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is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold
<br /> harmless agreement applies to all claims for damages, just compensation, restitution,judicial or
<br /> 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 Vendor
<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 Vendor's services are subject to Civil Code Section 2782.8,the above indemnity shall
<br /> be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,pertain
<br /> to,or relate to the negligence, recklessness, or willful misconduct of the Vendor.
<br /> 8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br /> Vendor 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 Vendor to the City pursuant to this Agreement.
<br /> 9. RECORDS
<br /> Vendor shall keep records and invoices in connection with the work to be performed under
<br /> this Agreement. Vendor shall 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 minimum period of three (3) years, or for any longer period required by law, from the
<br /> date of final payment to Vendor under this Agreement. All such records and invoices shall be
<br /> clearly identifiable. Vendor shall allow a representative of the City to examine, audit, and make
<br /> transcripts or copies of such records and any other documents created pursuant to this Agreement
<br /> during regular business hours. Vendor shall allow inspection of all work, data, documents,
<br /> proceedings, and activities related to this Agreement for a period of five (5) years from the date of
<br /> final payment to Vendor under this Agreement.
<br /> 10. CONFIDENTIALITY
<br /> If Vendor receives from the City information which due to the nature of such information
<br /> is reasonably understood to be confidential and/or proprietary, Vendor 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 same degree of care it uses to protect its own information of like importance, but in
<br /> no event less than reasonable care. "Confidential Information" shall include all nonpublic
<br /> information. 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 subsidiary and/or agent of the other party is covered by this Agreement. The
<br /> foregoing obligations of non-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 Vendor, disclosed in a
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