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agents, employees, contractors, special counsel, and representatives from liability: (1) for personal <br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including death, and claims for property damage, which may arise from the <br />negligent operations of the Contractor or its Contractors, subcontractors, agents, employees, or <br />other persons acting on their behalf which relates to the services described in section 1 of this <br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, <br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. <br />This indemnity and hold harmless agreement applies to all claims for damages, just compensation, <br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the <br />events referred to in this Section or by reason of the terms of, or effects, arising from this <br />Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the <br />defense of the City, including fees and costs for special counsel to be selected by the City, <br />regarding any action by a third party challenging the validity of this Agreement, or asserting that <br />personal injury, damages,just compensation, restitution,judicial or equitable relief due to personal <br />or property rights arises by reason of the terms of, or effects arising from this Agreement. City <br />may make all reasonable decisions with respect to its representation in any legal proceeding. <br />Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code <br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section <br />2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful <br />misconduct of the Contractor. <br />8. 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 />9. 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 />10. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />Page 5 of 9 <br />