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relief is due by reason of the terms of or effects arising fionn this Agreement. This indemnity and
<br />I old harmless agreement applies to all claims for (fannnges,just connpcnsatin"' restitution, judicial
<br />cretin itable relfofsuffered, or alleged (o have been suffered, by reason oft lie events referred to in
<br />this Section or by reason of the terms or or effects, arising from this Agreement. The Contractor
<br />further agrees to indemnity, hold harmless, and pay all costs fbr the defense of the City, including
<br />fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br />challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising from [his Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing,
<br />to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity
<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 Contractor.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and till liability, including costs, for infringement of any United States'
<br />letters patent, trademark, orcopyright 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 mnintain complete and accurate records with respect to
<br />the costs incurred under this Agreement and any services, expendihucs, and disbursements
<br />charged to the City for It minimum period of three (3) years, or for any longer period required by
<br />law, from the (late 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, ant[ stake 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, tad activities related to this Agreement for a period of three
<br />(3) yeas from the (late 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 perfornnance 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" shut[ 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 ofthe 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, dnrough no IhuR of the
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