HUITT-ZOLLARS, INC.-2017 - Laserfiche WebLink

Home Browse Search

9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor- shall defend; indemnify and /told harmless the City, -its officers; agents, ropresooWivies, and eurployees'a ainst any and all liability, including costs, and attorney's fees, for �infr ngmucat of any IJnitod S#aces* fetters patent, trademark,; or copyright contained in the work product or documents provided by Contractor. to the City pursuant to this Agreement, 10. RECORDS Contractor shall keep records and invoices in connection with the work to be perforated under this Agreement. Contractor salt maintain completa.and accurate records with respect to The costs incurredunder this Agreement and any services, expenditures, and .disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable, Contractor shallsllow a representativeofthe City to examine, audit, and make transcripts or copies of such records and any other documents created' pursuant to this Agreement during regular business hours,, Contractor shall allow sinspection of all work, data, documents,proceedings, and activities related to. this Agreementfora. period of i three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives: from the City, information which due to the nature of such information is reasonably understood to be confidential and/or proprietary; Contractor.agrees that, it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to ,protect its own information of, like importance,, but in no event less ,than reasonable care. "Confidential. Information" shall include all nonpublic information. Confidential`information includes not only written information, but, also information transferred orally, visually; electronically; or by other means, Confidential informadon disclosed to either party by anysubsidiary and/or -agent :of the -other party is covered by this Agreement. .The foregoing obligations of non-use and nondisclosure shall not apply to any in%rmaton that (a) has been disclosed in publicly available sources; (b) is, .through no-fault of the Contractor disclosed ins publicly available source; (e) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c) is independently developed by the Contractor without reference to information disclosed by the City. 12: CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interest'and ,shall not have interests, direct or indirect,, which would conflict in any mariner with performance of services,. Conflicts may be further .specified in, Certifications — Exhibit C, attached hereto and incorporated in this Agreement;,by reference. Page 5 of 12