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<br />Page 6 of 11 <br />shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, <br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. <br /> <br />8. INTELLECTUAL PROPERTY INDEMNIFICATION <br /> <br />Consultant 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 Consultant to the City pursuant to this Agreement. <br /> <br />9. RECORDS <br /> <br />Consultant shall keep fee and expense information and work product documentation <br />(“Records”) and invoices in connection with the work to be performed under this Agreement. <br />Consultant 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 <br />minimum period of three (3) years, or for any longer period required by law, from the date of final <br />payment to Consultant under this Agreement. All such Records and invoices shall be clearly <br />identifiable. Upon reasonable advance notice, Consultant shall allow the City to examine, audit, <br />and make transcripts or copies of such Records pursuant to this Agreement during regular business <br />hours. Consultant shall allow inspection of all Records related to this Agreement for a period of <br />three (3) years from the date of final payment to Consultant under this Agreement. <br />Notwithstanding the foregoing or anything in this Agreement, nothing in this section or any audit <br />or inspections hereunder, shall violate or cause Consultant to violate any of Consultant’s <br />professional standards, privacy, confidentiality or legal obligations. <br /> <br />10. CONFIDENTIALITY <br /> <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />further 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 <br />nonpublic information. Confidential information includes not only written information, but also <br />information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is covered <br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any <br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the <br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law, legal <br />action or order of accounting oversight body; or (e) is independently developed by the Consultant <br />without reference to information disclosed by the City. <br /> <br />11. CONFLICT OF INTEREST CLAUSE <br /> <br />Consultant covenants that it presently has no interests and shall not have interests, direct