantee or Sub-grantee has Requested Information in its possession.

RIGHT TO KNOW LAW. 8-K·1580 a. The Grantee or Subgrantee understands that this Grant Agreement and records related to or arising out of the Grant Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“"RTKL”) applies "). For the purpose of these provisions, the term "the Commonwealth" shall refer to this Contractthe granting Commonwealth agency. b. If the University Commonwealth needs the Contractor’s Grantee's or Subgrantee's assistance in any matter arising out of the RTKL related to this ContractGrant Agreement, it shall notify the Contractor Grantee or Subgrantee using the legal contact information provided in this Contractthe Grant Agreement. The ContractorGrantee or Subgrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the Contractor’s Grantee's or Subgrantee's assistance in responding to a request under the RTKL for information related to this Contract Grant Agreement that may be in the Contractor’s Grantee's or Subgrantee's possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“"Requested Information”"), the Contractor Grantee or Subgrantee shall: 1) . Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s Grantee's or Subgrantee's possession arising out of this Contract Grant Agreement that the University Commonwealth reasonably believes is Is Requested Information and may be a public record under the RTKL; and 2) . Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractGrant Agreement. d. If the Contractor Grantee or Subgrantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee or Subgrantee considers exempt from production under the RTKL, the Contractor Grantee or Subgrantee must notify the University Commonwealth and provide, within seven (7) } calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee or Subgrantee explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor Grantee or Subgrantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, Grantee or Subgrantee shall provide the Requested Information within five (5) business days of receipt of written notification of the University’s Commonwealth's determination. f. If the Contractor Grantee or Subgrantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee or Subgrantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s Xxxxxxx's or Subgrantee's failure, including any statutory damages assessed against the UniversityCommonwealth. g. The University Commonwealth will reimburse the Contractor Grantee or Subgrantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor Grantee or Subgrantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee or Subgrantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s Grantee's or Subgrantee's failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee or Subgrantee agrees to waive all rights or remedies that may be available to it as a result of the University’s Commonwealth's disclosure of Requested Information pursuant to the RTKL. i. The Grantee's or Subgrantee's duties relating to the RTKL are continuing duties that survive the expiration of this Grant Agreement and shall continue as long as the Grantee or Subgrantee has Requested Information in its possession. DEPARTMENT OF HUMAN SERVICES ADDENDUM TO STANDARD CONTRACTTERMS AND CONDITIONS A. APPLICABILITY This Addendum is intended to supplement the Standard Terms and Conditions. To the extent any of the terms contained herein conflict with terms contained in the Standard Contract Terms and Conditions, the terms in the Standard Contract Terms and Conditions shall take precedence. Further, it is recognized that certain terms contained herein may not be applicable to all the services which may be provided through Department contracts.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency. b. If the University Commonwealth needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide the UniversityCommonwealth, within ten (10) 10 calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University Commonwealth and provide, within seven (7) 7 calendar days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Contractor shall provide the Requested Information within five (5) 5 business days of receipt of written notification of the UniversityCommonwealth’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. The University Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. i. The Contractor’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.

RIGHT TO KNOW LAW. a. (a) The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. For the purpose of these provisions, the term “the Commonwealth” shall refer to the Department of Community and Economic Development. b. (b) If the University Commonwealth needs the ContractorFoundation’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor Foundation using the legal contact information provided in this ContractAgreement. The ContractorFoundation, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. (c) Upon written notification from the University Commonwealth that it requires the ContractorFoundation’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorFoundation’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Foundation shall: 1(i) Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorFoundation’s possession arising out of this Contract Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2(ii) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractAgreement. d. (d) If the Contractor Foundation considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Foundation considers exempt from production under the RTKL, the Contractor Foundation must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Foundation explaining why the requested material is exempt from public disclosure under the RTKL. e. (e) The University Commonwealth will rely upon the written statement from the Contractor Foundation in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Foundation shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. (f) If the Contractor Foundation fails to provide the Requested Information within the time period required by these provisions, the Contractor Foundation shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorFoundation’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. (g) The University Commonwealth will reimburse the Contractor Foundation for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. (h) The Contractor Foundation at its sole expense may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania CourtCourts; however, the Contractor Foundation shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorFoundation’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Foundation agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. (i) The Foundation’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the Foundation has Requested Information in its possession.

