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claims for personal injury,including death,and claims for property damage,which may arise from
<br /> the negligent operations of the Subcontractor, its subcontractors, agents, employees, or other
<br /> persons acting on its behalf which relates to the services described in section 1 of this Agreement;
<br /> and (2) from any claim that personal. injury, damages,just compensation, restitution,judicial or
<br /> equitable relief is due by reason of the terms of or effects arising from this Agreement. This
<br /> indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br /> restitution,judicial or equitable relief suffered, or alleged to have been suffered,by reason of the
<br /> events referred to in this Section or by reason of the terms of, or effects, arising from this
<br /> Agreement. The Subcontractor further agrees to indemnify, hold harmless, and pay all costs for
<br /> the defense of the City, including fees and costs for special counsel to be selected by the City,
<br /> regarding any action by a third party challenging the validity of this Agreement, or asserting that
<br /> personal injury,damages,just compensation,restitution,judicial or equitable relief due to personal
<br /> or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br /> may make all reasonable decisions with respect to its representation in any legal proceeding.
<br /> Notwithstanding the foregoing, to the extent Subcontractor's services are subject to Civil Code
<br /> Section 2782.8,the above indemnity shall be limited,to the extent required by Civil Code Section
<br /> 2782.8, to claims that arise out of,pertain to, or relate to the negligence, recklessness, or willful
<br /> misconduct of the Subcontractor.
<br /> S. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Subcontractor 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 Subcontractor to the City pursuant to this Agreement.
<br /> 9. RECORDS
<br /> Subcontractor shall keep records and invoices in connection with the work to be performed
<br /> under this Agreement. Subcontractor shall maintain complete and accurate records with respect
<br /> to 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 Subcontractor under this Agreement. All such records and
<br /> invoices shall be clearly identifiable. Subcontractor 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. Subcontractor 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 Subcontractor under this Agreement.
<br /> 10. CONFI.DENTIAUTY
<br /> If Subcontractor receives from the City information which due to the nature of such
<br /> information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees
<br /> that it shall not use or disclose such information except in the performance of this Agreement,and
<br /> fLuthor agrees to exercise the same degree of care it uses to protect its own information of like
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