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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 indenuaity 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 performed
<br />under this P2E Agreement. Subcontractor shall maintain complete and accurate records with
<br />respect to the costs inourred under this P2E Agreement and any services, expenditures, and
<br />disbursements charged to file 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 under this 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 daring 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 />M CONi+IDENl'IALITY
<br />If Subcontractor receives frons the Contractor information which clue 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 fai the performance of this M Agreement,
<br />and further agrees to exercise die same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care. "Confidential Infortuation" shall include all
<br />nonpublic information, Confidential information includes not only written information, but also
<br />information transferred orally, visually, electronically, or by other means, Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other party is coverecl
<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 Sault
<br />of the Subcontractor disclosed in a publicly available scarce; (a) 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. CONI'LICT Or, INTEREST CLAUSE
<br />Subcontractor covenants that it presently bas no interests and shall not have interosts, 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, us defined and prohibited by
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