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INTELLECTUAL PROPERTY INDEMNIFICATION <br />Consultant shall defend, indemnify and hold harmless the City, its officers, agents, <br />representatives, and employees against any and all liability, including costs, and attorney's fees, <br />for infringement of any 'United States' letters patent, trademark, or copyright contained in the <br />work product or do cuments provided by Consultant to the City pursuant to this Agreement. <br />10. RECORDS <br />Consultant shall keep records and invoices in connection with the work to be performed <br />under this Agreement. Consultant shall maintain complete and accurate records with respect to <br />the costs incurred under this Agreement and any services, expenditures, and disbursements <br />charged to the City for a minimum period of three (3) years, or for any longer period required by <br />law, from the date of final payment to Consultant under this Agreement. All such records and <br />invoices shall be clearly identifiable. Consultant shall allow a representative of the City to <br />examine, audit, and make transcripts or copies of such records and any other documents created <br />pursuant to this Agreement during regular business hours. Consultant shall allow inspection of <br />all work, data, documents, proceedings, and activities related to this Agreement for a period of <br />three (3) years from the date of final payment to Consultant under this Agreement. <br />11. CONFIDENTIALITY <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 agrees <br />that it shall not use or disclose such inforination except in the performance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />like importance, but in no event less than reasonable care, "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of nonuse and nondisclosure <br />shall not apply to airy information that (a) has been disclosed in publicly available sources; (b) is, <br />though no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />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 <br />reference to information disclosed by the City. <br />12. CONFLICT OF INTERESTCLAUSE <br />Consultant covenants that it presently has no interest and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agreement. <br />13. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />Page 5 of 8 <br />