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from this P2E Agreement. Contractor may make all reasonable decisions with respect to its <br />representation in any legal proceeding. Notwithstanding the foregoing, to the extent <br />Subcontractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be <br />limited, to the extent required by Civil Code Section 2782,8, to claims that arise out of, pertain to, <br />or relate to the negligence, recklessness, or willful misconduct of the Subcontractor. <br />9. RECORDS <br />Subcontractor shall keep records and invoices in connection with the work to be perforn..:d <br />under this P2E Agreement. Subcontractor shall maintain complete and accurate records with <br />respect to the costs incurred under this P2E Agreement and any services, expenditures, and <br />disbursements charged to the Contractor for a minimum period of three (3) years, or for any longer <br />period required by law, from the date of final payment to Subcontractor underthis P2E Agreement. <br />All such records and invoices shall be clearly identifiable. Subcontractor shall allow a <br />representative of the Contractor to examine, audit, and make transcripts or copies of such records <br />and any other documents created pursuant to this P2E Agreement during regular business hours. <br />Subcontractor shall allow inspection of all work, data, documents, proceedings, and activities <br />related to this P2E Agreement for a period of three (3) years from the date of final payment to <br />Subcontractor under this P2E Agreement. <br />10. CONFIDENTIALITY <br />If Subcontractor receives from the Contractor information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees <br />that it shall not use or disclose such information except in the performance of this P2E Agreement. <br />and further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. "Confidential Information" shall include all <br />nonpublic information. Confidential information includes not only written information, but also <br />information transferred orally, visually, electrouically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is covered <br />by this P2E Agreement. The foregoing obligations of non-use and nondisclosure shall not apply <br />to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault <br />of the Subcontractor disclosed in a publicly available source; (c) is in rightful possession of the <br />Subcontractor without an obligation of confidentiality; (d) is required to be disclosed by operation <br />of law; or (e) is independently developed by the Subcontractor without reference to information <br />disclosed by the Contractor. <br />11, CONFLICT OF INTEREST CLAUSE <br />Subcontractor covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under this <br />P2E Agreement. <br />12. NON-DISCRIMINATION <br />Subcontractor 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 b\ <br />