Common use of Inspection and Copying Clause in Contracts

Inspection and Copying. At any time during normal business hours upon ten (10) business days’ prior written notice and as often as Grantor may reasonably deem necessary, Grantee shall make available to Grantor for examination all of its records with respect to matters covered by this Agreement including, but not limited to, records supporting ▇▇▇▇▇▇▇’s performance under this Agreement, and Grantee shall permit Grantor and other appropriate State agencies or officials to audit, examine and make excerpts or transcripts from such records. Notwithstanding the foregoing, and to the extent practicable, any such audit shall rely on inspection and review of records and documents and not require removal of records and documents, and no audit may be done on a contingent fee basis. Information, documents and materials that do not constitute public records under the State’s sunshine laws or are exempt from disclosure under the State’s sunshine laws reviewed or learned by Grantor in connection with any such audit shall be treated as confidential information of Grantee and Grantor agrees to maintain the confidentiality of such information to the maximum extent permitted by applicable law. Information, documents and materials provided by Grantee that constitute public records under the State’s sunshine laws shall be treated as described in Section 8(f) of this Agreement and in accordance with state law. Notwithstanding the foregoing or any other provision of this Agreement, Grantee shall not be required to disclose, permit the inspection of or examination of, or discuss, any document, information or other matter that (a) constitutes trade secret or proprietary information, unless such information or documentation, identified by Grantor to Grantee, is part of the reporting required, (b) in respect of which disclosure is prohibited by law or any binding agreement or (c) is subject to attorney-client or similar privilege, employee privacy or constitutes attorney work product. Grantee shall, at its own cost and expense, segregate records to be made available for inspection pursuant to this Section 7(b) from ▇▇▇▇▇▇▇’s other records of operation.