Common use of Open Books and Records Clause in Contracts

Open Books and Records. Subject to applicable law and this Section 9.1, upon reasonable written notice to Franchisee and with no less than thirty (30) business days prior written notice to Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three (3) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver copies of information that it reasonably deems to be proprietary or confidential in nature, or disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The LFA shall only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who have a need to know, or in order to enforce the provisions hereof. The LFA shall treat as confidential any books, records and information disclosed hereunder that constitutes proprietary or confidential information under federal or state law, to the extent Franchisee makes the LFA aware of such confidentiality. Franchisee shall be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interests. If the LFA receives a demand from any Person for disclosure of any information designated by Franchisee as confidential, the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court or agency of competent jurisdiction, the LFA agrees that, to the extent permitted by state and federal law, it shall deny access to any of Franchisee's information marked confidential as set forth above to any Person. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely manner. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three five (35) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver copies of disclose information that it reasonably deems to be proprietary or confidential in nature, or nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. The LFA shall treat as confidential any booksFor purposes of this section, records “proprietary and confidential” information disclosed hereunder that constitutes proprietary or confidential includes, but is not limited to: information under federal or state law, related to the extent Cable System design, trade secrets, Subscriber lists, marketing plans, financial information; or other information that is reasonably determined by the Franchisee makes the LFA aware of such confidentiality. Franchisee shall to be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interestscompetitively sensitive. If the LFA receives a demand from any Person request under FOIL, or similar law for the disclosure of any information that the Franchisee has designated by Franchisee as confidential, the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court trade secret or agency of competent jurisdictionproprietary, the LFA agrees thatshall notify the Franchisee of such request. If the LFA determines in good faith that public disclosure of the requested information is required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time to the extent permitted by state and federal law, it shall deny access seek to any of Franchisee's information marked confidential as set forth above obtain judicial redress to any Personpreclude disclosure. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..§551.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a non-disruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three six (36) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver copies of disclose information that it reasonably deems to be proprietary or confidential in nature, or nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Franchise Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law and shall only disclose Franchisee’s proprietary or confidential information it to employees, representatives, representatives and agents thereof who have a need to know, or in order to enforce the provisions hereof. The LFA shall treat as confidential any booksFor purposes of this Section, records “proprietary and confidential” information disclosed hereunder that constitutes proprietary or confidential includes, but is not limited to: information under federal or state law, related to the extent Cable System design; trade secrets; Subscriber lists; marketing plans; financial information; or other information that is reasonably determined by Franchisee makes the LFA aware of such confidentiality. Franchisee shall to be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interestscompetitively sensitive. If the LFA receives a demand from any Person request under FOIL or similar law for the disclosure of any information that Franchisee has designated by Franchisee as confidential, the LFA shallcompetitively sensitive, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court trade secret or agency of competent jurisdictionproprietary, the LFA agrees thatshall promptly notify Franchisee of such request. If the LFA determines in good faith that public disclosure of the requested information is required under FOIL, the LFA shall so notify Franchisee as soon as practicable before making the disclosure, to the extent permitted by state and federal law, it shall deny access allow Franchisee to any of Franchisee's information marked confidential as set forth above seek to any Personobtain judicial redress to preclude disclosure. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..§ 551.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Any such inspection by the LFA shall be completed in an expeditious and timely manner. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three five (35) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver copies of disclose information that it reasonably deems to be proprietary or confidential in nature, or nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. The LFA shall treat as confidential any booksFor purposes of this section, records “proprietary and confidential” information disclosed hereunder that constitutes proprietary or confidential includes, but is not limited to: information under federal or state law, related to the extent Cable System design, trade secrets, Subscriber lists, marketing plans, financial information; or other information that is reasonably determined by the Franchisee makes the LFA aware of such confidentiality. Franchisee shall to be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interestscompetitively sensitive. If the LFA receives a demand from any Person request under FOIL, or similar law for the disclosure of any information that the Franchisee has designated by Franchisee as confidential, the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court trade secret or agency of competent jurisdictionproprietary, the LFA agrees thatshall notify the Franchisee of such request. If the LFA determines in good faith that public disclosure of the requested information is required under FOIL, the LFA shall so notify Franchisee and, before making the disclosure, shall give Franchisee a reasonable period of time to the extent permitted by state and federal law, it shall deny access seek to any of Franchisee's information marked confidential as set forth above obtain judicial redress to any Personpreclude disclosure. