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causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
<br />(including without limitation, attorney's fees, disbursements, and court costs) of every
<br />kind and -nature-whatsoever-.(Individually."a-claim",-collectively"claims"),-to-any-work—_� --
<br />performed or services provided under this Agreement arising out of , relating to or
<br />pertaining to the negligence, recklessness, or willful misconduct of Consultant, its
<br />principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors,
<br />anyone employed directly or indirectly by any of them or for whose acts they may be
<br />liable for any or all of them. Notwithstanding the foregoing, nothing herein shall be
<br />construed to require Consultant to indemnify the indemnified parties from any claim
<br />arising from the sole negligence or willful misconduct of the indemnified parties. This
<br />indemnity shall apply to all claims and liability regardless of whether any insurance
<br />policies are applicable. The policy limits do not act as a limitation upon the amount of
<br />indemnification to be provided by the Consultant.
<br />Consultant shall defend and indemnify the City, its officers, agents,
<br />representatives, and employees against any and all liability, including costs, for
<br />infringement of any United States' letters patent, trademark, or copyright infringement,
<br />including costs, contained in the work product or documents provided by Consultant to
<br />the City pursuant to this Agreement.
<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
<br />records with respect to the costs incurred under this Agreement and any services,
<br />expenditures, and disbursements charged to the City for a minimum period of three (3)
<br />years, or for any longer period required by law, from the date of final payment to
<br />Consultant under this Agreement. All such records and Invoices shall be clearly
<br />identifiable. Consultant shall allow a representative of the City to examine, audit, and
<br />make transcripts or copies of such records and any other documents created pursuant to
<br />this Agreement during regular business hours. Consultant shall allow inspection of all
<br />work, data, documents, proceedings, and activities related to this Agreement for a period
<br />of three (3) years from the date of final payment to Consultant under this Agreement.
<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
<br />agrees that it shall not use or disclose such information except in the performance of this
<br />Agreement, and further agrees to exercise the same degree of care it uses to protect its
<br />own information of like importance, but in no event less than reasonable care.
<br />"Confidential Information" shall include all nonpublic information. Confidential information
<br />includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential Information disclosed to either party by
<br />any subsidiary and/or agent of the other party is covered by this Agreement. The
<br />foregoing obligations of non-use and nondisclosure shall not apply to any information
<br />that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
<br />Consultant disclosed in a publicly available source; (c) Is in rightful possession of the
<br />Consultant without an obligation of confidentiality; (d) is required to be disclosed by
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