RIGHT TO KNOW LAW. a. (a) The Pennsylvania Right-to-Know Law, 65 P.S. §PA. STAT. XXX. § 67.101-310467.101 et seq., (“RTKL”) applies to this Contract. b. contract. If the University Borough needs the Contractor’s or a subcontractor’s assistance in any matter arising out of the RTKL related to this Contractcontract, it shall notify the Contractor using the legal contact information provided in this Contractcontract and any affected subcontractor using the best available contact information. The ContractorContractor and each subcontractor, at any time, may designate a different contact for such purpose purposes upon reasonable prior written notice to the UniversityBorough. c. (b) Upon written notification from the University Borough that it requires the Contractor’s or a subcontractor’s assistance in responding to a request under the RTKL for information related to this Contract contract that may be in the Contractor’s or a subcontractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor or Subcontractor shall: (1) Provide the UniversityBorough, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s or subcontractor’s possession arising out of this Contract contract that the University Borough reasonably believes is Requested Information and may be a public record under the RTKL; and (2) Provide such other assistance as the University Borough may reasonably request, in order to comply with the RTKL with respect to this Contractcontract. d. (c) If the Contractor or a subcontractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, Information (as those terms are defined by in the RTKL), or other information that the Contractor or subcontractor considers exempt from production under the RTKL, the Contractor or subcontractor must notify the University Borough and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor or subcontractor explaining why the requested material is exempt from public disclosure under the RTKL. e. (d) The University Borough will rely upon the written statement from the Contractor or subcontractor in denying a RTKL request for the Requested Information unless the University Borough determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Borough determine that the Requested Information is clearly not exempt from disclosure, the Contractor or subcontractor shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityBorough’s determination. f. (e) If the Contractor or subcontractor fails to provide the Requested Information within the time period required by these provisionsthis § 23, the Contractor shall indemnify and hold the University Borough harmless for any damages, penalties, costs, detriment detriment, or harm that the University Borough may incur as a result of the Contractor’s or subcontractor’s failure, including any statutory damages assessed against the UniversityBorough. g. (f) The University Borough will reimburse the Contractor or subcontractor for any costs associated with complying with these provisions this § 23 only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. (g) The Contractor or subcontractor may file a legal challenge to any University Borough decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Courtcourts; however, the Contractor or subcontrac- tor shall indemnify the University Borough for any legal expenses incurred by the Borough as a result of such a challenge challenge, and shall hold the University Borough harmless for any damages, penalties, costs, detriment detriment, or harm that the University Borough may incur as a result of the Contractor’s or subcontractor’s failure, including any statutory damages assessed against the UniversityBorough, regardless of the outcome of such legal challenge. As between the parties, the Contractor and each subcontractor agrees to waive all rights or remedies that may be available to it as a result of the UniversityBorough’s disclosure of Requested Information pursuant to the RTKL. (h) The Contractor’s and subcontractor’s duties relating to the RTKL are continuing duties that survive the expiration or termination of this contract and shall continue as long as the Contractor or subcontractor has Requested Information in its possession. (i) Contractor and each subcontractor shall insert the provisions of this § 23 in each subcontract of the Contractor or subcontractor

RIGHT TO KNOW LAW. For the purpose of these Right to Know Law provisions, the term Contractor is defined to include GRANTEE, SUBGRANTEE and/or LESSOR and the term Contract is defined to include GRANT AGREEMENT and/or LEASE AGREEMENT. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency. b. If the University Commonwealth needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Contractor shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. The University Commonwealth will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. i. The Contractor’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Contractor has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency. b. If the University Commonwealth needs the ContractorGrantee’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor Grantee using the legal contact information provided in this Contract. The ContractorGrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the ContractorGrantee’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the ContractorGrantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee shall: 1) Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s possession arising out of this Contract that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor Grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee considers exempt from production under the RTKL, the Contractor Grantee must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor Grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Grantee shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. If the Contractor Grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. The University Commonwealth will reimburse the Contractor Grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor Grantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. i. The Grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Grantee has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. b. If the University State System needs the Contractor’s assistance in any matter arising out of the RTKL related to this Contract, it shall notify the Contractor using the legal contact information provided in