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4.4 Time Limitation on Fee Review. The City may annually review the amounts paid under Section 4.1 for a period not to exceed five (5) years after the payment is due. SECTION 5 BOOKS AND RECORDS; INSPECTION 5.1 Company To Maintain Books and Records. The Company shall maintain books of account and records adequate to enable the Company to demonstrate that it is in compliance with the obligation to pay the amounts specified in Section 4.1 of this Agreement with respect to IP Video Sèrvice. The Compàny ,shall not be required to maintain books and records for compliance purposes under this Agreement for a period longer than five (5) years. 5.2 City's Right of Inspection. Upon thirty (30) days' notice to the Company, the City or its designated representative shall have the right to examine books and records directly related to the Company's compliance with its obligations under this Agreement, including the compensation obligation specified in Section 4.1 of this Agreement. The City shall have no right to examine any aspect of the books and records that does not directly relate to the Company's obligations under this Agreement. 5.2.1 Information Treated as Confidential and Proprietarv. Notwithstanding any other provision of this Agreement, the Company shall not be required to disclose information that it reasonably deems to be confidential or proprietary, nor disclose any of its or an affùiate's books and records not directly related to the Company's compliance with its obligations under this Agreement. The City agrees to treat any information disclosed by the Company and clearly marked by the Company as confidential and/or proprietary in a manner that protects such confidential and proprietary information and to limit disclosure:, to the extent permitted by law, to employees, representatives and agents of the City that have a need to know in order to enforce this Agreement. 477196-2 10