HELIX ENVIRONMENTAL PLANNING, INC.

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8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify.,, and. hold harmless the City, its officers, agents, representatives,, and employees. against any and all liability, including costs, and attorney's fees, for infringement of any United. States' letters patent, trademark, or copyright contained in.the work product or documents provided by Consultant to the City pursuant to this Agreement. Consultant shall keep records and invoices in connection with the work to be performed <under this Agreement. Consultant shall maintain coinplete and accurate records with respect to the costs incurred under this Agreement and, any services, expenditures, and. disbursements charged io'the City a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under'this Agreement. All such records and invoices `shall be clearly identifiable. Consultant- shall allow a representative of the City to examine,' audit; and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours: Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the dat& of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant. receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant 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, butin no eventless 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 Consultant disclosed in a publicly available source; (c) is in rightfiil possession of the Consultant without an obligation of confidentiality; (d). is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to informationdisclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently. has no interest and shall not have interests, director indirect,. which would conflict in any manner with performance of services specified under this Agreement. 12. NOTICE Any notice, tender, demand, delivery; or other communication pursuant to this Agreement shall be, in writing and shall be deemed to be properly given if delivered in person or mailed _by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 6 of 11