STRADLING YOCCA CARLSON & RAUTH 3

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informed of all significant developments in matters relating to any representation undertaken by Attorneys. Attorneys further agree, if and when their employment hereunder is terminated by Agency, as hereinafter specified, they shall return to Agency General Counsel any and all files then in their possession concerning each and every matter or proceeding in which they represented the Agency pursuant to this Agreement. 5. ATTORNEYS INDEPENDENT CONTRACTORS. It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of Agency. 6. INSURANCE Prior to undertaking performance of work tinder this Agreement, Attorneys shall provide proof to the Agency General Counsel of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fails or refuses to produce and maintain the insurance required by this section or fails or refuses to furnish the Agency with required proof that insurance has been procured and is in force and paid for, the Agency shall have the right, at the Agency's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. Attorneys waive the right to receive compensation and agree to indemnify the Agency for any work performed prior to approval of insurance by the Agency. 7. INDFMNIFICATION Attorneys agree,to and shall indemnify and hold harmless the Agency, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of Attomeys' negligent or wrongful performance or conduct of this Agreement. S. CONFIDENTIALITY If Attorneys receive from the Agency information which due to the nature of such aforrnation is reasonably understood to be confidential and/or proprietary, Attorneys agree that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the sane 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 information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosrue shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of