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embodied .in plans, specifications, studies, drawings, estimates, and other documents or works of <br /> authorship fixed in any tangible tnediuni of expression, including but not limited to, physical <br /> drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or <br /> caused to be prepared by OCFA under this Agreement("Documents&. Data."). OCFA shall require <br /> all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for <br /> any DoWnienls & Data the subcontractor prepares under this Agreement. OCFA represents and <br /> warrants that OCFA has the legal right to license any and till Documents & .Data. OCFA makes <br /> no such representation and warranty in regard to Documents & Data which were provided'to <br /> OCFA by the City. City shall not be limited in any way in its use of the Documents and Data at <br /> any time, provided. that any such use not within the purposes intended by this Agreement shall be <br /> at City's sole risk <br /> . INSURANCE <br /> lnsuranec require-ments attached hereto as E-xhibit B. <br /> 7. RECORDS <br /> OCFA.shall keep records and invoices in.connection with the work to be performed tinder <br /> this Agreement. OCFA shell maintain complete and accurate records with respect to the costs <br /> incurred under this Agreement and any services, expenditures, and disbursements charged to the <br /> City for a minimuni period. oCthree (3) years, or for any longer period required by law, from the <br /> date of final payment to OCFA under this Agreement, All such records and invoices shall be <br /> clearly identif able. OCFA shall allow a representative of the City to ex.4imine, audit, and in ake <br /> transcripts or copies of such records and any other documents created pursuant to this Agreement <br /> during regular business hours. OCFA shall allow inspection of all work, data, documents, <br /> proceedings, and activities related to this Agreement for a period of three (3) years from the date <br /> cif final payment to OCFA under this Agreement. <br /> 8. CONFIDENTIMA'I Y <br /> If OCFA receives from the City information which clue to the nature of such information <br /> is reasonably understood to be confidential and/car proprietary, OCFA agrees that it shall not use <br /> or disclose such information except in the performance of this Agreement, and further agrees to <br /> exercise the saint; degree of care it uses to protect its own infornnation of like importance, but in <br /> no event less than reasonable care. "C on hdent al l�nCcjmi ation" shall include all nonpublic: <br /> infoornnation. Confidential information includes not only written information, but also information <br /> transferred orally, visually, electronically, or by other means. Confidential information disclosed <br /> to either party by any stibsidiary and/or agent of the other party is covered by this Agreement, The <br /> foregoing obligations of neon-use and nondisclosure shall not apply to any information that(a).has <br /> been disclosed in publicly available sources; (b) is, through no fault of the OCFA disclosed in a <br /> publicly available source; (c) is in riglitful possession of the OCFA without an obligation of <br /> confidentiality; (d) is required to be disclosed by operation of law; or (c) is independently <br /> developed by the OCFA without reference to information disclosed by the City. <br /> Page� 0l'7 <br /> �#2[19831 2u,2 <br />