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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 CA4A11 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 CA4A11 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 CA4Al1 Agreement for a period of three (3) <br /> years from the date of final payment to Subcontractor under this CA4Al1 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 CA4Al1 <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 CA4Al1 Agreement. <br /> 7 <br />