25D - AGMT - CONSIGNMENT - Laserfiche WebLink

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decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep 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 Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY The parties mutually agree that the receiving party shall hold in strict confidence the disclosing party's confidential information furnished herein, or reproduced or developed by the receiving party based on the disclosing party's confidential information for the greater of the following periods: (a) three (3) years from the date of receipt of the confidential information, (b) for so long as the confidential information constitutes trade secrets under applicable laws, or (c) until such time as the disclosing party provides notice that such information is no longer confidential. The receiving party agrees that it shall not use, disclose, reproduce, distribute, reverse engineer, or otherwise misappropriate disclosing party's confidential information and shall take no action that may cause, or fail to take any action to prevent causing, any confidential information to lose its character as confidential information. The receiving party's protective measures shall include the degree of care that the receiving party utilizes to protect its own trade secrets and confidential information of a similar nature, which shall be no less than reasonable care. Each party shall inform its respective authorized personnel of the confidentiality obligations under the Agreement. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations Page 5 of 10 25D-7