Laserfiche WebLink
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 rzquirQd 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 PROPERTYINDEMNIFICATION <br />Consultant shall defend, indemnify, Uid hold. harmless City, its officers, agents, representatives, <br />and employees against any and all liability or losses; including costs and attorney's fees, for infringerrrernt <br />of any UnitedStates' letters patent, trademark, or copyright, alleged or coatained in the work product or <br />documents provided or used by Consultant. under this Agreement. <br />IA. RECORDS <br />Consultant shall keep records and invoices in connection with the work to be performed under this <br />Agreement. Consultant shall maintain .complete and accurate records with respect to the casts incurred <br />under this Agreement and any services, expenditures, and disbursements charged to the City -for a <br />minimum period ofthree (3) years., or for anylOnger 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 elate of final. payment to Consultant under this <br />Agreement. <br />11. CONFIDENTIALITY <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. irnportarnce, but in no event less thanreasonable 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 arty 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 confident ality; (d) is required to be disclosed. by operation <br />of law; or (e) is independently developed icy the Consultant without reference to information disclosed by <br />the City. <br />I2. CONFLICT OF INTEREST 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 perfOrmMrec of services specified under this <br />Agreement. <br />5 <br />