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to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, <br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or <br />effects arising from this 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 been <br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising <br />from this Agreement. The Provider further agrees to indemnify, hold harmless, and pay all costs for the <br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any <br />action by a third party challenging the validity of this Agreement, or asserting that personal injury, <br />damages,just compensation, restitution, judicial or equitable relief due to personal or property rights arises <br />by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions <br />with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent <br />Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to <br />the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the <br />negligence, recklessness, or willful misconduct of the Contractor. <br />8. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Provider shall defend and indemnify the City, its officers, agents, representatives, and employees <br />against any and all liability, including costs, for infringement of any United States' letters patent, <br />trademark, or copyright infringement, including costs, contained in the work product or documents <br />provided by Provider to the City pursuant to this Agreement. <br />9. RECORDS <br />Provider shall keep records and invoices in connection with the work to be performed under this <br />Agreement. Provider shall maintain complete and accurate records with respect to the costs incurred under <br />this Agreement and any services, expenditures, and disbursements charged to the City for a minimum <br />period of three (3) years, or for any longer period required by law, from the date of final payment to <br />Provider under this Agreement. All such records and invoices shall be clearly identifiable. Provider shall <br />allow a representative of the City to examine, audit, and make transcripts or copies of such records and <br />any other documents created pursuant to this Agreement during regular business hours. Provider shall <br />allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a <br />period of three (3) years from the date of final payment to Provider under this Agreement. <br />10. CONFIDENTIALITY <br />If Provider receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Provider agrees that it shall not use or disclose <br />such information except in the performance of this Agreement, and further agrees to exercise the same <br />degree of care it uses to protect its own information of like importance, but in no event less than reasonable <br />care. "Confidential Information" shall include all nonpublic information. Confidential information <br />includes not only written information, but also information transferred orally, visually, electronically, or <br />by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the <br />other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall <br />not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no <br />