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of the Contractor, its subcontractors, agents, employees, or other persons acting on its behaIfwhich refutes
<br />to the services described in section I of this Agreement; and (2) from any claim that personal injury,
<br />damages, just compensation, restitution, ,judicial or equitable relief is due by reason of the terms of or
<br />effects arising from this Agreement This indemnity and hold harmless agreement applies to all claims for
<br />damages, just compensation, restitution, judicial or equitable relief" suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising
<br />from this Agreement. The Contractor further agrees to indemnity, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of this Agreement; or asserting that personal injury,
<br />damagesy just compensation, rest itution,judicial or equitable relief due to personal or property rights arises
<br />by reason of the terms or, or effects arising lfom this Agreement. City may make all reasonable decisions
<br />with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to
<br />the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the
<br />negligence, recklessness, or willful misconduct of the Contractor.
<br />8. INTELLECTUAL, PROPERTY INDEMNIFICATION
<br />Contractor shall defend and indemnify the City, its officers, agents, representatives, and employces
<br />against any and all liability, including costs, for infringement of any United States' letters patent,
<br />trademark, or copyright infringement, including costs, contained in the work product or documents
<br />provided by Contractor to the City pursuant to this Agreement.
<br />9. RECORDS
<br />Contractor shall keep records and invoices in connection with the work to be performed under this
<br />Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred
<br />under this Agreement and any services, expenditures, and disbursements charged to the City for a
<br />minimum period of three (3) years, or for any longer period required by law, from the date of linal payment
<br />to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor
<br />shall allow a representative of the City to examine, audit, and make transcripts or copies of such, records
<br />and any other documents created pursuant to this Agreement during regular business hours. Contractor
<br />shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement
<br />fora period of three (3) years from the date of final payment to Contractor tender this Agreement,
<br />10. CONI+IDEWIALITY
<br />If Contractor receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or
<br />disclose such information except in the performance ol'this Agreement, and further agrees to exercise [lie
<br />same degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information, Confidential
<br />information includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary
<br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non=usc and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources;
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