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9. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Contractor shall defend and 'indemnify the City, its officers, agents, representatives, and <br />employees against any and all liability, including costs, for infringement of. any United States' <br />letters patent, trademark, or copyright infringement, including costs, contained in the work product <br />or documents 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 <br />under this Agreement. Contractor shall maintain complete and accurate records with respect to <br />the costs incurred under this Agreement and any services, expenditures, and disbursements <br />charged to the City for a minimum period of three (3) years, or for any longer period required by <br />law, from the date of final payment to Contractor under this Agreement. All such records And <br />invoices shall be clearly identifiable, Contractor shall allow a representative of the City to <br />examine, audit, and make transcripts or copies of such records and any other documents created <br />pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all <br />work, data, documents, proceedings, and activities related to this Agreement for a period of three <br />(3) years from the date of final payment to Contractor under this Agreement. <br />11. CONFIDENTIALITY <br />If one party ("Recipient") receives from the other patty ("Discloser") information which <br />due to the nature of such information is reasonably understood to be confidential and/or <br />proprietary, Recipient agrees that it shall not use or disclose such information except in the <br />performance of this Agreement, and further agrees to exercise the same degree of care it uses to <br />protect its own information of like importance, but in no event less than reasonable care, provided <br />however that Recipient may disclose such information to those of its (and, where applicable, its <br />affiliates') directors, officers, employees, accountants, attorneys, financial advisors, and financing <br />parties (collectively, "Representatives") who have a need to know such information or as required <br />by federal and state public disclosure laws. "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 City or Contractor <br />disclosed in a publicly available source; (c) is in rightful possession of the City or Contractor <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) <br />is independently developed by the Contractor without reference to information disclosed by the <br />City. City acknowledges and agmes that some or all of the Confidential Information may be <br />material and/or price sensitive information relating to the securities of Contractor's parent <br />company OPAL Fuels Inc. Accordingly, provisions of applicable securities laws may restrict or <br />prohibit transacting in securities of OPAL Fuels Inc. while City is in possession of the Confidential <br />Information. City agrees that it will (and will inform its Representatives of its obligations to) <br />comply at all times with applicable securities laws and stock exchange regulations, particularly <br />those relating to insider trading and market abuse. <br />Page 6 of 10 <br />