this Contract. The Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityState System. c. Upon written notification from the University State System that it requires the Contractor’s assistance in responding to a request under the RTKL for information related to this Contract that may be in the Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor shall: 1) Provide the UniversityState System, within ten (10) days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s possession arising out of this Contract that the University State System reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University State System may reasonably request, in order to comply with the RTKL with respect to this Contract. d. If the Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must notify the University State System and provide, within seven (7) days of receiving the written notification, a written statement signed by a representative of the Contractor explaining why the requested material is exempt from public disclosure under the RTKL. e. The University State System will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University State System determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five (5) days of receipt of written notification of the UniversityState System’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University State System harmless for any damages, penalties, costs, detriment or harm that the University State System may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityState System. g. The University State System will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, State System or if none, by the Office of Open Records or as otherwise provided by the RTKL if a fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University State System decision to release a record to the public with the Office of Open Records, or in an appropriate Pennsylvania Court; , however, the Contractor shall indemnify the University State System for any legal expenses incurred as a result of such a challenge and shall hold the University State System harmless for any damages, penalties, costs, detriment or harm that the University State System may incur as a result of the Contractor’s failure, including any statutory damages assessed against the UniversityState System, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the UniversityState System’s disclosure of Requested Information pursuant to the RTKL.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealthagency. b. If the University Commonwealth needs the Contractora Party’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor Party using the legal contact information provided in this ContractAgreement. The ContractorParty, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the Contractora Party’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorParty’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Party shall: 1) Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorParty’s possession arising out of this Contract Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractAgreement. d. If the Contractor a Party considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Party considers exempt from production under the RTKL, the Contractor Party must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Party explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor Party in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Party shall provide the Requested Information within five (5) days of receipt of written notification of the University’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University. g. The University will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University decision to release a record to the public with the Office of Open Records, or in an appropriate Pennsylvania Court; however, the Contractor shall indemnify the University for any legal expenses incurred as a result of such a challenge and shall hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the University’s disclosure of Requested Information pursuant to the RTKL.five

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-67.101- 3104, (“RTKL”) applies to this ContractGrant agreement. For the purpose of these provisions, the term “the Commonwealth” shall refer to the grant awarding Commonwealth agency. b. If the University Commonwealth needs the ContractorGrantee’s assistance in any matter arising out of the RTKL related to this ContractGrant agreement, it shall notify the Contractor Grantee using the legal contact information provided in this ContractGrant agreement. The ContractorGrantee, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the ContractorGrantee’s assistance in responding to a request under the RTKL for information related to this Contract Grant agreement that may be in the ContractorGrantee’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Grantee shall: 1) . Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorGrantee’s possession arising out of this Contract Grant agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) . Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractGrant agreement. d. If the Contractor Grantee considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Grantee considers exempt from production under the RTKL, the Contractor Grantee must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Grantee explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor Grantee in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Grantee shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityCommonwealth’s determination. f. If the Contractor Grantee fails to provide the Requested Information within the time period required by these provisions, the Contractor Grantee shall indemnify and hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s failure, including any statutory damages assessed against the UniversityCommonwealth. g. The University Commonwealth will reimburse the Contractor Grantee for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. The Contractor Grantee may file a legal challenge to any University Commonwealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; Courts, however, the Contractor Grantee shall indemnify the University Commonwealth for any legal expenses incurred by the Commonwealth as a result of such a challenge and shall hold the University Commonwealth harmless for any damages, penalties, costs, detriment or harm that the University