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certificates of insurance shall be incorporated by reference into the Master Renewal <br />Agreement. <br />V. CONSULTANT shall supply City with a fully executed additional insured <br />endorsement. <br />(f) If CONSULTANT fails or refuses to maintain the insurance required by this section <br />or fails or refuses to furnish CITY with required proof that insurance has been procured and is in <br />force pursuant to the provision of certificates of insurance as detailed in this Master Renewal <br />Agreement, then the CITY shall have the right at CITY's election, to forthwith terminate this <br />Master Renewal Agreement. Such termination shall not affect CONSULTANT's right to be paid <br />for its time and materials expended prior to notification of termination. <br />6. CONFIDENTIALITY <br />If CONSULTANT receives from CITY information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, CONSULTANT agrees <br />that it shall not use or disclose such information except in the performance of this Master Renewal <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br />information of like importance, but in no event less than reasonable care. "Confidential <br />Information" shall include all nonpublic information. Confidential information includes not only <br />written information, but alsonnfoimation transferred orally, visually, electronically, or by other <br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the <br />other party is covered by this Master Renewal Agreement. The foregoing obligations of non-use <br />and nondisclosure shall not apply to any information that (a) has been disclosed in publicly <br />available sources; (b) is, through no fault of the CONSULTANT disclosed in a publicly available <br />source; (c) is in rightful possession of the CONSULTANT without an obligation of confidentiality; <br />(d) is required to be disclosed by operation of law; or (e) is independently developed by the <br />CONSULTANT without reference to information disclosed by CITY. <br />7. INTELLECTUAL PROPERTY INDEāž¢4NIFICATION <br />CONSULTANT shall defend and indemnify CITY, its officers, agents, representatives, <br />and employees against any and all liability, including costs, for infringement of any United States' <br />letters patent, trademark, or copyright infringement, including costs, contained in the work product <br />or documents provided by CONSULTANT to CITY pursuant to this Master Renewal Agreement. <br />8. RECORDS <br />CONSULTANT shall keep records and invoices in connection with the work to be <br />performed under this Master Renewal Agreement. CONSULTANT shall maintain complete and <br />accurate records with respect to the costs incurred under this Master Renewal Agreement and any <br />services, expenditures, and disbursements charged to CITY for a minimum period of four (4) years, <br />or for any 'longer period required by law, from the date of final payment to CONSULTANT under <br />this Master Renewal Agreement. All such records and invoices shall be clearly identifiable. <br />CONSULTANT shall allow a representative of CITY to examine, audit, and make transcripts or <br />copies of such records and any other documents created pursuant to this Master Renewal <br />5 <br />25D-14 <br />