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications ActXxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..00 X.X.X. §000.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to the operation of the Cable System or Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and in a manner so as not to unreasonably interfere with Franchisee’s normal business operations, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Franchisee shall make the necessary books and records available for such inspection at a location within the state or at another mutually agreed upon site. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three six (36) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver copies of disclose information that it reasonably deems to be is proprietary or confidential in nature, or nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2)(d) of the New York Public Officers Law, and shall disclose it only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who have a need to know, or in order to enforce the provisions hereof. The LFA shall treat as confidential any booksFor purposes of this Section, records “proprietary and confidential” information disclosed hereunder that constitutes proprietary or confidential includes, but is not limited to: information under federal or state law, related to the extent Cable System design; trade secrets; Subscriber lists; marketing plans; financial information; or other information that is reasonably determined by the Franchisee makes the LFA aware of such confidentiality. Franchisee shall to be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interestscompetitively sensitive. If the LFA receives a demand from any Person request under FOIL or similar law for the disclosure of any information that Franchisee has designated by Franchisee as confidential, the LFA shallcompetitively sensitive, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court trade secret or agency of competent jurisdictionproprietary, the LFA agrees thatshall notify Franchisee of such request. If the LFA determines in good faith that public disclosure of the requested information is required under FOIL, the LFA shall so notify Franchisee as soon as practicable before making the disclosure, to the extent permitted by state and federal law, it shall deny access allow Franchisee to any of Franchisee's information marked confidential as set forth above seek to any Personobtain judicial redress to preclude disclosure. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..§ 551.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Following the notice period set forth herein, Franchisee shall make such books and records available to the LFA at a mutually agreed upon location within one hundred (100) miles of the territorial limits of the LFA. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three six (36) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver copies of disclose information that it reasonably deems to be proprietary or confidential in nature, or nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87 (2) (d) of the New York Public Officers Law, and shall only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who the LFA deems to have a need to know, or in order to enforce the provisions hereof. The LFA shall treat as confidential any booksFor the purpose of this section, records “proprietary and confidential” information disclosed hereunder that constitutes proprietary or confidential includes, but is not limited to: information under federal or state law, related to the extent Cable System design, trade secrets, subscriber lists, marketing plans, financial information unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee makes the LFA aware of such confidentiality. Franchisee shall to be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interestscompetitively sensitive. If the LFA receives a demand from any Person request under FOIL, or similar law for the disclosure of any information that the Franchisee has designated by Franchisee as confidential, the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court trade secret or agency of competent jurisdictionproprietary, the LFA agrees that, shall notify the Franchisee of such request and cooperate with Franchisee to enforce the provisions of this Section to the fullest extent permitted by state and federal law, . The LFA shall not make public disclosure of such information if it shall deny access to any of Franchisee's information marked confidential as set forth above to any Personis exempt from mandatory disclosure under FOIL or unless required by court order. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..U. S . C. §551.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and consistent with no less than thirty (30) business days prior written notice to FranchiseeSection 11.1.1 below, the LFA City shall have the right to inspect and copy Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted , including, but not limited to, the calculation of Franchise Fees in a manner that will not unreasonably disrupt Franchisee’s normal operationsaccordance with Section 10.5 hereof. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFACity. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three six (36) years. Notwithstanding anything Any records to be inspected by the City pursuant to this Article 11 shall be made available by Franchisee to the contrary set forth hereinCity in a mutually agreeable format and location, including, at the City’s request, at a designated office of the Franchisee shall in the City. Franchisee may identify information disclosed to the City hereunder as “proprietary or confidential.” For purposes of this Section, “proprietary or confidential” information may include, but is not be required limited to: information related to deliver copies the Cable Systems design; trade secrets; Subscriber lists; marketing plans; financial information unrelated to the calculation of the Franchise Fees; or other information that it is reasonably deems determined by the Franchisee to be proprietary or confidential in naturecompetitively sensitive. Subject to applicable law, or disclose including but not limited to New York State Public Officers Law (“FOIL”), any of its or an Affiliate’s books and records not relating such information disclosed to the provision City that the Franchisee reasonably identifies as confidential or competitvely sensitive (including, without limitation, financial information related to the calculation of Cable Service in Franchise Fees) shall be treated by the Service Area. The LFA City as confidential under Section 87(2) (d) of the New York Public Officers Law and the City shall disclose such information only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who have a need to know, or in order to enforce monitor, enforce, or audit the Franchisee’s compliance with, the provisions hereof. The LFA shall treat If the City receives a request under FOIL or similar law for the disclosure of information that Franchisee has designated as confidential any books, records and information disclosed hereunder that constitutes proprietary or confidential information under federal confidential, competitively sensitive, a trade secret or state lawproprietary, to the extent City shall notify Franchisee makes the LFA aware of such confidentiality. Franchisee shall be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal lawrequest. If the LFA believes it must disclose any such confidential information City determines in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so good faith that Franchisee can take appropriate steps to protect its interests. If the LFA receives a demand from any Person for public disclosure of any the requested information designated by Franchisee as confidentialis required under FOIL or pursuant to a court order, the LFA shall, City shall so far as consistent with applicable law, advise notify Franchisee and provide before making disclosure shall give Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court or agency period of competent jurisdiction, the LFA agrees that, time to the extent permitted by state and federal law, it shall deny access seek to any of Franchisee's information marked confidential as set forth above obtain judicial redress to any Personpreclude public disclosure. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 Xxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §000. Nothing in this Article 11 is intended to impair in any way the authority of the Communications Act, 47 U.S.C. Comptroller under Section 551 or (b93(b) Customer Proprietary Network Information in violation of Section 222 of the Communications ActNew York City Charter to perform audits. Notwithstanding anything to the contrary set forth in this Agreement, 47 U.S.C. Section 222..Franchisee shall not be required to disclose information (including its books and records and books and records of an Affiliate) that, in Franchisee’s reasonable determination, does not relate to the provision of Cable Service in the Service Area.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and with no less than thirty twenty (3020) business days prior days’ written notice to the Franchisee, the LFA City shall have the right to inspect and copy Franchisee’s books require copies of, for purposes relating to this Agreement, the books, records, maps, plans and records pertaining other like materials of the Franchisee applicable to the System or Franchisee’s provision of Cable Service in the Franchise Area City at any time during Normal Business Hours as are reasonably necessary Hours; provided that where volume and convenience necessitate, the Franchisee may require inspection to ensure compliance with take place at Franchisee's office within the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operationsFranchise Area. Such notice shall specifically reference identify with reasonable specificity the section or subsection of books, records and materials the Franchise which is under reviewCity requires to inspect. Except as otherwise expressly provided in this Agreement, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three five (35) years, except that books and records related to Franchise Fees shall be maintained for the longer of five (5) years or until the statute of limitations referenced in Section 6.5 of this Agreement has run. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver copies of disclose information that it reasonably deems (and so designates in writing, consistent with this Section 8.1) to be proprietary or confidential in nature, except to the Commissioner or his designees and as reasonably necessary for the Commissioner to conduct the Commissioner’s Review, nor to disclose any of its or an Affiliate’s 's books and records not relating that have no direct relation to the provision of Cable Service in the Service AreaCity and are not directly related to Franchisee's compliance with this Agreement; provided, however, that Franchisee shall not designate any books, records or materials as proprietary or confidential for the purpose of evading compliance or disclosure of noncompliance with Franchisee's obligations under this Agreement. The LFA Any books, records and materials which the City has the right to inspect under the terms of this Agreement which contain proprietary and confidential material of the Franchisee shall be clearly marked "CONFIDENTIAL" by the Franchisee and, subject to applicable law, the City shall maintain the confidentiality of material so marked, subject to applicable law. Upon the written request of the City, the Franchisee shall provide the City with a brief statement setting forth the Franchisee's reasons for designating such information confidential. To the extent the City determines that applicable law requires disclosure of any books, records materials or other information provided by Franchisee pursuant to this Agreement, Franchisee shall have the right to challenge such disclosure to the fullest extent possible under applicable law and shall only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who that have a need to know, or in order to enforce the provisions hereof. The LFA shall treat as confidential any books, records and information disclosed hereunder that constitutes proprietary or confidential information under federal or state law, Notwithstanding anything herein to the extent Franchisee makes the LFA aware of such confidentiality. Franchisee shall be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interests. If the LFA receives a demand from any Person for disclosure of any information designated by Franchisee as confidentialcontrary, the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court or agency of competent jurisdiction, the LFA agrees that, to the extent permitted by state and federal law, it shall deny access to any of Franchisee's information marked confidential as set forth above to any Person. