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• <br /> to bar any person identified by City as a security risk from access to sensitive information. City <br /> shall not be obligated to disclose any particulars of the information on which City makes such <br /> decision. <br /> 10.5 Technical Information. Seller may utilize technical information derived from the Work <br /> for the purpose of further development of the System or like systems, so long as use of such <br /> information would not compromise the confidentiality concerns of City described in paragraph 10.4. <br /> Seller shall not use the information in a manner that a third party could reasonably interpret as an <br /> endorsement by City of the System or any of its underlying technology or components without the <br /> prior written consent of City. <br /> 10.6 Subcontractors. Seller shall furnish names of proposed subcontractors (both entities and <br /> individuals) in writing to City. The subcontractors must be acceptable to City, which acceptance shall <br /> not be unreasonably withheld. Seller acknowledges the unique, sensitive and confidential nature of <br /> City's public purpose and duties, and agrees that disapproval by City of any subcontractor for security <br /> - reasons shall not be deemed unreasonable for purposes of this Contract. If in City's judgment any <br /> subcontractor fails to perform the Work in strict accordance with the Contract, Seller, after due notice <br /> from City, shall discharge the same, but this discharge shall in no way release Seller from any <br /> obligations and responsibilities under this Contract. Seller is fully responsible to City for any errors or <br /> omissions of its subcontractor(s). <br /> 10.7 Independent Contractor. Seller is an independent contractor, customarily engaged in the <br /> performance of similar services for other parties. The manner in which the Work is to be performed <br /> shall be controlled by Seller; however, the nature of the Work and the results to be achieved shall be <br /> specified by City. Seller shall not be deemed to be an employee or agent of City and shall have no <br /> authority to make any binding commitments or obligations on behalf of City except to the extent <br /> expressly provided herein. <br /> 10.8 Patent and Copyright Protection. <br /> 10.8.1 Seller warrants that the components of the System do not infringe upon or <br /> violate any patent, copyright, license, trade secret or any other proprietary right of any third <br /> party. All patented, copyrighted, or otherwise protected components shall be licensed to City <br /> under such terms as are reasonably necessary to permit their use in conjunction with the <br /> System. <br /> 10.8.2 Seller shall hold City, its officers, agents, and employees harmless from any and <br /> all liability for damages arising out of use of any patented material, equipment, device or <br /> process incorporated into or made a part of or required by the manufacturer's specifications to <br /> be used on or in connection with the material, equipment, or supplies purchased by Seller <br /> pursuant to this Contract, and Seller agrees to defend City, its officers, agents, and employees, <br /> at Seller's sole expense, in any action or suit for damages or injunctive relief on account of any <br /> allegedly unauthorized use of any patented material, equipment, device or process, if City, its <br /> officers, agents, or employees are named as a defendant in any such action or suit. If City <br /> reasonably concludes that its interests are not being properly protected, or if principles of <br /> governmental or public law are involved, City may, at its sole discretion, elect to participate in <br /> the defense of any such action. Seller shall indemnify City for all reasonable costs, including <br /> attorneys fees, incurred in such participation. <br /> 10.8.3 If any product furnished under this Contract is threatened to or does become <br /> Purchase Contract - 8 <br />