MOBILE MODULAR MANAGEMENT CORPORATION (MCGRATH RENTCORP)

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due to personal or property rights arises by reason of Contractor's negligence or intentional misconduct in performing the terns of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including reasonable costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be reasonably identifiable. At City's written request, Contractor shall allow a representative of the City to examine, audit, and snake transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours for the limited purpose of ensuring proper billing and invoicing under this Agreement; provided, however, that City shall not have access to Contractor's proprietary, privileged, or confidential information not relevant to determining billing and invoicing (as reasonably determined by Contractor). Contractor shall allow such 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 Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor 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. Notwithstanding the foregoing, Contractor may disclose any of the information described in this Section: (i) to Contractor's or its parent, attorneys, professionals and consultants engaged by Contractor or its parent, to the extent such information is necessary for the procurement and/or performance of their work, or (ii) pursuant to any judicial or governmental Page G of 10 #2003115v1