BA, INC.-2017 - Laserfiche WebLink

Home Browse Search

9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnifyand hold harmless t11e City, its off1mrs, agents, represotatratives, gold caallployues aalaritlst filly and €all Hability, including costs, and. aattornoy's fees, for infringement of any United States' letters patent, tradmiark, or copyright Contained in tho work product ar (100LIMOnts prOVide:d by Contraaotor to tllo City llursuGurt to this Agree meat. 10, RECORDS Contractor sllaall kocp records and invoices in connection with the work to be laurformed under this Agreement, Contractor shall maintain complete and accurate recoMs x-vith respect to the coasts incurred a.inder this Agrooment and airy services, expenditures, kind disbm'seinents charged to the; City for al minimum period oFthree (3) years, or for aany longer period required by law, from the date of final payment to Contractor undQr this Abre:emont. All such records find invoices shall be clearly identifiable, Contractor sh€all allow a representative of the City to examine, audit, and make tratnwcripts or copies Of scich records and ataly other docurrio its created pursuant to this Agreement during regular businem houm Contractor shall allow inspee.tion of all work, data, doca,rnia mLs, proceedings, Lind activities related to dais Agreement for as period of thmo (3) years from the dote oCfina.l paayrl-mit to Corltn,a.c(or Linder this Agrecmomt. IL CON FIDENT [At, IT Y If Contractor reccives from tho City inforn'tation which dial, to the 11atcarO of such i.r: Wrmaitiora is reasonably undwrstood to bo confidential and/or proprietary, Contractor aaga'cres that it shall not use or disclose such infiot•m atiwl ex.ccpt in thc; pt.trfornytaance of this Agreement, and fbrth"-r at rfdOs to exmr ise the Same degree of care it use., to protect its own information of like imPortaance, Mit in no event 1c,s5 than reasonable cairn;, "Confidential Information" shall include all nonpublic information, Confidential information incicrdc:s not only written itlf'ortalation, bort also information tr€arlsl'orred orally, visa.iaal.iy, electronically, or by other rneaans. Comfadeatial inibrmation disclosed to either party by any aa. Wdiary and/or agent elite other party is covem'd by this Agrec:tlaent. The 66r€going obligations of non-iisc and nondisclosure ,shall m t apply to any information that (a) has been disclosed it, prablicly aavaailable: scltirces; (b) is, through aao ftault of the Contractor disclosed in as publiely available source; (c) is in rightful possessicm of the Contractor without all obligation of'cwonfidoutiatlity; (d) .is required to be cl Closed by operation of law; or (e) is indeperrden ly developed by the Contractor without re-rcrence to in6ormattion disclosed by the City. 12. CON H.,R."T OF INTEREST CLAUSE Contractor covenants that it presently Naas no interest and shall riot have interc,st4, direct or indirect, which Would corxllict in any manner with performance oCservic;us spncifaed under dais Agrees-ient. P�k Le251-21