Common use of Record maintenance and access Clause in Contracts

Record maintenance and access. The University shall maintain a complete file of all electronic and hardcopy books, records, documents, communications, and any other materials pertaining to the University’s performance under this Agreement (collectively “records”). The University shall maintain such records for three (3) years after the conclusion of this Agreement, or, if an audit, litigation, or other action involving such records is initiated before the three (3) year period has expired, the University shall maintain such records until all issues arising out of such actions are resolved, or until an additional three (3) year period has passed, whichever is later. The University shall permit Commerce and any personnel duly authorized by Commerce, or federal or state inspectors or auditors, to inspect, review, or audit, and copy the University’s records to assure the University’s compliance with the terms of this Agreement or to evaluate the University’s performance under this Agreement. The University shall permit such access during the term of this Agreement and for a period of three (3) years following the conclusion of this Agreement, or for such further period as may be necessary to resolve any matters that may be pending. The University shall make its records available at all reasonable times, at either the University’s principal place of business or upon premises designated by the University at no additional cost to Commerce. The University shall obtain any releases needed to provide Commerce with any third party records or documents relevant to this Agreement. The University shall include a provision granting Commerce access to each subcontractor’s records to the same extent as if the records were the University’s in every subcontract relating to this Agreement. Any violation of this section 9 by the University shall constitute a material breach of this Agreement. Public records and confidential information. Pursuant to Idaho Code section 9-335 et seq., information or documents received by the State from the University shall be open to public inspection and copying unless exempt from disclosure. The University shall clearly designate individual documents as “exempt” and shall indicate the basis for such exemption (e.g. Trade Secret). The State will not accept the marking of an entire document as exempt; or a legend or statement on one page that all, or substantially all, of the document is exempt from disclosure. The University’s failure to designate as exempt any document or portion of a document that is released by the State shall constitute a complete waiver of any and all claims for damages caused by any such release. At the request of the State, the University shall provide a defense in any action, suit or proceeding arising from the State honoring the University’s designation of exemption or failure to designate specific information within a document as exempt. The University shall pay all costs of defense and any costs, fees, penalties, damages, assessments or fines arising from such action, suit or proceeding. The University affirmatively certifies it has sufficient authority to provide the State with confidential information, and any other documents or information for purposes of this Agreement. At the request of the State, the University shall provide a defense in any action, suit or proceeding arising from the State’s receipt of any confidential information or any other documents or information from the University for purposes of this Agreement. The University shall pay all costs of defense and any costs, fees, penalties, damages, assessments or fines arising from such action, suit or proceeding. University status. The University’s status under this Agreement shall be that of a grantee, and not that of an agent or employee of Commerce. The University shall be responsible for paying all employment-related taxes and benefits, such as federal and state income tax withholding, social security contributions, worker’s compensation and unemployment insurance premiums, health and life insurance premiums, pension contributions and similar items. The University certifies that the University has complied and will comply with all federal, state and local laws regarding business permits and licenses that may be required for Contractor to perform the work described in the Application.

Record maintenance and access. The University shall maintain a complete file of all electronic and hardcopy books, records, documents, communications, and any other materials pertaining to the University’s performance under this Agreement (collectively “records”). The University shall maintain such records for three (3) years after the conclusion of this Agreement, or, if an audit, litigation, or other action involving such records is initiated before the three (3) year period has expired, the University shall maintain such records until all issues arising out of such actions are resolved, or until an additional three (3) year period has passed, whichever is later. The University shall permit Commerce and any personnel duly authorized by Commerce, or federal or state inspectors or auditors, to inspect, review, or audit, and copy the University’s records to assure the University’s compliance with the terms of this Agreement or to evaluate the University’s performance under this Agreement. The University shall permit such access during the term of this Agreement and for a period of three (3) years following the conclusion of this Agreement, or for such further period as may be necessary to resolve any matters that may be pending. The University shall make its records available at all reasonable times, at either the University’s principal place of business or upon premises designated by the University at no additional cost to Commerce. The University shall obtain any releases needed to provide Commerce with any third party records or documents relevant to this Agreement. The University shall include a provision granting Commerce access to each subcontractor’s records to the same extent as if the records were the University’s in every subcontract relating to this Agreement. Any violation of this section 9 by the University shall constitute a material breach of this Agreement. Public records and confidential information. Pursuant Idaho Public Records Act, Title 74, Chapter 1 Idaho Code, as may be amended from time to Idaho Code section 9-335 et seq., time the (“Public Records Law”) information or documents received by the State from the University shall be open to public inspection and copying copying, unless specifically exempt from public disclosure. The University shall clearly designate individual documents as “exempt” and shall indicate the basis for such exemption (e.g. Trade Secret). The State will not accept the marking of an entire document as exempt; or a legend or statement on one page that all, or substantially all, of the document is exempt from disclosure. The University’s failure to designate as exempt any document or portion of a document that is released by the State shall constitute a complete waiver of any and all claims for damages caused by any such release. At the request of the State, the University shall provide a defense in any action, suit or proceeding arising from the State honoring the University’s designation of exemption or failure to designate specific information within a document as exempt. The University shall pay all costs of defense and any costs, fees, penalties, damages, assessments or fines arising from such action, suit or proceeding. The University affirmatively certifies it has sufficient authority to provide the State with confidential information, and any other documents or information for purposes of this Agreement. At the request of the State, the University shall provide a defense in any action, suit or proceeding arising from the State’s receipt of any confidential information or any other documents or information from the University for purposes of this Agreement. The University shall pay all costs of defense and any costs, fees, penalties, damages, assessments or fines arising from such action, suit or proceeding. University status. The University’s status under this Agreement shall be that of a grantee, and not that of an agent or employee of Commerce. The University shall be responsible for paying all employment-related taxes and benefits, such as federal and state income tax withholding, social security contributions, worker’s compensation and unemployment insurance premiums, health and life insurance premiums, pension contributions and similar items. The University certifies that the University has complied and will comply with all federal, state and local laws regarding business permits and licenses that may be required for Contractor to perform the work described in the Application.