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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' letters
<br />patent, trademark, or copyright infringement, including costs, contained in the work product or
<br />documents provided by Contractor to the City pursuant to this Agreement.
<br />8. RECORDS
<br />Contractor shall keep records and invoices in connection with the work to be performed under
<br />this Agreement. Contractor shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City
<br />for a minimum period of three (3) years, or for any longer period required by law, from the date of
<br />final payment to Contractor under this Agreement. All such records and invoices shall be clearly
<br />identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts
<br />or copies of such records and any other documents created pursuant to this Agreement during regular
<br />business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and
<br />activities related to this Agreement for a period of three (3) years from the date of final payment to
<br />Contractor under this Agreement.
<br />9. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use
<br />or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in no
<br />event less than reasonable care, "Confidential Information" shall include all nonpublic information.
<br />Confidential information includes not only written information, but also information transferred orally,
<br />visually, electronically, or by other means. Confidential information disclosed to either party by any
<br />subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of
<br />non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly
<br />available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c)
<br />is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be
<br />disclosed by operation of law; or (e) is independently developed by the Contractor without reference
<br />to information disclosed by the City.
<br />10. CONFLICT OF INTEREST CLAUSE
<br />Contractor represents and warrants that it has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />11. NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment
<br />related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
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