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injury, damages,just compensation, restitution,judicial or equitable relief arising out of claims for
<br /> personal injury, including death, and claims for property damage, which may arise from the
<br /> negligent operations of the Performer, its subcontractors, agents, employees, or other persons
<br /> acting on its behalf which relates to the services described in section 1 of this Agreement; and(2)
<br /> from any claim that personal injury, damages,just compensation, restitution,judicial or equitable
<br /> 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 Performer
<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 Performer'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 Performer.
<br /> 8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Performer 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 Performer to the City pursuant to this Agreement.
<br /> 9. RECORDS
<br /> Performer shall keep records and invoices in connection with the work to be performed
<br /> under this Agreement. Performer shall maintain complete and accurate records with respect to the
<br /> costs incurred under this Agreement and any services, expenditures,and disbursements charged to
<br /> the City for a minimum period of three (3) years, or for any longer period required by law, from
<br /> the date of final payment to Performer under this Agreement. All such records and invoices shall
<br /> be clearly identifiable. Performer shall allow a representative of the City to examine, audit, and
<br /> make_._transcripts..or_copies_ of such-records-and_any-_other documents-created pursuant to this
<br /> Agreement during regular business hours. Performer shall allow inspection of all work, data,
<br /> documents, proceedings, and activities related to this Agreement for a period of three (3) years
<br /> from the date of final payment to Performer under this Agreement.
<br /> 10. CONFIDENTIALITY
<br /> If Performer receives from the City information which due to the nature of such
<br /> information is reasonably understood to be confidential and/or proprietary, Performer 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
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