INTERWEST CONSULTING GROUP, INC. (6)

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8. 2INTELU4 CTUAL"PROPERTYINDEMNIFICATION Consultant shall i defend, indemnify, .and hold harmless. the ; City, its. officers,. agents, representatives; .and employees against: any and all liability, including costs, and attorney's fees, for mfringeinent; of any United States' letters patent; trademark, or copyright contained in the work. ;produet: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 andaccurate records with.respect to the costs incurred under this. Agreement and any services, expenditures, and disbursements: -.char ed to'the Cit for a minitfium' eriod of tliree 3 O g y p years, or forany loneperoduiiredy law,from the date of final payment to Consultant under this Agreement. All :such records and invoices; shall be clearly identifiabler Consultant shall allow a_repro sentative of the city to: examine, audit, and make transcripts or'eopies of such records and any other documents created pursuant to this. Agreement. during regular business hours. Consultant shall allow inspection of all ur work, data; documents,.proceodings; and activities related to'this Agreement fora period of three (3). years from the date of fmal,payment.to Consultant under this Agreement. 10..: CONFIDENTIALITY If Consultant receives. front'. 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 further: agreestoexercise the same: degree of care it uses to protect its own information of like importance; but in no -event less than: reasonable care, "Confidential Information"Shall include. nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically;, or by. other means, Confdential information disclosed .to either. party, by any subsidiary and/or agent of the otherparty is covered by this Agreement... The foregoing obligations of non-use and nondisclosure shall.not apply to any information that (a) has been disclosed in publicly available sources; (h) is, through no fault of the Consultant disclosed in a 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 indeperidehtly developed by the Consultant With reference to information disclosed by the: City: 11: coNFLICT OF INTEREST CLAVSE Consultant covenants that it presently has no interest and shall not have. inter'ests'direct or indirect, which would conflict in any manner with performance of.servrces.specifed "under this Agreement. U., NOTICE Any notice, tender; demand; delivery, or other communication pursuant to this Agreement shall be. in writing and shall be deemeii to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid; -or sent by fax ox other telegraphic communication in the manner provided in this Section; to the following persons: Page 6 of 11