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..§ 551.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to the operation of the Cable System or Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and in a manner so as not to unreasonably interfere with Franchisee’s normal business operations, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Franchisee shall make the necessary books and records available for such inspection at a location within the state or at another mutually agreed upon site. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three six (36) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver copies of disclose information that it reasonably deems to be proprietary or confidential in nature, or nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as confidential under Section 87(2)(d) of the New York Public Officers Law, and shall disclose it only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who have a need to knowknow and who agree to maintain the confidentiality of all such information, or only as necessary in order to enforce the provisions hereof. The LFA shall treat as confidential any booksFor purposes of this Section, records and information disclosed hereunder that constitutes “proprietary or confidential confidential” information under federal or state lawincludes, but is not limited to: information related to the extent Cable System design; trade secrets; Subscriber lists; marketing plans; financial information unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee makes the LFA aware of such confidentiality. Franchisee shall to be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interestscompetitively sensitive. If the LFA receives a demand from any Person request under FOIL or similar law for the disclosure of any information that Franchisee has designated by Franchisee as confidential, the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court trade secret or agency of competent jurisdictionproprietary, the LFA agrees that, shall notify Franchisee of such request and cooperate with Franchisee to enforce the provisions of this paragraph to the fullest extent permitted by state and federal law, . LFA shall not make public disclosure of such information if it shall deny access to any of Franchisee's information marked confidential as set forth above to any Personis exempt from mandatory disclosure under FOIL or unless required by court order. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..§ 551.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to Franchisee and with no less than thirty (30) days prior written notice to Franchisee absent compelling circumstances, and then upon not less than ten (10) business days prior written notice to Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to Franchisee’s provision the operation of Cable Service in the Franchise Area at any time during Normal Business Hours as are reasonably necessary to ensure compliance with the terms of this FranchiseAgreement, the Cable Law and applicable state and federal law. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of records that the Franchise which is under LFA desires to review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three (3) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver provide copies of information that it reasonably deems to be proprietary or confidential in nature, or disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Franchise Area. The LFA shall only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who have a need to know, or in order to enforce the provisions hereof, the Cable Law and applicable state and federal law. The Except as provided below, the LFA shall treat as confidential and not voluntarily disclose any books, records and information disclosed hereunder that constitutes proprietary or confidential information under federal or state law, to the extent Franchisee makes the LFA aware of such confidentiality. Franchisee shall be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interests. If the LFA receives a demand from any Person for disclosure of any information designated by Franchisee as confidential, the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee Franchisee, within a reasonable time, with a copy of any written request by the party demanding access to such information within a reasonable timeinformation. Unless otherwise ordered by a court or agency of competent jurisdiction, the LFA agrees that, to the extent permitted by state and federal law, it shall deny access to any of Franchisee's information marked confidential as set forth above to any Person. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..§ 551.‌

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and consistent with no less than thirty (30) business days prior written notice to FranchiseeSection 11.1.1 below, the LFA City shall have the right to inspect and copy Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted , including, but not limited to, the calculation of Franchise Fees in a manner that will not unreasonably disrupt Franchisee’s normal operationsaccordance with Section 10.5 hereof. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFACity. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three six (36) years. Any records to be inspected by the City pursuant to this Article 11 shall be made available by Franchisee to the City in a mutually agreeable format and location, including, at the City’s request, at a designated office of the Franchisee in the City. Notwithstanding anything to the contrary set forth hereinin this Agreement, Franchisee shall not be required to deliver copies of disclose information that it reasonably deems to be proprietary or confidential in nature, or nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The LFA shall only disclose Franchisee’s For purposes of this Section, “proprietary or confidential” information includes, but is not limited to: information related to the Cable System design; trade secrets; Subscriber lists; marketing plans; financial information unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee to be competitively sensitive. Any information disclosed to the City that the Franchisee reasonably identifies as confidential or competitvely sensitive (including, without limitation, financial information it related to the calculation of Franchise Fees) shall be treated by the City as confidential under Section 87(2) (d) of the New York Public