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damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises <br />by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions <br />with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent <br />Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to <br />the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the <br />negligence, recklessness, or willful misconduct of Contractor. <br />8. INTELLECTUAL PROPERTY INDEMNIFICATION <br />Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees <br />against any and all liability, including costs, for infringement of any United States' letters patent, <br />trademark, or copyright infringement, including costs, contained in the work product or documents <br />provided by Contractor to the City pursuant to this Agreement. <br />9. RECORDS <br />Contractor shall keep records and invoices in connection with the work to be performed under this <br />Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred <br />under this Agreement and any services, expenditures, and disbursements charged to the City for a <br />minimum period of three (3) years, or for any longer period required by law, from the date of final payment <br />to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor <br />shall allow a representative of the City to examine, audit, and make transcripts or copies of such records <br />and any other documents created pursuant to this Agreement during regular business hours. Contractor <br />shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement <br />for a period of three (3) years from the date of final payment to Contractor under this Agreement. <br />10. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Contractor agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and further <br />agrees to exercise the same degree of care it uses to protect its own information of like importance, but in <br />no event less than reasonable care. "Confidential Information" shall include all nonpublic information. <br />Confidential information includes not only written information, but also information transferred orally, <br />visually, electronically, or by other means. Confidential information disclosed to either party by any <br />subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of <br />non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly <br />available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is <br />in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Contractor without reference to <br />information disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, <br />which would conflict in any manner with performance of services. <br />Page 4 of 7 <br />