UNIVERSITY OF CALIFORNIA, IRVINE SCHOOL OF MEDICINE, DEPARTMENT OF PEDIATRICS (UCI) (REGENTS OF THE UNIVERSITY OF CALIFORNIA, THE)

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DocuSign Envelope ID:87996FC4-EA98-490E-AC2E-B749058239E1 apportionment of liability to pay such judgement shall be made by a Court of competent jurisdiction. 8. RECORDS UCI shall keep records and invoices in connection with the work to be performed under this Agreement. UCI shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to UCI under this Agreement. All such records and invoices shall be clearly identifiable. Upon at least three (3) business days advance notice, UCI shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. City shall reimburse UCI for copies at the rate of twenty-five cents ($0.25) per page plus reasonable administrative costs. UCI shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three(3) years from the date of final payment to UCI under this Agreement. 9. CONFIDENTIALITY If UCI receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, UCI agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise 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 all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party 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; (b) is, through no fault of the UCI disclosed in a publicly available source; (c) is in rightful possession of the UCI without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the UCI without reference to information disclosed by the City.Notwithstanding the foregoing,City understands and agrees that UCI is a public institution, subject to the provisions of the California Public Records Act, and Confidential Information may be subject to disclosure thereunder. In the event UCI receives a request to produce this Agreement, or identify any term, condition, or aspect of this Agreement, UCI will contact City to advise of such release of information in accordance with applicable law. 10. CONFLICT OF INTEREST CLAUSE UCI represents that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. DISCRIMINATION UCI shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by 6 UCI Peds Dept—ASAPD-Evidence Collection Services Agmnt for Child Abuse Victims—Eft'.07-01-2024