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<br />Page 5 of 10 <br />#2076148v2 <br />8. INTELLECTUAL PROPERTY INDEMNIFICATION <br /> <br />Subcontractor shall defend and indemnify the Contractor, its officers, agents, <br />representatives, and employees against any and all liability, including costs, for infringement of <br />any United States’ letters patent, trademark, or copyright infringement, including costs, contained <br />in the work product or documents provided by Subcontractor to the Contractor pursuant to this <br />Agreement. <br /> <br />9. RECORDS <br /> <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 Contractor for a minimum period of three (3) years, or for any longer period required <br />by law, from the date of final payment to Subcontractor under this Agreement. All such records <br />and invoices shall be clearly identifiable. Subcontractor shall allow a representative of the <br />Contractor to examine, audit, and make transcripts or copies of such records and any other <br />documents created pursuant to this Agreement during regular business hours. Subcontractor shall <br />allow inspection of all work, data, documents, proceedings, and activities related to this Agreement <br />for a period of three (3) years from the date of final payment to Subcontractor under this <br />Agreement. <br /> <br />10. CONFIDENTIALITY <br /> <br />If Subcontractor receives from the Contractor 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 />further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. “Confidential Information” shall include all <br />nonpublic information. Confidential information includes not only written information, but also <br />information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either Party by any subsidiary and/or agent of the other Party is covered <br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any <br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the <br />Subcontractor disclosed in a publicly available source; (c) is in rightful possession of the <br />Subcontractor without an obligation of confidentiality; (d) is required to be disclosed by operation <br />of law; or (e) is independently developed by the Subcontractor without reference to information <br />disclosed by the Contractor. <br /> <br />11. CONFLICT OF INTEREST CLAUSE <br /> <br />a. Subcontractor covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services <br />specified under this Agreement. <br /> <br />b. No immediate family members of either the Mayor, City Council M ember, or any <br />EXHIBIT 2