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claims, actions, causes of action or demands are caused by the joint or concurrent negligence of more <br />than one party, such liability shall be borne by each party in proportion to their own fault. <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 infringement of any United States' letters <br />patent, trademark, or copyright infringement, including costs, contained in the work product or <br />documents provided by CONSULTANT to the CITY pursuant to this Agreement. <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 the <br />costs 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 date of <br />final payment to CONSULTANT under this Agreement. All such records and invoices shall be clearly <br />identifiable. CONSULTANT 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. CONSULTANT 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 of final <br />payment to CONSULTANT under this Agreement. <br />10. CONFIDENTIALITY <br />a. If CONSULTANT receives from the CITY information which due to the nature of such <br />information is reasonably understood to be confidential and /or proprietary, <br />CONSULTANT agrees that it shall not use or disclose such information except in the <br />performance of this Agreement, and further agrees to exercise the same degree of care <br />it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information. <br />Confidential information includes not only written information, but also information <br />transferred orally, visually, electronically, or by other means. Confidential information <br />disclosed to either party by any subsidiary and /or agent of the other party is covered by <br />this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply <br />to any information 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 <br />rightful possession of the CONSULTANT without an obligation of confidentiality; (d) is <br />required to be disclosed by operation of law; or (e) is independently developed by the <br />CONSULTANT without reference to information disclosed by the CITY. <br />b. CONSULTANT agrees that it and its personnel shall preserve as confidential any <br />confidential records or information that it may be required to examine in the <br />performance of services under this contract. However, CONSULTANT shall not be <br />restricted in any way from releasing information in response to a subpoena, court order, <br />or legal process, but shall notify CITY of the demand for information before <br />CONSULTANT responds to such demand. <br />11. CONFLICT OF INTEREST CLAUSE <br />CONSULTANT covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />5 <br />251 -9 <br />