Officers Law and the City shall disclose such information only to employees, representatives, and agents thereof who have a need to know, or in order to enforce the provisions hereof. The LFA If the City receives a request under FOIL or similar law for the disclosure of information that Franchisee has designated as confidential, competitively sensitive, a trade secret or proprietary, the City shall treat as confidential any books, records and information disclosed hereunder that constitutes proprietary or confidential information under federal or state law, to the extent notify Franchisee makes the LFA aware of such confidentiality. Franchisee shall be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal lawrequest. If the LFA believes it must disclose any such confidential information City determines in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so good faith that Franchisee can take appropriate steps to protect its interests. If the LFA receives a demand from any Person for public disclosure of any the requested information designated by Franchisee as confidentialis required under FOIL or pursuant to a court order, the LFA shall, City shall so far as consistent with applicable law, advise notify Franchisee and provide before making disclosure shall give Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court or agency period of competent jurisdiction, the LFA agrees that, time to the extent permitted by state and federal law, it shall deny access seek to any of Franchisee's information marked confidential as set forth above obtain judicial redress to any Personpreclude public disclosure. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 Xxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 00 X.X.X. §000. Nothing in this Article 11 is intended to be inconsistent with the authority of the Communications Act, 47 U.S.C. Comptroller under Section 551 or (b93(b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..New York City Charter to perform audits.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee, the LFA LFAs shall have the right to inspect and copy Franchisee’s books and records pertaining to Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFALFAs. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three six (36) years. Notwithstanding anything to the contrary set forth herein, except in the case of an audit as provided for in Section 7.4, Franchisee shall not be required to deliver copies of disclose information that it reasonably deems to be proprietary or confidential in nature, or nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The LFA Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFAs shall treat any information disclosed by Franchisee as proprietary and confidential under Section 87(2) (d) of the New York Public Officers Law and shall only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who have a need to know, or in order to enforce the provisions hereof. The LFA shall treat as confidential any booksFor purposes of this Section, records and information disclosed hereunder that constitutes “proprietary or confidential confidential” information under federal or state lawincludes, but is not limited to: information related to the extent Cable System design; trade secrets; Subscriber lists; marketing plans; financial information; or other information that is reasonably determined by the Franchisee makes the LFA aware of such confidentiality. Franchisee shall to be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal lawcompetitively sensitive. If the LFA believes it must disclose any such confidential LFAs receives a request under FOIL or similar law for the disclosure of information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interests. If the LFA receives a demand from any Person for disclosure of any information has designated by Franchisee as confidential, trade secret or proprietary, the LFA shallLFAs shall notify Franchisee of such request. If LFAs determines in good faith that public disclosure of the requested information is required under FOIL, LFAs shall so far as consistent with applicable law, advise notify Franchisee and provide before making disclosure shall give Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court or agency period of competent jurisdiction, the LFA agrees that, time to the extent permitted by state and federal law, it shall deny access seek to any of Franchisee's information marked confidential as set forth above obtain judicial redress to any Personpreclude disclosure. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications ActXxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..00 X.X.X. §000.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to the operation of the Cable System or Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Franchisee shall make the necessary books and records available for such inspection at a location within the state or at another mutually agreed upon site. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three (3) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver copies of disclose information that it reasonably deems to be proprietary or confidential in nature, or nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as confidential under Section 87(2)(d) of the New York Public Officers Law, and shall disclose it only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who have a need to knowknow and who agree to maintain the confidentiality of all such information, or only as necessary in order to enforce the provisions hereof. The LFA shall treat as confidential any booksFor purposes of this Section, records and information disclosed hereunder that constitutes “proprietary or confidential confidential” information under federal or state lawincludes, but is not limited to: information related to the extent Cable System design; trade secrets; Subscriber lists; marketing plans; financial information unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee makes the LFA aware of such confidentiality. Franchisee shall to be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interestscompetitively sensitive. If the LFA receives a demand from any Person request under FOIL or similar law for the disclosure of any information that Franchisee has designated by Franchisee as confidential, the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court trade secret or agency of competent jurisdictionproprietary, the LFA agrees that, shall notify Franchisee of such request and cooperate with Franchisee to enforce the provisions of this paragraph to the fullest extent permitted by state and federal law, . LFA shall not make public disclosure of such information if it shall deny access to any of Franchisee's information marked confidential as set forth above to any Personis exempt from mandatory disclosure under FOIL or unless required by court order. