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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 under
<br />this Agreement. Consultant shall maintain complete and accurate records with respect to the costs
<br />incurred under this Agreement and any services, expenditures, and disbursements charged to the City for
<br />a minimum period of three (3) years, or for any longer period required by law, from the date of final
<br />payment 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 />10. 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
<br />the same degree of care it uses to protect its own information of like importance, but in no event less
<br />than 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
<br />sources; (b) is, 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 required to be
<br />disclosed by operation of law; or (e) is independently developed by the Consultant without reference to
<br />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, direct or
<br />indirect, which would conflict in any manner with performance of services. Conflict may be further
<br />specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by
<br />reference.
<br />12. DISCRIMINATION
<br />Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment
<br />related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations and as further specified in Certifications -
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