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injury, including death, and claims for property damage, which may arise from the negligent operations
<br /> of the Contractor,its subcontractors,agents,employees,or other persons acting on its behalf which relates
<br /> to the services described in section. Z 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 terms of,or effects, arising
<br /> from this Agreement. The Contractor further agrees to indemnify,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 /> damages,just compensation,restitution,judicial or equitable relief due to personal or property rights arises
<br /> by reason of the terms of,or effects arising from 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 /> 91 INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Contractor shall defend and indemnify the City,its officers,agents,representatives,and employees
<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 /> 10. RECORDS
<br /> 'Contractor shall beep 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 final 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 /> for a period of three(3) years from the date of final payment to Contractor ender this Agreement.
<br /> It. CONFIDE,NTIALITY
<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 of this Agreement,and further agrec,s to exercise the
<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-use and
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