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performance of services under this Agreement. This indemnity obligation shall not apply to any claims arising from the City's own negligence, willful misconduct, or breach of this Agreement. Consultant and City may come to an agreement for Consultant to control the defense of any indemnified claim,with counsel reasonably acceptable to the City,and the City agrees to cooperate in good faith in the defense of such claims. Nothing in this Section shall be construed to require Consultant to indemnify or defend the City against claims brought by the City itself or any of its affiliates. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall indemnify and hold harmless the City,its officers, agents,representatives, and employees from third-party claims arising from actual infringement of any United States patent, trademark, or copyright directly resulting from. the Consultant's original work product delivered under this Agreement,provided that such infringement was not caused by modifications made by the City or use of the work product in a manner not intended or authorized by Consultant. Consultant's obligation under this Section shall be subject to the City: (a) promptly notifying Consultant in writing of any such claim; (b) granting Consultant sole control of the defense and settlement of the claim; and (c) providing reasonable assistance at Consultant's expense. This indemnity shall not apply to any infringement arising from materials, specifications, or instructions provided by the City or from the combination of Consultant's work product with other products,processes, or materials not supplied by Consultant. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant 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 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 date 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,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 i Page 6 of 11 #2072041v1