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7. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />CONSULTANT shall defend and indemnify the CITY, its officers, agents,
<br />representatives, and employees against any all liability, including costs, for infringement of any
<br />United States' letters patent, trademark, or copyright infringement, including costs, contained in
<br />the work product or documents provided by CONSULTANT to the CITY pursuant to this
<br />Agreement.
<br />8. RECORDS
<br />CONSULTANT shall defend and indemnify the CITY, 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,
<br />contained in the work product or documents provided by CONSULTANT to the CITY pursuant
<br />to this Agreement.
<br />9. CONFIDENTIALITY
<br />If CONSULTANT receives from the CITY information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, CONSULTANT
<br />agrees that it shall not use or disclose such information except in the performance of this
<br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own
<br />information of like importance, but in no event less than reasonable care. "Confidential
<br />Information" shall include all nonpublic information. Confidential information includes not only
<br />written information, but also information transferred orally, visually, electronically, or by other
<br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the
<br />other party is covered by this Agreement. The foregoing obligations of non-use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
<br />sources; (b) is, through no fault of the CONSULTANT disclosed in a publicly available source;
<br />(c) is in rightful possession of the CONSULTANT without an obligation of confidentiality; (d) is
<br />required to be disclosed by operation of law; or (e) is independently developed by the
<br />CONSULTANT without reference to information disclosed by the CITY.
<br />10. CONFLICT OF INTEREST CLAUSE
<br />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 specified
<br />under this Agreement.
<br />11. DISCRIMINATION
<br />CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities. CONSULTANT affirms that it is an equal opportunity
<br />employer and shall comply with all applicable federal, state and local laws and regulations.
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<br />#15078v4
<br />25B-10
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