Commonwealth may incur as a result of the ContractorGrantee’s failure, including any statutory damages assessed against the UniversityCommonwealth, regardless of the outcome of such legal challenge. As between the parties, the Contractor Grantee agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. i. The Grantee’s duties relating to the RTKL are continuing duties that survive the expiration of this Grant agreement and shall continue as long as the Grantee has Requested Information in its possession. The [NAME OF SUBRECIPIENT] must comply with all federal and state audit requirements including: The Single Audit Act Amendments of 1996; Office of Management and Budget, Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, (OMB Circular A-133) as amended; and any other applicable law or regulation, and any amendment to such other applicable law or regulation which may be enacted or promulgated by the federal government. If the [NAME OF SUBRECIPIENT] is a local government or non-profit organization and expends total federal awards of $500,000 or more during its fiscal year, received either directly from the federal government or indirectly from a recipient of federal funds, the [NAME OF SUBRECIPIENT] is required to have an audit made in accordance with the provisions of OMB Circular A-133. If the [NAME OF SUBRECIPIENT] is a local government or non-profit organization and expends total federal awards of $500,000 or more during its fiscal year under one federal program, received either directly from the federal government or indirectly from a recipient of federal funds, the [NAME OF SUBRECIPIENT] can submit a program-specific audit in lieu of a single audit in accordance with the provisions of OMB Circular A-133. If the [NAME OF SUBRECIPIENT] expends total federal awards of less than $500,000 during its fiscal year, it is exempt from these audit requirements, but is required to maintain auditable records of federal awards and any state funds which supplement such awards, and to provide access to such records by federal and state agencies or their designees. If the [NAME OF SUBRECIPIENT] is a for-profit entity, it is not subject to the auditing and reporting requirements of OMB Circular A-133. However, the pass-through commonwealth agency is responsible for establishing requirements, as necessary, to ensure compliance by for-profit subrecipients. The contract with the for-profit subrecipient should describe applicable compliance requirements and the for-profit subrecipient’s compliance responsibility. Methods to ensure compliance for federal awards made to for- profit subrecipients may include pre-award audits, monitoring during the contract and post-award audits. The post-award audits may be in the form of a financial audit in accordance with Government Auditing Standards, a single audit report or program-specific audit report in accordance with OMB Circular A-133. However, these post-award audits must be submitted directly to the affected commonwealth agency that provided the funding. Only single audit reports for local governmental and non-profit subrecipients are electronically submitted to the Office of the Budget, Office of Comptroller Operations, Bureau of Audits.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Contract. b. If the University PA eHealth needs the ContractorCP’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor CP using the legal contact information provided in this ContractAgreement. The ContractorCP, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the University. c. PA eHealth. Upon written notification from the University PA eHealth that it requires the ContractorCP’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorCP’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor CP shall: 1) : Provide the UniversityPA eHealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorCP’s possession arising out of this Contract Agreement that the University PA eHealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) and Provide such other assistance as the University PA eHealth may reasonably request, in order to comply with the RTKL with respect to this Contract. d. Agreement. If the Contractor CP considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor CP considers exempt from production under the RTKL, the Contractor CP must notify the University PA eHealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor CP explaining why the requested material is exempt from public disclosure under the RTKL. e. The University . PA eHealth will rely upon the written statement from the Contractor CP in denying a RTKL request for the Requested Information unless the University PA eHealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should PA eHealth determine that the Contractor Requested Information is clearly not exempt from disclosure, the CP shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityPA eHealth’s determination. f. . If the Contractor CP fails to provide the Requested Information within the time period required by these provisions, the Contractor CP shall indemnify and hold the University PA eHealth harmless for any damages, penalties, costs, detriment or harm that the University PA eHealth may incur as a result of the ContractorCP’s failure, including any statutory damages assessed against the University. g. The University PA eHealth. PA eHealth will reimburse the Contractor CP for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. . The Contractor CP may file a legal challenge to any University PA eHealth decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Court; however, the Contractor Courts. The CP shall indemnify the University PA eHealth for any legal expenses incurred by PA eHealth as a result of such a challenge and shall hold the University PA eHealth harmless for any damages, penalties, costs, detriment or harm that the University PA eHealth may incur as a result of the ContractorCP’s failure, including any statutory damages assessed against the UniversityPA eHealth, regardless of where the outcome of such legal challengechallenge shows the record to be “public” (as defined under the RTKL). As between the partiesParties, the Contractor CP agrees to waive all rights or remedies that may be available to it as a result of the UniversityPA eHealth’s disclosure of Requested Information pursuant to the RTKL. The CP’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the CP has Requested Information in its possession.

