Confidentiality Protocols Clause Samples

Confidentiality Protocols. Developer acknowledges that documents or other “records” (as that term is defined in the California Public Records Act (“CPRA”)) related to the Project may be required to be made public upon request. California Government Code Section 6253(a) provides that “[p]ublic records are open to inspection at all times during the office hours” of the City. If ▇▇▇▇▇▇▇▇▇ believes that any documents or other records provided to the City are exempt from the CPRA, Developer shall state in writing the legal basis for Developer's belief that such documents or other records are exempt from the CPRA, Developer and City shall meet and confer about exemption of such documents or other records, and City shall evaluate the asserted basis for the exemption(s) in good faith. If City determines that the requested documents or other records qualify for an exemption, Developer shall conspicuously mark the documents and other records “Confidential” and shall submit them to City, and City will not make the records public except as otherwise required by law or by court order. City's failure to correctly determine the applicability or inapplicability of an exemption to the CPRA shall not constitute a breach of this ENA or the Transaction Documents. City will endeavor to notify Developer of any request made for records related to the Project when the request for the records allows adequate time to provide such notice. ▇▇▇▇▇▇▇▇▇ agrees to defend, indemnify and hold harmless the City and the City Parties from any claims for damages, costs, court costs, awards of attorney fees, or related claims in all lawsuits and writ proceedings seeking to make records public that Developer has marked “Confidential” hereunder and requests the City to protect as confidential. City shall promptly notify Developer of any claim made against City of an alleged breach of CPRA resulting from document(s) that ▇▇▇▇▇▇▇▇▇ elected to mark as “Confidential” so that Developer may evaluate such claim and its determination of the confidentiality of such document(s). In no event shall the City be required to maintain as confidential any materials required by law to be disclosed by Developer, or otherwise disclosed by Developer in connection with its public filings.