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indemnification obligations in this socti oil shall "'ury I ve, expiration of thts A grecinent, Notw I thstand I ng the
<br />0
<br />f0FCg0i11_V-7 to thQ eXtClIt COnSUItant's Scrvices are sub , ject to Civil Cade Section 2782.8, thi.-,, above
<br />indemnity shall be limited, to the extont rQqL6red by Civil Cole Section 278.18, to claims that arise out of,
<br />pertain to, or rebate to the negligence, ro::1dessnQSS, or willful rnimndUt Of d1C CQ11-9Ult2r1t
<br />INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shill defend, indemnify, and hold harinles,'i City, its officers, agents, representativez,
<br />and em
<br />ployees against any ind gill liability or losses, including costs and attorney's fees, for infringement
<br />of any United Staters' letters patent, tradtn-iark, or copyright, gilegecl or contained in t1w work product or
<br />doournents provided or used by Consultant under this Agreemcnt,
<br />10. RECORDS
<br />Consultant shall keep records and invoices in connoction with the work to be performed Linder tl- rs
<br />Agrternerit, Consultant shall maintain complete and accurate records with respect to the costs incurred
<br />under this Agreement and any services, expenditures, aired disbursements chair ed to the, City for a
<br />minimurn period ofthree (3) years, sir for any longer period required ley law, from the date: of final payment
<br />to Consultant under this Agreement. All such records and invoices shall be clearly identifiable,
<br />C011SUItant 811a111 allow a representative of the City to examine, audit, and make transcripts or copies of
<br />such records and any other documents created pursucuit to this Agreement daring regular business hours.
<br />Consuttant shallallow inspection of all work, data, documents, proceedings, and "activities related to this
<br />Agreemeat t7or a period of dirte (3) years frown the date of fin -al paYinent to Consultunt cinder- this
<br />Agreement,
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<br />11. CONFIDE NTIA-L IITY
<br />If Consultant receives from the City information which due to thO MLtUr' Of Such information is
<br />reasonably understood to be confidential anchor proprietary, Consultant agrees that it shall not use or
<br />disclose such information except in the ptrformancc of this AgrtrQrnerit, and further agrecs to exercise the
<br />Same degmo of cart", it use's to protect its own inforTnation of like irnportance, but in no event less trail
<br />reasonable care, "Confidential Tnfbiination" shall include all nonpublic information, Confidential
<br />irif'ormation include., not only written infoiniation, but also information transfm-red orally, visuaity,
<br />electronically, or by other means, Colafidential information disclosed to either party by any subsidiary
<br />and/or agent of the other party is covered by this Agrecinent. The fbmgoirig obligations of noir-USCand
<br />riondisclosurc shall riot apply to any iaformation that (,-z) has been disclosed in publicly available sources;
<br />(b) is, through no fault of the. Consultant disclosed in a publicly available source; (c) is in rightful
<br />Possession Of ffic Consultant art obligation ol:'confidenfiality; (d) is required to be disclosed by operation
<br />oflaw; or (0) is independently developed by the Cousultant without reference to infori-nation disclosed by
<br />the City. I
<br />12. CONFLICT OF ri-ITERES T CLAUSE
<br />Consultant covQnzint3 trait it presently has no interests and shall not have interest--,, direct or
<br />indirect, Which would conRict in any manner with the Perforl-nance of services spccified urider this
<br />Agreement.
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