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..§ 551.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to the Franchisee and with no less than thirty (30) business days prior written notice to the Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to the operation of the Cable System or Franchisee’s provision of Cable Service in the Franchise Area at any time during Normal Business Hours Franchisee’s regular business hours and on a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this Franchise. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of the Franchise which is under review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Franchisee shall make the necessary books and records available for such inspection at a mutually agreed upon location. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three five (35) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver copies of disclose information that it reasonably deems to be proprietary or confidential in nature, or nor disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Franchise Area. The Subject to the requirements of the New York Freedom of Information Law (“FOIL”), the LFA shall treat any information disclosed by Franchisee as confidential under Section 87(2)(d) of the New York Public Officers Law, and shall disclose it only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who have a need to knowknow and who agree to maintain the confidentiality of all such information, or only as necessary in order to enforce the provisions hereof. The LFA shall treat as confidential any booksFor purposes of this Section, records and information disclosed hereunder that constitutes “proprietary or confidential confidential” information under federal or state lawincludes, but is not limited to: information related to the extent Cable System design; trade secrets; Subscriber lists; marketing plans; financial information unrelated to the calculation of Franchise Fees; or other information that is reasonably determined by the Franchisee makes the LFA aware of such confidentiality. Franchisee shall to be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interestscompetitively sensitive. If the LFA receives a demand from any Person request under FOIL or similar law for the disclosure of any information that Franchisee has designated by Franchisee as confidential, the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court trade secret or agency of competent jurisdictionproprietary, the LFA agrees that, shall notify Franchisee of such request and cooperate with Franchisee to enforce the provisions of this paragraph to the fullest extent permitted by state and federal law, . LFA shall not make public disclosure of such information if it shall deny access to any of Franchisee's information marked confidential as set forth above to any Personis exempt from mandatory disclosure under FOIL or unless required by court order. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications ActXxxxxxx 000 xx xxx Xxxxxxxxxxxxxx Xxx, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..00 X.X.X. §000.

Open Books and Records. Subject to applicable law and this Section 9.1, upon Upon reasonable written notice to Franchisee and with no less than thirty (30) days prior written notice to Franchisee absent compelling circumstances, and then upon not less than ten (10) business days prior written notice to Franchisee, the LFA shall have the right to inspect and copy Franchisee’s books and records pertaining to Franchisee’s provision the operation of Cable Service in the Franchise Area at any time during Normal Business Hours as are reasonably necessary to ensure compliance with the terms of this FranchiseAgreement, the Cable Law and applicable state and federal law. Such inspections shall be conducted in a manner that will not unreasonably disrupt Franchisee’s normal operations. Such notice shall specifically reference the section or subsection of records that the Franchise which is under LFA desires to review, so that Franchisee may organize the necessary books and records for appropriate access by the LFA. Franchisee shall not be required to maintain any books and records for Franchise compliance purposes longer than three (3) years. Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to deliver provide copies of information that it reasonably deems to be proprietary or confidential in nature, or disclose any of its or an Affiliate’s books and records not relating to the provision of Cable Service in the Service Franchise Area. The LFA shall only disclose Franchisee’s proprietary or confidential information it to employees, representatives, and agents thereof who have a need to know, or in order to enforce the provisions hereof, the Cable Law and applicable state and federal law. The Except as provided below, the LFA shall treat as confidential and not voluntarily disclose any books, records and information disclosed hereunder that constitutes proprietary or confidential information under federal or state law, to the extent Franchisee makes the LFA aware of such confidentiality. Franchisee shall be responsible for clearly and conspicuously stamping the word “Confidential” on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the LFA believes it must disclose any such confidential information in the course of enforcing this Franchise, or for any other reason, it shall advise Franchisee in advance so that Franchisee can take appropriate steps to protect its interests. If the LFA receives a demand from any Person for disclosure of any information designated by Franchisee as confidential, the LFA shall, so far as consistent with applicable law, advise Franchisee and provide Franchisee with a copy of any written request by the party demanding access to such information within a reasonable time. Unless otherwise ordered by a court or agency of competent jurisdiction, the LFA agrees that, to the extent permitted by state and federal law, it shall deny access to any of Franchisee's information marked confidential as set forth above to any Person. Franchisee shall not be required to provide (a) Subscriber information in violation of Section 631 of the Communications Act, 47 U.S.C. Section 551 or (b) Customer Proprietary Network Information in violation of Section 222 of the Communications Act, 47 U.S.C. Section 222..or‌ 9: INSURANCE AND INDEMNIFICATION