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8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless. the City, its officers, agents, representatives; and employees against any andall 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 Consultant to the City pursuant to this Agreement. 9. RECORDS . Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant 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 Consultant under this Agreement. All such records and invoices shall be clearly identifiable:' °Consultant shall allow'a representative of the City to examine, audit,. and make %`transcripts. or copies of such records and any other documents created I ursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work; data, documents, proceedings, and activities related to this Agreement fora period of three (3) years from the date of final payment to Consultant under this; Agreement, 10. CONFIDENTIALITY If Consultant receives from the City: information which 'due to the nature of such . information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the .performance of this Agreement, and farther agrees to exercise the; same degree of camit 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.' Confadeiitial information disclosed to either party by any subsidiaryand/or agent of the other partyis covered. by this Agreement.' The foregoing obligations of non-use and nondisclosure shall notapply to any information that.(a) has been disclosed in publicly available sources; (b).is, through no fault.of the Consultantdisclosed ina publicly available source; .(c)'is in rightful possession of the Consultant . without an obligation of confidentiality; (d) is required to be disclosed) by operation of law; or (e)' is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE „ Consultant covenants that it presently has no interest and shall -not interests, direct or indirect,whch:would conflict in: any. manner with performance of services specified under this Agreement. 12. NOTICE Any notice tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed. to be properly given if delivered in person or inailed by first class or certified.mail, postage prepaid, or sent by fax of other telegraphic communication in the manner provided in this Section, to the following persons: Page 6 of 11.