RIGHT TO KNOW LAW. a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. For the purpose of these provisions, the term “the Commonwealth” shall refer to the contracting Commonwealth agency. b. If the University Commonwealth needs the Contractora Party’s assistance in any matter arising out of the RTKL related to this ContractAgreement, it shall notify the Contractor Party using the legal contact information provided in this ContractAgreement. The ContractorParty, at any time, may designate a different contact for such purpose upon reasonable prior written notice to the UniversityCommonwealth. c. Upon written notification from the University Commonwealth that it requires the Contractora Party’s assistance in responding to a request under the RTKL for information related to this Contract Agreement that may be in the ContractorParty’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor Party shall: 1) Provide the UniversityCommonwealth, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the ContractorParty’s possession arising out of this Contract Agreement that the University Commonwealth reasonably believes is Requested Information and may be a public record under the RTKL; and 2) Provide such other assistance as the University Commonwealth may reasonably request, in order to comply with the RTKL with respect to this ContractAgreement. d. If the Contractor a Party considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor Party considers exempt from production under the RTKL, the Contractor Party must notify the University Commonwealth and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor Party explaining why the requested material is exempt from public disclosure under the RTKL. e. The University Commonwealth will rely upon the written statement from the Contractor Party in denying a RTKL request for the Requested Information unless the University Commonwealth determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Contractor Commonwealth determine that the Requested Information is clearly not exempt from disclosure, the Party shall provide the Requested Information within five (5) days of receipt of written notification of the University’s determination. f. If the Contractor fails to provide the Requested Information within the time period required by these provisions, the Contractor shall indemnify and hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University. g. The University will reimburse the Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a fee schedule is inapplicable. h. The Contractor may file a legal challenge to any University decision to release a record to the public with the Office of Open Records, or in an appropriate Pennsylvania Court; however, the Contractor shall indemnify the University for any legal expenses incurred as a result of such a challenge and shall hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University, regardless of the outcome of such legal challenge. As between the parties, the Contractor agrees to waive all rights or remedies that may be available to it as a result of the University’s disclosure of Requested Information pursuant to the RTKL.five

RIGHT TO KNOW LAW. a. (a) The Pennsylvania Right-to-Know Law, 65 P.S. §PA. STAT. XXX. § 67.101-310467.101 et seq., (“RTKL”) applies to this Contract. b. contract. If the University Borough needs the Contractor’s or a subcontractor’s assistance in any matter arising out of the RTKL related to this Contractcontract, it shall notify the Contractor using the legal contact information provided in this Contractcontract and any affected subcontractor using the best available contact information. The ContractorContractor and each subcontractor, at any time, may designate a different contact for such purpose purposes upon reasonable prior written notice to the UniversityBorough. c. (b) Upon written notification from the University Borough that it requires the Contractor’s or a subcontractor’s assistance in responding to a request under the RTKL for information related to this Contract contract that may be in the Contractor’s or a subcontractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Contractor or Subcontractor shall: (1) Provide the UniversityBorough, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Contractor’s or subcontractor’s possession arising out of this Contract contract that the University Borough reasonably believes is Requested Information and may be a public record under the RTKL; and (2) Provide such other assistance as the University Borough may reasonably request, in order to comply with the RTKL with respect to this Contractcontract. d. (c) If the Contractor or a subcontractor considers the Requested Information Informa- tion to include a request for a Trade Secret or Confidential Proprietary Information, Information (as those terms are defined by in the RTKL), or other information that the Contractor or subcontractor considers exempt from production under the RTKL, the Contractor or subcontractor must notify the University Borough and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Contractor or subcontractor explaining why the requested material is exempt from public disclosure under the RTKL. e. (d) The University Borough will rely upon the written statement from the Contractor or subcontractor in denying a RTKL request for the Requested Information unless the University Borough determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case RTKL. Should the Borough determine that the Requested Information is clearly not exempt from disclosure, the Contractor or subcontractor shall provide the Requested Information within five (5) business days of receipt of written notification of the UniversityBorough’s determination. f. (e) If the Contractor or subcontractor fails to provide the Requested Information within the time period required by these provisionsthis § 23, the Contractor shall indemnify and hold the University Borough harmless for any damages, penalties, costs, detriment detriment, or harm that the University Borough may incur as a result of the Contractor’s or subcontractor’s failure, including any statutory damages assessed against the UniversityBorough, and any costs (including attorney’s fees) incurred for participating in administrative and/or judicial proceedings. g. (f) The University Borough will reimburse the Contractor or subcontractor for any costs associated with complying with these provisions this § 23 only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL if a the fee schedule is inapplicable. h. (g) The