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not affect Attorney's right to be paid for its time and materials expended prior to notification of termination. Indemnification: Attorney's agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorney's negligent or wrongful performance or conduct related to this Agreement. Confidentiallty: If Attorney receives from the Agency information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attorney agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorney disclosed in a publicly available source; (c) is in rightful possession of the Attorney without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorney without reference to information disclosed by the Agency. Records: Attorney shall keep records and invoices in connection with the work to be performed under this Agreement. Attorney shall maintain complete and accurate records with respect to the costs incurred tinder this Agreement and any services, expenditures, and disbursements charged to the Agency for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Attorney under this Agreement. All such records and invoices shall be clearly identifiable. Attorney shall allow a representative of the Agency to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Attorney shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Attorney tinder this Agreement. Jurisdiction — Venue: This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 3 9941490.1 ER020-013