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6. INDEMNIFICATION VENDOR agrees to and shall indemnify and hold barnless CITY, its officers, agents, employees, VENDOR's special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the VENDOR or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relaxes to the services described in section 1 of this AGREEMENT. 7. CONFIDENTIALITY If VENDOR receives from CITY formation which due to the nature of such inrormation is reasonably understood to be confidential andlcr proprietary, VENDOR agrees that it shall not use or disclose such information excert in the perfontl nce of this AGREEMENT, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential 6it'ormation" shall include all nonpublic inftarmation. Confidential information includes not only written information, but also infoinalion 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 oHigalions of non-use and nondisclosure shall not apply to any information that (a) has beea disclosed in publicly available sources; (b) is, through no fault of the VENDOR disclosed in a publicly available source; (c) is in rightful possession of the VENDOR without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c) is independently developed by the VENDOR without relcrence to information disclosed CITY, 8. CONFLICT OFINPLREST CLAUSE VENDOR covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with perfonmrrnce of services specified under thisAGREEMENT. 9. NO'T'ICE Any notice, tender, demand, delivery, or other cotncnuttication pursuant to this AGREEMEN'r shall be in writing and shall be deemed to be property given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by teletacsimile or other telegraphic communication i n the manner provided in this Section, to the following persons: To CITY: Clerk of tlae Council City of Santa Ana 20 Civic Center Plaza F.O. Box 1988 Santa Ana, CA 92701 Fax 714-647-6956 2