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8. INTELLC- TUAT :PROPERTY;INDENINIFICATION Consultant .shall defend, indemnify and: hold harmless the City„ its officers, agents, representatives, ..and" employees againsCany and all liability,' including costs, and;attorney's fees, for infringement of any United States' lefters pateiit,;tradenrark, or copyright contained in the work product or documents provided by Consultant to.1he City. pursuant to this Agreement.: 9. RECORDS Consultant shall keep records and invoices in connection With -the work to,be performed under this Agreement, , Consultant shall maintain complefe and accurate records..with respect to the costs Incurred under this Agreement and any services; expenditures, and disbursements` charged toihe Cityfot a minimum"period of three (3) years;; or for anylonger period required by I aw, from'the date of final payment to, Consultant under this; Agreement, All such records and invoices skiall be clearly identifiable: Consultant shad'allow" arepresentatixe'of the City to: examine; audit, and make transcripts or:coptes"ofsuch records and any other documents created pursuant to this Agreementduring "regular business hours. Consultant shall allow nspection; 'fall work, data; documents, proceedings,arid' activities.related to this Agreement for 'a, period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIA1 ITY If Consultant receives' from the City: information.'which :due to the nature:, of such in£ormation;is reasonably understood,to be eonSdertial and/or proprietary, Consultant agrees that it shall not use or disclose such information except iri the performance of this ,Agreement ,. and 'further agrees to exercisellie:same degree of care. it uses to;profect its own inforrnation.of like" importance; but in no event less than reasonable care. "Confidential Information' shall include all nonpubfliy information. Confidential information includes not only written information,:+but also information: transferred orally; visually; ,eleetromcally, 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'atid nondisclosure shall,notapply 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 iri rightful.possession of the Consultant without an obligation of confidentiatity, (d) is requited to be disclosed _by operation of law;. or (e) " is independently, developed by the Consultant without reference to information ,disclosed. by the City. 13, CONFLICT OF INTEOST.CLAUSE . : Consultant covenants that it presently has nointerestand shall not have interests, direct or: indirect; which would conflict rn any manner with performance"of services specified under this: .. Agreement. 12. NOTICE Any notice, tender, demand, delivery, or other communicationpirrsuantio this Agreement shall be in writing and shall be deemed to be properly given`if delivered in person. or in "by . first class bfIceelfied mail, postage; prepaid, or sent,by fax or:other `'telegraphic"cozrimunication in the manner provided in this Section,;to the following persons: Page 6 of I1