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<br />7 <br /> <br />by reason of the terms of, or effects arising from this CA4All Agreement. Contractor may make <br />all reasonable decisions with respect to its representation in any legal proceeding. <br />Notwithstanding the foregoing, to the extent Subcontractor’s services are subject to Civil Code <br />Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code <br />Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or <br />willful misconduct of the Subcontractor. <br />9. RECORDS <br />Subcontractor shall keep records and invoices in connection with the work to be <br />performed under this CA4All Agreement. Subcontractor shall maintain complete and accurate <br />records with respect to the costs incurred under this CA4All Agreement and any services, <br />expenditures, and disbursements charged to the Contractor for a minimum period of three (3) <br />years, or for any longer period required by law, from the date of final payment to Subcontractor <br />under this CA4All Agreement. All such records and invoices shall be clearly identifiable. <br />Subcontractor shall allow a representative of the Contractor to examine, audit, and make <br />transcripts or copies of such records and any other documents created pursuant to this CA4All <br />Agreement during regular business hours. Subcontractor shall allow inspection of all work, data, <br />documents, proceedings, and activities related to this CA4All Agreement for a period of three (3) <br />years from the date of final payment to Subcontractor under this CA4All Agreement. <br />10. CONFIDENTIALITY <br />If Subcontractor receives from the Contractor information which due to the nature of <br />such information is reasonably understood to be confidential and/or proprietary, Subcontractor <br />agrees that it shall not use or disclose such information except in the performance of this CA4All <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 not only <br />written information, but also information transferred orally, visually, electronically, or by other <br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the <br />other party is covered by this CA4All Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Subcontractor disclosed in a publicly available source; (c) <br />is in rightful possession of the Subcontractor without an obligation of confidentiality; (d) is <br />required to be disclosed by operation of law; or (e) is independently developed by the <br />Subcontractor without reference to information disclosed by the Contractor. <br />11. CONFLICT OF INTEREST CLAUSE <br />Subcontractor covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services specified <br />under this CA4All Agreement. <br /> <br /> <br />EXHIBIT 1