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2782.8, to claims that arise of pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, 91 INTL'LLECTCIALPROPERTY INDE'MNII+IC'A7ION Consultant shall: defend, indonrnifyy and Bold harmless the City,, its officers, agents, representatives, and employees against ally and all liability, including costs, and attorney's fees, .for hrfi'ingemont of any United Stites' letters patent, trademark, or copyright contained hr tilt work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Cowultaiit shall keel records and invoices in connection with the.work to be performed under this Agreement: Consultant shall :maintain complete and accurate records with respect to the costs incurred under this. Agreen ent and any services, expenditures; and disbursements charged to the City for a Mininrurn perlo.d Of three (3) years, or fax any larrger period recluhtd by law, from the date of final payment to Consultant under this Agmernont. All quoit records and involoes shall be olearly Identifiable, Consultant shall allow a repro errts'tive of the City to examine, audit,:and make transcripts or copios of such, records and any'af er documents created pursuant to this Agreement during regular business hours, Consultant shall allow inspection of all work, data, docurnents,.proceedings, and activities related to dais Agreernent for a peiicd ofthree (3) years from the date of final payment to Consultant Linder this Agreomcnt. IL CONFIDENTIALITY If Consultant receives from the City information which due to the rrat<ue of such informatiotr is.roasonably understood to be ooniid.ential andfotipr pnotary, Consultant agrees that it shall not use or disolose.such tnforsnation except in thc..'Perrormanoe of this Agreement, and further agrees to exercise the wait degree of cure it uses to protect its Owniraforinzrtion of like. importance, but in no event less than reasonablc.care. "Confiiierrtiril Tnfnnnatirtta"shall :include all. nonpublic itiforniation, Confidential lnformationjixoludes not only written intortnntion but also information transferred orally, visually, electronically, or by other means, Confidential information disclosed to either' party by any subsidiary andlor agent of the other party is covered by this Agreoment, 'i he fogtgoriig obligations of nop-rise oral norirliscicsure shalt riot apply to arty information that (a) has been disclosed In. publicly available souroes; (b) is; through no fault of the Consultant disclosed in a publicly ayailalxle source; (c) is in rightM possession of the Consultant without an.obligation of confidentiality; (d) is required to be cIisolosed by operation of law; or (t) is: independently developed by the Consultant Vvitlroul rel'trtnve to information disclosed by the .City 12. C.`(7tbiifil,ICT OF INTEREST CLAUSE Consultant covenants that it :presently has no interest nrtd shall not have interests, direot or indirooi; which.would conflict in any rnairner with perlormatice of services, #12067v2 gage G urt0