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AGREEMENT FOR PERFORMER WITH A MANAGER OR AGENT <br />agents, representatives, and employees against any and all liability, including costs, and attorney's <br />fees, for infringement of any United States' letters patent, trademark, or copyright contained in the <br />work product or documents provided by Contractor and/or Artist to the City pursuant to this <br />Agreement. <br />10. RECORDS <br />Contractor shall keep records and invoices in connection with the work to be <br />performed under this Agreement. Contractor shall maintain complete and accurate records with <br />respect to the costs incurred under this Agreement and any services, expenditures, and <br />disbursements charged to the City for a minimum period of three (3) years, or for any longer period <br />required by law, from the date of final payment to Artist under this Agreement. All such records <br />and invoices shall be clearly identifiable. Contractor 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. Contractor 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 Contractor under this Agreement. <br />11. CONFIDENTIALITY <br />If Contractor or Artist receive from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Contractor and Artist <br />agree that they shall not use or disclose such information except in the performance of this <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 Agreement. The foregoing obligations of non-use and nondisclosure <br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no fault of the Contractor and/or Artist disclosed in a publicly available source; (c) is in <br />rightful possession of the Contractor and/or Artist without an obligation of confidentiality; (d) is <br />required to be disclosed by operation of law; or (e) is independently developed by the Contractor <br />and/or Artist without reference to information disclosed by the City. <br />12. CONFLICT OF INTEREST CLAUSE <br />Contractor and Artist covenant that they presently have no interest and shall not have <br />interests, direct or indirect, which would conflict in any manner with performance of services <br />specified under this Agreement. <br />13. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in <br />Page 6 of 9 <br />