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suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by
<br />reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to
<br />indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for
<br />special counsel to be selected by the City, regarding any action by a third party challenging the validity
<br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial
<br />or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising
<br />from this Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil
<br />Code 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 misconduct
<br />of the Contractor.
<br />9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Contractor shall defend, indemnify and hold harmless the City, its officers, agents,
<br />representatives, and employees against any and all liability, including costs, and attorney's fees, for
<br />infringement of any United States' letters patent, trademark, or copyright contained in the work product
<br />or documents provided by Contractor to the City pursuant to this Agreement.
<br />10. 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 the
<br />costs incurred under this Agreement and any services, expenditures, and disbursements charged to the
<br />City for a minimum period of three (3) years, or for any longer period required by law, from the date
<br />of final payment to Contractor under this Agreement. All such records and invoices shall be clearly
<br />identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts
<br />or copies of such records and any other documents created pursuant to this Agreement during regular
<br />business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and
<br />activities related to this Agreement for a period of three (3) years from the date of final payment to
<br />Contractor under this Agreement.
<br />11. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use
<br />or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in no
<br />event less than reasonable care. "Confidential Information" shall include all nonpublic information.
<br />Confidential information includes not only written information, but also information transferred orally,
<br />visually, electronically, or by other means. Confidential information disclosed to either party by any
<br />subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of
<br />non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly
<br />available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c)
<br />is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be
<br />disclosed by operation of law; or (e) is independently developed by the Contractor without reference
<br />to information disclosed by the City.
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