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8. INTELLECTUAL PROPERTY INDEMNIFICATION Subcontractor shall defend and indemnify the Contractor, 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 Subcontractor to the Contractor pursuant to this Agreement. 9. RECORDS Subcontractor shall keep records and invoices in connection with the work to be performed under this Agreement. Subcontractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the Contractor for a minimum period of three(3)years,or for any longer period required by law, from the date of final payment to Subcontractor under this Agreement. All such records and invoices shall be clearly identifiable. Subcontractor shall allow a representative of the Contractor to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Subcontractor 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 Subcontractor under this Agreement. 10. CONFIDENTIALITY If Subcontractor receives from the Contractor information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Subcontractor 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. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is,through no fault of the Subcontractor disclosed in a publicly available source; (c) is in rightful possession of the Subcontractor without an obligation of confidentiality; (d)is required to be disclosed by operation of law; or (e) is independently developed by the Subcontractor without reference to information disclosed by the Contractor. 11. CONFLICT OF INTEREST CLAUSE a. Subcontractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. b. No immediate fancily members of either the Mayor, City Council Member, or any Page 5 of 10 #2076I48v2