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<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 t his 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
<br />the Contractor, disclosed in a publicly available source; (c) is in rightful possession of the
<br />Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
<br />law; or, (e) is independently developed by the Contractor without reference to information
<br />disclosed by the City.
<br />11.CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />12.NON-DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, military and veteran status, age, national origin, ancestry, or disability, as defined and
<br />prohibited by applicable law, in the recruitment, selection, training, utilization, promo tion,
<br />termination or other employment related activities. Contractor affirms that it is an equal
<br />EXHIBIT 2
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