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claims for personal injury, including death, and claims for property damage, which may arise from
<br />the negligent operations of the Subcontractor, its subcontractors, agents, employees, or other
<br />persons acting on its behalf which relates to the services described in section 1 of this Agreement;
<br />and (2) from any claim that personal. injury, damages, just compensation, restitution, judicial or
<br />equitable relief is due by reason of the terms of or effects arising from this Agreement. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The Subcontractor further agrees to indemnify, hold harmless, and pay all costs for
<br />the defense of the City, including fees and costs for special counsel to be selected by the City,
<br />regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal
<br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Subcontractor's services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
<br />2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Subcontractor.
<br />S. INTELLECTUAL PROPERTY INDEIVINIFICATIION
<br />Subcontractor shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States'
<br />letters patent, trademark, or copyright infringement, including costs, contained in the work product
<br />or documents provided by Subcontractor to the City pursuant to this Agreement.
<br />9. RECORDS
<br />Subcontractor shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Subcontractor shall maintain complete and accurate records with respect
<br />to the costs incurred under this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a minimum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Subcontractor under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Subcontractor shall allow a. representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Subcontractor shall allow inspection of
<br />all work, data, documents, proceedings, and activities related to this Agreement for a period of
<br />three (3) years from the date of final payment to Subcontractor under this Agreement.
<br />10. CONFI.DENTIAUTY
<br />If Subcontractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees
<br />that it shall not use or disclose such information except in the performance of this Agreement, and
<br />fLuthor agrees to exercise the same degree of care it uses to protect its own information of like
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