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acting on their behalf which relates to the services dei cribed hi! section 1 of this Agreement; and
<br />(2) from any claim that personal injury, damages, just com ensation, restitution, judicial or
<br />equitable relief is due by reason of the terms of or effects wising from this Agreement. This
<br />indemnity and hold harmless agreement applies to � 11 claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alle ed to ha a been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The Contractor further agrees to indemn fy, hold I tarmless, and pay all costs for the
<br />defense of the City, including fees and costs for sl iecial co nsel to be selected by the City,
<br />regarding any action by a third party challenging the alidity o this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitutio , judicia or equitable relief due to personal
<br />or property rights arises by reason of the terms of, oteffects a rising from this Agreement. City
<br />may make all reasonable decisions with respect to is represEntation in any legal proceeding.
<br />Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code
<br />Section 2782.8, the above indemnity shall be limited, o the extant required by Civil Code Section
<br />2782.8, to claims that arise of, pertain to, or relate'to the negligence, recklessness, or willful
<br />misconduct of the Contractor.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor represents and warrants that it has obtained the requisite licenses to show the
<br />films contemplated by this Agreement. Contractor Ether agrees to defend, indemnify and hold
<br />harmless the City, its officers, agents, representatives, and employees against any and all liability,
<br />including costs, and attorney's fees, for infringement of any United States' letters patent,
<br />trademark, or copyright contained in the work product or documents provided by Contractor to
<br />the City pursuant to this Agreement.
<br />10. RECORDS
<br />Contractor shall keep records and invoices in
<br />under this Agreement. Contractor shall maintain c(
<br />the costs incurred under this Agreement and any
<br />charged to the City for a minimum period of three (_
<br />law, from the date of final payment to Contractor i
<br />invoices shall be clearly identifiable. Contractor
<br />examine, audit, and make transcripts or copies of su
<br />pursuant to this Agreement during regular business h
<br />work, data, documents, proceedings, and activities r(
<br />(3) years from the date of final payment to Contract(
<br />11. CONFIDENTIALITY
<br />onnection with the work to be performed
<br />iplete and accurate records with respect to
<br />*rvices, expenditures, and disbursements
<br />years, or for any longer period required by
<br />Acr this Agreement. All such records and
<br />call allow a representative of the City to
<br />i records and any other documents created
<br />xrs. Contractor shall allow inspection of all
<br />tted to this Agreement for a period of three
<br />under this Agreement.
<br />If Contractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />farther 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
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