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grounds that such documents, records or information are alleged by Portsmouth to contain proprietary information, provided that this requirement shall not be deemed to constitute a waiver of Portsmouth's right to assert that the proprietary information contained in such documents, records or other information, should not be disclosed and to withhold such information upon the agreement of Chesapeake. In order to determine the validity of such assertion and withholding by Portsmouth, Chesapeake agrees to review the alleged proprietary information at Portsmouth's premises, subject to the terms as reasonably determined by the parties, and, to limit access to the alleged proprietary information to those individuals who require the information in the exercise of Chesapeake's rights under this Agreement, as reasonably determined by the parties. If the City Attorney concurs with Portsmouth's assertion regarding the proprietary nature of such information, Chesapeake will not disclose such information to any Person and will not remove from Portsmouth's premises the proprietary portion of any document or other tangible thing that contains such proprietary information. If Chesapeake City Attorney does not concur with such assertion, then Portsmouth shall promptly provide such documents, including the alleged proprietary portion thereof, to Chesapeake, provided that Portsmouth shall not be required to provide the proprietary portion thereof if it promptly notifies Chesapeake of its intentions to challenge the Chesapeake City Attorney's decision or during the pendency of any court challenge to such provision. The labeling of documents, records or other information as proprietary shall be the sole responsibility of Portsmouth. ARTICLE IV PORTSMOUTH GRANT TO CHESAPEAKE Section 4.01 Definitions. For the purposes of this Article, the following terms are defined: A. `'Abandonment or Abandon" means where an Agreement is granted for fiber optic cabling facilities and installation of said fiber optic cabling facilities has commenced, and either installation work has ceased, or, after installation, the fiber optic cabling facilities are unused, for whatever reason, for a period of twelve (12) consecutive months then the fiber optic cabling facilities or any parts thereof shall be deemed to be abandoned. For the purposes of this definition, fiber optic cabling facilities shall not be considered unused merely because the fiber is dark and shall be considered in use if the facilities are connected to other fiber optic cabling facilities owned by the Chesapeake that are used. Should all of the fiber optic cabling facilities be determined to be abandoned then this Memorandum of Agreement shall automatically expire and become void. (1) The Portsmouth City Manager shall within thirty (30) days thereof, by certified mail, return receipt requested, notify Chesapeake of record of the fiber optic cabling facilities of the Portsmouth's intent to determine the fiber optic cabling facilities abandoned. Chesapeake shall have fifteen (15) days to respond to Portsmouth by demonstrating its intent and ability to fulfill its obligations and requirements of the Agreement. If Chesapeake demonstrates its intent and ability to fulfill its obligations and requirements of the Agreement, Portsmouth will not determine the fiber optic facilities abandoned.