Virginia will have to give Amazon a heads-up—and two days to respond—to any request of public records about the company, according to the memorandum of understanding between the two parties.

Amazon and Virginia's memorandum states that Virginia must give written notice of a pending disclosure and provide the company no less than two business days to “seek a protective order or other appropriate remedy.”

Andrew Bodoh, a senior associate attorney at Thomas H. Roberts & Associates, doesn't see the agreement “as inherently problematic, because the major concern [is if Virginia will ] disclose all of the information they have within a timely manner consistent with the requirement.”

Bodoh said that, as long as Amazon is given two days and the citizen requesting information is given a response in a timely manner of five days, Virginia can comply with both the contract and state requirements on public record requests. But Virginia could be stuck between complying with its memorandum of understanding or public record requirements, if a public record is needed sooner.

It's not the first time Amazon has put such a requirement in an agreement. While there doesn't seem to be a similar requirement in its memorandum with New York City, where it's planning to open another new headquarters, the Columbia Journalism Review reported in February that Amazon and Facebook have both used so-called heads-up agreements in recent contracts.

Bodoh said such requirements may be a way for Amazon to prevent other tech companies from accessing competitive information. But it's also possible that Amazon could sue those seeking information in an attempt to secure company information, even if they don't have strong ground to keep it confidential.

Under the memorandum of understanding, Virginia also must “disclose only such information as is required under the applicable law,” cooperate with Amazon “in responding to any such records request” and “limit disclosure, refuse to disclose, and redact and/or omit portions of materials to the maximum extent permitted by applicable law.”

“That's not illegal but it is completely counter to the policy statement [of] Virginia FOIA, which is to interpret provisions liberally and exemptions narrowly,” said Megan Rhyne, the director of the Virginia Coalition for Open Government. Rhyne was a former freelance editor for the National Law Journal and opinions editor for Texas Lawyer.

Rhyne added that this isn't something she's seen often, if ever, and that it could complicate accessing what once would have been easily accessible documents related to Amazon.

“Adding something to say that we're going to use this to the maximum extent allowable, it's not illegal but it is counter to this notion that you should be using a light touch rather than a heavy-handed one,” she said.