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Contractor shall defend and indemnify the City,its officers, agents,representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark,or copyright infringement,including costs,contaitied in the work product or documents provided by Contractor to the City pursuant to this Agreement„ 10 RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement, Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three(3)years,or for any longer period required by law,from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a reprosontative of the City to exatntoe,audit,and make transcripts or copies of such records and any other documents created pursuant to this Agreement duffing regular business hours, Contractor shall allow inspection of all work,data,documents,proceedings,and activities related to this Agreement for a period of'throo (3)years from the elate of final payment to Contractor under this Agreement. 11. COW41)lGNTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential mid/or proprietary,Contractor agrees that it shall not use or disclose such-information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance,but in no event less than reasonable carp. "Confidential Information"shall inolude all nonpublic information. Confidential information includes not only written information,but also information transferred orally, visually, electronically, or by other means, Confidential, Information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations aftron-title and nondisclosure shall not apply to ally information that(a)has been disclosed in publicly available sources;(b)is,through no fault of the Contractor disclosed in a publicly available source;(e)is in rightful possession of the Contractor without-an obligation of cont'idetrtia.lity, (d)is xequired to be disclosed by operation of law;or(e) is itdopendently developed by the Contractor without referenoc to Wbrmation disclosed by the City. 12, CONFLICT OF INTIt'rRVI S3`CLATJST a. Contractor covenants that it prosentlyhas no interests and shall not have interests,direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commiselon members, as defined under the City's Municipal Code,whose position with the City shall award or influence tho award of this Agreement, or any competing contract or amendment thereof,shall by employed in any capacity by the Contractor or have any other direct Pago 6 of 10