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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 Consultant or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement. Notwithstanding the foregoing, to the extent Consultant's services are subject to
<br />Civil Code §2782.8, the above indernnity shall be limited, to the extent required by Civil Code
<br />§2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant.
<br />8. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Consultant shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for third party claims of infringement of
<br />any United States letters patent, trademark, or copyright infringement, including costs, contained
<br />in the work product or documents provided by Consultant to the City pursuant to this Agreement.
<br />Such indemnification shall not apply where the City has (1) modified Consultant -provided work
<br />products or documents, (2) used such work products or documents in a way not intended by this
<br />Agreement, (3) combined the work products or documents with other materials not provided by
<br />Consultant, or (4) failed to reasonably notify Consultant of the claim and allowed Consultant to
<br />control the defense and settlement of such claim in Consultant's discretion.
<br />9. RECORDS
<br />Consultant shall keep records and invoices in connection with the work to be performed
<br />under this Agreement. Consultant shall maintain complete and accurate records with respect to
<br />the costs incurred under this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a minimum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Consultant under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
<br />examine, audit, and make transcripts or copies of such records and any other documents created
<br />pursuant to this Agreement during regular business hours. Consultant shall allow inspection of
<br />all work, data, documents, proceedings, and activities related to this Agreement for a period of
<br />three (3) years from the date of final payment to Consultant under this Agreement.
<br />IIUMMIK6102t]_0I ILWiEm
<br />If Consultant received from the City information which due to the nature of such
<br />infonnation is reasonably understood to be confidential and/or proprietary, Consultant agrees
<br />that it shall not use or disclose such information except in the performance of this Agreement,
<br />and further agrees to exercise the same degree of care it uses to protect its own information of
<br />like importance, but in no event less than reasonable care. "Confidential hiformation" shall
<br />include all nonpublic information. Confidential information includes not only written
<br />information, but also information transferred orally, visually, electronically, or by other means,
<br />Confidential infonnation disclosed to either party by any subsidiary and/or agent of the other
<br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
<br />shall not apply to any infonnation that (a) has been disclosed in publicly available sources; (b) is,
<br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
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