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9. INTELLECTUAL PROPERTY INDEMNIFICATION <br /> Contractor 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 Contractor to the City pursuant to this Agreement. <br /> 10. RECORDS <br /> Contractor shall keep records and invoices in connection with the work to be performed <br /> under this Agreement. Contractor shall maintain complete and accurate records with respect to <br /> 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 Contractor under this Agreement. All such records and <br /> invoices shall be clearly identifiable. Contractor 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. Contractor shall allow inspection of all <br /> work, data, documents,proceedings, and activities related to this Agreement for a period of three <br /> (3)years from the date of final payment to Contractor under this Agreement. <br /> 11, CONFIDENTIALITY <br /> If Contractor receives from the City information which due to the nature of such <br /> information is reasonably understood to be confidential and/or proprietary, Contractor agrees that <br /> 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 paeans, 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 /> Contractor disclosed in a publicly available source; (e) is in rightful possession of the Contractor <br /> without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e) <br /> is independently developed by the Contractor without reference to information disclosed by the <br /> City. <br /> 12. CONFLICT OF INTEREST CLAUSE <br /> a. Consultant 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 /> b. No immediate family members of either the Mayor, City Council Member, or any <br /> appointed City Official, including appointed board and commission members, as <br /> defined under the City's Municipal Code,whose position with the City shall award or <br /> Page 4 of 8 <br />