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foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above <br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, <br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant <br />9. INTELLECTUAL PROPERTY INDEMNIFICA'T'ION <br />Consultant shall defend, indemnify, and Bold harmless City, its officers, agents, representatives, <br />and employees against any and all liability or Iosses, including costs and attorney's fees, for infringement <br />of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or <br />documents provided or used by Consultant under this Agreement, <br />10. RECORDS <br />Consultant shall keep records and invoices in connection with the work to be perfouned under this <br />Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred <br />under this Agreement and any services, expenditures, and disbursements charged to the City for a <br />minimum period of three (3) years, or for any longer period required by law, from the date of final payment <br />to Consultant under this Agreement. All such records and invoices shall be clearly identifiable, <br />Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of <br />such records and any other documents created pursuant to this Agreement during regular business hours. <br />Consultant 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 this <br />Agreement. <br />11. CONFIDENTIALI'T'Y <br />If Consultant receives from the City information which due to the nature of such information. is <br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise the <br />same degree of care 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. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br />(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant an obligation of confidentiality; (d) is required to be disclosed by operation <br />of law; or (e) is independently developed by the Consultant without reference to information disclosed by <br />the City. <br />12. CONFLICT OF INTERS, ST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with the performance of services specified under this <br />Agreement. <br />13. NO'T'ICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be <br />in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />