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negligence of the City. Il, INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its i employees against any and all liability, Including suits, for letters patent, trademarlr, or copyright infringement, include product or documents provided by Consultant to the CltyP INEGME9M Consultant shall keep ra under this Agreement. Consults the costa incurred under this Agi charged to the City for a rrlinirr u taw, from the state of final payme invoices shall be clearly identifia examine, audit, and make tranv created pursuant to this Agreem inspection of all worts, data. dpct a period of three (3) years froro I M information disclosed to all - by this Agreement. The tor+ any information that (a) has Gm law; or (c) is independently developed by the disclosed, by the City. 11, CONFLICT OF INTEREST CLAUSE Consultantoovenants:that, it presently direct or indirect, which would conflict in any under this Agreement, 12. NOTICE its, representatives, and of any United States' itained in the work z in connection with the work. In be performed ornpdete and accurate records with respect to heII allow a ra such records publicly Iger period required by / Ail such recorde and l of Stich and/or agent of the other party,s covered Pe and nondisclosure shall not apply tie available sources; (b) is, through no-fault (c) is In rightful possession of the required to be disclosed by operation of it without reference to infrarnntion has no interests and shall not have interests, manner with performance of services specified Any notice, tender, demand, delivery; or other communication pursuant to this Agreement shalt be in writing and shall be deemed to be property given if delivered in person or mailed by first class or certi iecl mail, postage prepaid, or sent by tele€acilimile 2