Contractor or subcontractor may file a legal challenge to any University Borough decision to release a record to the public with the Office of Open Records, or in an appropriate the Pennsylvania Courtcourts; however, the Contractor or subcontractor shall indemnify the University Borough for any legal expenses incurred by the Borough as a result of such a challenge challenge, and shall hold the University Borough harmless for any damages, penalties, costs, detriment detriment, or harm that the University Borough may incur as a result of the Contractor’s or subcontractor’s failure, including any statutory damages assessed against the UniversityBorough, regardless of the outcome of such legal challenge. As between the parties, the Contractor and each subcontractor agrees to waive all rights or remedies that may be available to it as a result of the UniversityBorough’s disclosure of Requested Information pursuant to the RTKL. (h) The Contractor’s and subcontractor’s duties relating to the RTKL are continuing duties that survive the expiration or termination of this contract and shall continue as long as the Contractor or subcontractor has Requested Information in its possession. (i) Contractor and each subcontractor shall insert the provisions of this § 23 in each subcontract of the Contractor or subcontractor

RIGHT TO KNOW LAW. a. A. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this ContractAgreement. b. If B. Unless the University Professional provides the Commonwealth, in writing, with the name and contact information of another person, the Department shall notify the Professional using the Professional information provided by the Professional, if the Department needs the ContractorProfessional’s assistance in any matter arising out of the RTKL related Right to this Contract, it Know Law (“RTKL”). The Professional shall notify the Contractor using Department in writing of any change in the legal name or the contact information provided in this Contract. The Contractor, at any time, may designate within a different contact for such purpose upon reasonable time prior written notice to the Universitychange. c. C. Upon written notification from the University Commonwealth that it the Commonwealth requires the ContractorProfessional’s assistance in responding to a RTKL request under the RTKL for information related to this Contract that may be records in the ContractorProfessional’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), Professional shall provide the Contractor shall: 1) Provide the UniversityCommonwealth, within ten fourteen (1014) calendar days after receipt of written such notification, access to, and copies of, any document or information in the ContractorProfessional’s possession arising which arises out of this Contract Agreement that the University reasonably believes is Commonwealth requests (“Requested Information Information”), and may be a public record under the RTKL; and 2) Provide provide such other assistance as the University Commonwealth may reasonably request, request in order to comply with the RTKL with respect RTKL. If the Professional fails to this Contractprovide the Requested Information within fourteen (14) calendar days after receipt of such request, the Professional shall indemnify and hold the Commonwealth harmless for any damages, penalties, detriment, or harm that the Commonwealth may incur as a result of the Professional’s failure, including any statutory damages assessed against the Commonwealth. d. D. The Commonwealth’s determination as to whether the Requested Information is a public record is dispositive of the question as between the parties. Professional agrees not to challenge the Commonwealth’s decision to deem the Requested Information a Public Record. If the Contractor Professional considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Contractor considers exempt from production under the RTKL, the Contractor must Professional will immediately notify the University Commonwealth, and provide, within seven (7) days of receiving the written notification, will provide a written statement signed by a representative of the Contractor Professional explaining why the requested material is exempt from public disclosure under the RTKL. e. The University will rely upon the written statement from the Contractor in denying a RTKL request for the Requested Information unless the University determines that the Requested Information is clearly not protected from disclosure under the RTKL in which case the Contractor shall provide the Requested Information within five seven (57) calendar days of receipt of written notification receiving the request. If, upon review of the UniversityProfessional’s determination. f. If written statement, the Contractor fails Commonwealth still decides to provide the Requested Information within the time period required by these provisionsInformation, the Contractor shall indemnify and Professional will not challenge, or in any way, hold the University harmless Commonwealth liable for any damages, penalties, costs, detriment or harm that the University may incur as such a result of the Contractor’s failure, including any statutory damages assessed against the Universitydecision. g. E. The University Commonwealth will reimburse the Contractor Professional for any costs associated with complying with these provisions this provision only to the extent allowed under the fee schedule established by University, or if none, by the Office of Open Records or as otherwise provided by the RTKL RTKL, if a the fee schedule is inapplicable. h. The Contractor may file a legal challenge F. Professional agrees to abide by any University decision to release a record to the public with made by the Office of Open Records, or in an appropriate by the Pennsylvania Court; however, the Contractor shall indemnify the University for any legal expenses incurred as a result of such a challenge and shall hold the University harmless for any damages, penalties, costs, detriment or harm that the University may incur as a result of the Contractor’s failure, including any statutory damages assessed against the University, regardless of the outcome of such legal challengeCourts. As between the parties, the Contractor The Professional agrees to waive all rights or remedies that may be available to it as a result of the UniversityCommonwealth’s disclosure of Requested Information pursuant to the RTKL. The Professional’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the Professional has Requested Information in its possession.