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by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br /> from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all
<br /> costs for the defense of the City, including fees and costs for special counsel to be selected by the
<br /> City, regarding any action by a third party challenging the validity of this Agreement, or
<br /> asserting that personal injury, damages,just compensation, restitution,judicial or equitable relief
<br /> due to personal or property rights arises by reason of the terms of, or effects arising from this
<br /> Agreement. City may make all reasonable decisions with respect to its representation in any
<br /> legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject
<br /> to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by
<br /> Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence,
<br /> recklessness, or willful misconduct of the Contractor.
<br /> 9. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Contractor shall defend, indemnify and hold harmless the City, its officers, agents,
<br /> representatives, and employees against any and all liability, including costs, and attorney's fees,
<br /> for infringement of any United States' letters patent, trademark, or copyright contained in the
<br /> work product or documents provided by Contractor to the City pursuant to this Agreement.
<br /> 10. 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
<br /> all work, data, documents, proceedings, and activities related to this Agreement for a period of
<br /> three(3) years from the date of final payment to Contractor under this Agreement.
<br /> 11. 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
<br /> all nonpublic information. Confidential information includes not only written information, but
<br /> also 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
<br /> any information that (a) has been disclosed in publicly available sources; (b) is, through no fault
<br /> of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the
<br /> Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
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