NATIONAL CENTER FOR SAFETY INITIATIVES, LLC

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equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. Notwithstanding the foregoing,to the extentNCSI'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. NCS1 does not guarantee City's compliance with all applicable laws in its use of reported information,and does not provide legal or other compliance related services upon which City may rely in connection with its furnishing of reports. City understands that any documents, information, conversations or communication with NCSFs representatives regarding searches, verifications or other services offered by NCSI are not to be considered a legal opinion regarding such use. City agrees that(1) it will consult with its own legal or other counsel regarding the use of background screening information, including but not limited to,the legality of using or relying on reported information and to review any forms as well as the content of prescribed notices, adverse or pre-adverse action letters and any attachments to this Agreement for compliance with all applicable laws and regulations and (2)the provision of such notices, pre-adverse or adverse action letters and the contents thereof is the sole responsibility of City not NCS1. 8. INTELLECTUAL PROPERTY INDEMNIFICATION NCSI 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 costs,contained in the work product or documents provided by NCSI to the City pursuant to this Agreement. 9. RECORDS NCSI shall keep records and invoices in connection with the work to be performed under this Agreement. NCS1 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 NCSI under this Agreement. All such records and invoices shall be clearly identifiable. NCSI 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 upon reasonable notice and limited to once per year without cause. 10. CONFIDENTIALITY Neither party shall reveal,publish or otherwise disclose any Confidential Information to any third party without the prior written consent of the other party 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. The Parties agree to keep this information confidential at all times during the term of this Agreement,and continuing for five years after receipt of any Confidential Information. "Confidential Information" shall include all nonpublic information. Confidential Page 5 of 11 #2040577vl