THE COMDYN GROUP INC - 2017 - Laserfiche WebLink

Home Browse Search

foregoing, to the oxtent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required. by Civil Code ,Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall :defend, indemnify, and hold .harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Consultant under this Agreement. 10. RECORDS Consultant shall. keep .records and invoices in cormection with the worst to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection. of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years froze the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Infoirnation" shall include all nonpublic inforzmation. Confidential information Includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant an obligation of confidentiality; (d) is required to be disclosed by operation of Iaw; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE. Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement.