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Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, <br />recklessness, or willful misconduct of the Contractor. <br />9. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Consultant 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 <br />States' letters patent, trademark, or copyright infringement, including costs, contained in <br />the work product or documents provided by Consultant to the City pursuant to this <br />Agreement. <br />10. RECORDS <br />Consultant shall keep records and invoices in connection with the work to be performed <br />under this Agreement. Consultant shall maintain complete and accurate records with <br />respect to the costs incurred under this Agreement and any services, expenditures, and <br />disbursements charged to the City for a minimum period of three (3) years, or for any <br />longer period required by law, from the date of final payment to Consultant under this <br />Agreement. All such records and invoices shall be clearly identifiable. Consultant shall <br />allow a representative of the City to examine, audit, and make transcripts or copies of such <br />records and any other documents created pursuant to this Agreement during regular <br />business hours. Consultant shall allow inspection of all work, data, documents, <br />proceedings, and activities related to this Agreement for a period of three (3) years from <br />the date of final payment to Consultant under this Agreement. <br />11. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br />information of like importance, but in no event less than reasonable care. "Confidential <br />Information" shall include all nonpublic information. Confidential information includes <br />not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by <br />any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing <br />obligations of non-use and nondisclosure shall not apply to any information that (a) has <br />been disclosed in publicly available sources; (b) is, through no fault of the Consultant <br />disclosed in a publicly available source; (c) is in rightful possession of the Consultant <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; <br />or (e) is independently developed by the Consultant without reference to information <br />disclosed by the City. <br />12. CONFLICT OF INTEREST CLAUSE <br />Page 6 of 10 <br />City of Santa Ana RFP 23-182 <br />Page A2 - 6 <br />