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relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
<br /> hold harmless agreement applies to all claims for damages,just compensation, restitution,judicial
<br /> or equitable relief suffered, or alleged to have been suffered,by reason of the events referred to in
<br /> this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor
<br /> further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including
<br /> fees and costs for special counsel to be selected by the City, regarding any action by a third party
<br /> challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br /> 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 Contractor'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 Contractor.
<br /> 7. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Contractor 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 Contractor to the City pursuant to this Agreement.
<br /> 8. RECORDS
<br /> Contractor shall keep records and invoices in connection with the work to be performed
<br /> under this Agreement. Contractor 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 Contractor under this Agreement. All such records and
<br /> 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 /> 9. CONFIDENTIALITY
<br /> If Contractor receives from the City information which due to the nature of such
<br /> information is reasonably understood to be confidential and/or proprietary, Contractor 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
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