Common use of Records and Reports, Non-Disclosure Clause in Contracts

Records and Reports, Non-Disclosure. The Company agrees to maintain complete books and records accounting for the acquisition, financing, construction and operation of the Project. Such books and records shall: (a) permit ready identification of the various Project Increments and components thereof; (b) confirm the dates on which each Project Increment was placed in service; and (c) include copies of all filings made by the Company with the County Auditor or the Department with respect to property placed in service as part of the Project. Notwithstanding any other provision of this Agreement, the Company may clearly designate, in writing, with respect to any filings or reports delivered to the County pursuant to the provisions of this Agreement, or segments thereof, that such filing or report contains proprietary, confidential or trade secret matters. Except as required by the South Carolina Freedom of Information Act or otherwise by law, the County Council, the County, its officers, elected officials and employees shall not knowingly and willfully disclose any such clearly identified confidential information regarding the Project, the Company, the Company’s operations and any other competitively sensitive information which is not generally and independently known by the public, without the prior written authorization of the Company. To the best of its commercially reasonable ability, the County shall notify the Company in the event of the County’s receipt of any South Carolina Freedom of Information Act request concerning the aforesaid clearly identified, confidential information and, to the extent permitted by law, will not respond to such request until such time as the Company has reviewed the request and taken any action authorized by law to prevent its disclosure at the Company’s sole expense. If the Company fails to act to prevent any disclosure of such information under the South Carolina Freedom of Information Act within ten (10) days after the Company’s receipt of notice of such request, or otherwise by the time which the County has identified by which it is required by law to provide such information, the County may provide such information as in its judgment is required to comply with such law and the County will have no liability to the Company in connection therewith.