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compensation, restitution,judicial or equitable relief due to personal or property rights arises by <br /> reason of the terms of, or effects arising from this Agreement. City may make all reasonable <br /> decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, <br /> to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity <br /> shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, <br /> pertain to, or relate to the negligence,recklessness, or willful misconduct of the Consultant. <br /> 8. 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 States' <br /> letters patent, trademark,or copyright infringement,including costs, contained in the work product <br /> or documents provided by Consultant to the City pursuant to this Agreement. <br /> 9. 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 respect to <br /> the costs incurred under this Agreement and any services, expenditures, and disbursements <br /> charged to the City for a minimum period of three (3) years, or for any longer period required by <br /> law, from the date of final payment to Consultant under this Agreement. All such records and <br /> invoices shall be clearly identifiable. Consultant shall allow a representative of the City to <br /> examine, audit, and make transcripts or copies of such records and any other documents created <br /> pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all <br /> work, data, documents,proceedings, and activities related to this Agreement for a period of three <br /> (3) years from the date of final payment to Consultant under this Agreement. <br /> 10. 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 agrees that <br /> it shall not use or disclose such information except in the performance of this Agreement, and <br /> further agrees to exercise the same degree of care it uses to protect its own information of like <br /> importance,but in no event less than reasonable care. "Confidential Information"shall include all <br /> nonpublic information. Confidential information includes not only written information, but also <br /> information transferred orally, visually, electronically, or by other means. Confidential <br /> information disclosed to either party by any subsidiary and/or agent of the other party is covered <br /> by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any <br /> information that(a)has been disclosed in publicly available sources; (b) is, through no fault of the <br /> Consultant 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; or(e) <br /> is independently developed by the Consultant without reference to information disclosed by the <br /> City. <br /> Page 5 of 9 <br />