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AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Artist. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor and Artist shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor and/or Artist to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Artist under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor or Artist receive from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor and Artist agree that they shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor and/or Artist disclosed in a publicly available source; (c) is in rightful possession of the Contractor and/or Artist without an obligation of confidentiality; (d) is _required to be disclosed by_operation__of law; or (e) is independently _developed b_y the Contractor and/or Artist without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor and Artist covenant that they presently have no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. Page 6 of 9