Laserfiche WebLink
the validity of this Agreement, or asserting that personal injury, damages, just compensation, <br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the <br />terms of, or effects arising from this Agreement. City may make all reasonable decisions with <br />respect to its representation in any legal proceeding. <br />8. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Consultant shall defend and indemnify the City, its officers, agents, representatives, <br />and employees against any and all liability, including costs, for infringement of any United <br />States' letters patent, trademark, or copyright infringement, including costs, contained in the <br />work product or 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 <br />performed under this Agreement. Consultant shall maintain complete and accurate records <br />with respect to the costs incurred under this Agreement and any services, expenditures, and <br />disbursements charged to the City for a minirnum period of three (3) years, or for any longer <br />period required by law, from the date of final payment to Consultant under this Agreement. All <br />such records and invoices shall be clearly identifiable. Consultant shall allow a representative <br />of the City to examine, audit, and make transcripts or copies of such records and any other <br />documents created pursuant to this Agreement during regular business hours. Consultant <br />shall allow inspection of all work, data, documents, proceedings, and activities related to this <br />Agreement for a period of three (3) years from the date of final payment to Consultant under <br />this Agreement. <br />10. CONFIDENTIALITY <br />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, 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 <br />of like importance, but in no event less than reasonable care. "Confidential Information" 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 information 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 information that (a) has been disclosed in publicly available sources; (b) <br />is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services specified <br />under this Agreement. <br />25E-8 <br />