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9. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Vendor shall defend, indemnify and hold harmless the City, its officers, agents, <br />representatives, and employees against any and all liability, including costs, and attorney's fees, <br />for infringement of any United States' letters patent, trademark, or copyright contained in the work <br />product or documents provided by Vendor to the City pursuant to this Agreement. <br />10. RECORDS <br />Vendor shall keep records and invoices in connection with the work to be performed <br />under this Agreement. Vendor shall maintain complete and accurate records with respect to the <br />costs hicurred under this Agreement and any services, expenditures, and disbursements charged to <br />the City for a minimum period of three (3) years, or for any longer period required by law, from <br />the date of final payment to Vendor under this Agreement. All such records and invoices shall be <br />clearly identifiable. Vendor shall allow a representative of the City to examine, audit, and make <br />transcripts or copies of such records and any other documents created pursuant to this Agreement <br />during regular business hours. Vendor shall allow inspection of all work, data, documents, <br />proceedings, and activities related to this Agreement for a period of three (3) years from the date <br />of final payment to Vendor under this Agreement, <br />11. CONFIDENTIALITY <br />If Vendor receives from the City information which due to the nature of such information <br />is reasonably understood to be confidential and/or proprietary, Vendor agrees that it shall not use <br />or disclose such information except in the performance of this Agreement, and further agrees to <br />exercise the sarne degree of care it uses to protect its own information of like importance, but in <br />no event less than reasonable care, "Confidential Information" shall include all nonpublic <br />information. Confidential information includes not only written information, but also information <br />transferred orally, visually, electronically, or by other means, Confidential information disclosed <br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement, The <br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has <br />been disclosed in publicly available sources; (b) is, through no fault of the Vendor disclosed in a <br />publicly available source; (c) is in rightful possession of the Vendor without an obligation of <br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently <br />developed by the Vendor without reference to information disclosed by the City. <br />12. CONFLICT OF INTEREST CLAUSE <br />Vendor covenants that it presently has no interest and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />13. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />Page 6 of 10 <br />