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product or documents provided by Artist to the City pursuant to this Agreement. 10. RECORDS Artist shall keep records and invoices in connection with the work to be performed under this Agreement. Artist 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 Artist under this Agreement. All such records and invoices shall be clearly identifiable. Artist 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. Artist 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 Artist under this Agreement. 11. CONFIDENTIALITY If Artist receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Artist agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "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 of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Artist disclosed in a publicly available source; (c) is in rightful possession of the Artist without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Artist without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Artist covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana Page 6 of 10