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Indemnification <br /> CONSULTANT shall indemnify and hold harmless the <br /> ENGINEER from and against any damages, suits, <br /> lawsuits, claims, liabilities and expenses, including <br /> reasonable attorney's fees and court costs, which <br /> ENGINEER may sustain, be subject to or be caused to <br /> incur by virtue of or as a result of any claim, demand, <br /> suit, proceeding, action or cause of action for(1) any <br /> infringement of any copyright or patent; (2) any <br /> negligence,errors or omissions of the CONSULTANT, <br /> his agents, servants, employees, officers,consultants <br /> or subcontractors; and (3) any claim of OWNER <br /> against ENGINEER arising out of CONSULTANT's <br /> failure to perform. <br /> Confidentiality <br /> CONSULTANT agrees to keep confidential and not <br /> disclose to any person or entity, other than <br /> CONSULTANT's employees, without the prior written <br /> consent of ENGINEER, which consent shall not be <br /> unreasonably withheld, delayed, or conditioned, all <br /> data and information not previously known to and <br /> generated by CONSULTANT, or furnished to <br /> CONSULTANT and marked "CONFIDENTIAL" by <br /> ENGINEER in the course of CONSULTANT's <br /> performance of the services contemplated hereunder; <br /> provided, however,that this provision shall not apply to <br /> data or information which is in the public domain or <br /> which was acquired by CONSULTANT independently <br /> from third parties not under any obligation to <br /> ENGINEER to keep such data and information <br /> confidential.These provisions shall not be interpreted <br /> to restrict CONSULTANT from complying with any <br /> applicable law, rule, regulation, ordinance, code, <br /> standard, or court order. <br /> Page 3 of 3 Pages <br /> JA00074Mashpee�Agreements\2010 Agreement with Subs\rvakRVA-Mashpee 2010.doc <br />