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9. INTELLECTUAL PROPERTY Y INDEMNIFICATION Contractor Will defend, indemnify and hold harmless tiie City, its officers, agents, representatives, and employees against any kind all liability, including costs, and attorney's fees, fot• infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Con.trfactor to the City purstmit to this Agreement, 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed undcr this Ag;ropmant. Contractor shall maintain. complete and aacomte records with respect to the costs incurred undov this Agreement kind any services, expenclitmes, and disbursements charged to the City for sa nlinirnum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor cinder this Agreement. All such records and invoices shall. be clearly idemifaable. Contmctor shall allow a reprosentative of the City to examine, audit, and. make transcripts or copies of such records and any other documents created pursuant to this Agreement firing regular business 110LI , Contractor shall allow inspection of till work, data, documents, proceedings, and activities related to this A.gruement for as period of three (3) yoars from the date offlnal payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Coutrac:tor receives From the. City in —formation which dike to thV, nature of such inlormation is reasonably understood to be confidential and/or proprietary, Contractor agre;cs that it shall not rase oa' disclose, such information except ita the performance of this AgreQme.nt, and farther agrees to exercise: the saan.le degree; of care i.t uses to protect it,s own info rimador) of liko ianportaance, but in 110 uvetrt less than reasonable care. "Confrdentiaal Information" slaaall include all nonpublic Wormtioa-a. Confidenl:ial i.nfim—nation. includes not only written information, but also information transferred. orally, viW ally, electronically, or by other metins. Coniideatial information disclosed to either party by any subsidiary and/or agent of the other patty is covemd by this .A.gmemeat, The foregoing obligations of non-use and nondisclosure; shall not apply to atly information that (Ea) has Boon disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in <a publicly available sourer;; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is recluirmd to be disclosed by operation of Jaw; or (e) is indt,pendeatly deve:lopod by the Contractor without reference to information disclosed by the City. 12. CONFLICT CI! INTEREST CLAUSE Contractor covenants thaat it pre.s( tly has no interest and shall not have interomts, direct Or indirect, which would conflict in any manner with perforammcQ of services specified under ON Agroement.