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EXHIBIT 2
<br />8, INDEMNInCATION
<br />Subcontractor agrees to defend, and shall indemnify and hold harmless the Contractor, its
<br />officers, agents, employees, contractors, special counsel, and representatives from liability; (1)
<br />for personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including death, and claims for property damage, which may
<br />arise'from the negligent operations of the Subcontractor, its subcontractors, agents, employees,
<br />or other persons acting on its behalf which relates to the services described in section I of this
<br />HEAP Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this HEAP Agreement. This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
<br />been suffered, by reason of the events referred to in this Section or by reason of the terms of; or
<br />effects, arising from this HEAP Agreement. The Subcontractor further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the Contractor, including fees and costs for special
<br />counsel to be selected by the Contractor, regarding any action by a third party challenging the
<br />validity of this HEAP Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or properly rights arises by reason of the
<br />terms of, or effects arising from this HEAP Agreement. Contractor may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the
<br />foregoing, to the extent Subcontractor's services are subject to Civil Code Section 2782.8 the
<br />above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims
<br />that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
<br />Subcontractor,
<br />9. RECORDS
<br />Subcontractor shall keep records and invoices in connection with the work to be
<br />performed under this HEAP Agreement, Subcontractor shall maintain complete and accurate
<br />records with respect to the costs incurred under this HEAP Agreement and any services, expenditures, and disbursements charged to the Contractor for a minimum period, of three (3)
<br />years, or for any longer period required by law, from the date of final payment to Subcontractor
<br />under this HEAP Agreement, All such records and invoices shall be clearly identifiable.
<br />Subcontractor shall allow a representative of the Contractor to examine, audit d make transcripts or copies of such records and any other documents created pursuant to this HEAP , an
<br />Agreement durhig regular business hours. Subcontractor shall allow inspection of all work, data,
<br />documents, proceedings, and activities related to this HEAP Agreement for a period of three (3)
<br />Years from the date of final payment to Subcontractor under this HEAP Agreement.
<br />10. CONFIDENTIALITY
<br />If Subcontractor receives from the Contractor information which due to the nature of
<br />such information is reasonably understood to be confidential and/or proprietary, Subcontractor
<br />agrees that it shall not use or disclose such information except in the performance of this HEAP
<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. I Confidential
<br />25C-11
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