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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 Contractor to the City pursuant to this Agreement.
<br /> 10. RECORDS
<br /> Contractor shall keep records and invoices in connection with the work to be performed under this
<br /> Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred
<br /> under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br /> minimum period of three(3)years,or far any longer period required bylaw,from the date of final payment
<br /> to Contractor under this Agreement, All such records and invoices shall be clearly identifiable. Contractor
<br /> shall allow a representative of the City to examine, audit,and make transcripts or copies of such records
<br /> and any other documents created pursuant to this Agreement during regular business hours. Contractor
<br /> shall allow inspection of all work,data,documents,proceedings, and activities related to this Agreement
<br /> for a period of three(3)years from the date of final payment to Contractor under this Agreement.
<br /> 11. CONFIDENTIALITY
<br /> If Contractor receives from the City information which due to the nature of such information is
<br /> reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or
<br /> disclose such information except in the performance of this Agreement,and further agrees to exercise the
<br /> same degree of care it uses to protect its own information of like importance, but in no event less than
<br /> reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br /> information includes not only written information, but also information transferred orally, visually,
<br /> electronically, or by other means. Confidential information disclosed to either party by any subsidiary
<br /> and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and
<br /> nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources;
<br /> (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful
<br /> possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by
<br /> operation of law; or (a) is independently developed by the Contractor without reference to information
<br /> disclosed by the City.
<br /> 12. CONFLICT OF INTEREST CLAUSE
<br /> Contractor covenants that it presently has no interests and shall not have interests,direct or indirect;
<br /> which would conflict in any manner with performance of services specified under this Agreement.
<br /> 13, NON-DISCRIMINATION
<br /> Contractor shall not discriminate because of race,color,creed,religion,sex,marital status,sexual
<br /> orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
<br /> military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by
<br /> applicable law,in the recruitment,selection,teaching,training,utilization,promotion,termination or other
<br /> employment related activities or any services provided under this Agreement. Contractor affirms that it
<br /> is an equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br /> regulations.
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<br /> City Council
<br /> 22– 9
<br /> 5/3/2022
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