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of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which
<br />relates to the services described in section I of this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief
<br />suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason
<br />of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be
<br />selected by the City, regarding any action by a third parry challenging the validity of this Agreement, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the negligent acts or omissions of Contractor. City may
<br />make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding
<br />the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above
<br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives,
<br />and employees against any and all liability, including costs, and attorney's fees, for infringement of any
<br />United States' letters patent, trademark, or copyright contained in the work product or documents provided
<br />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 under
<br />this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period
<br />of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under
<br />this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a
<br />representative of the City to examine, audit, and make transcripts or copies of such records and any other
<br />documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection
<br />of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3)
<br />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
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