LIEBERT CASSIDY WHITMORE - 2017 (2)

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e. If Attorneys fail or refuse to produce or maintain the insurance required by this section or fail or refuse to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Attorneys' rights to be paid for its time and materials expended prior to notification of termination. Attorneys waive the tight to receive compensation and agree to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, malpractice, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongfid performance or conduct related to this Agreement, CONFIDENTIALITY All information and documents shared with Attorneys, as well as all work performed by Attorneys in connection with this A&neement, should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the Executive Director of the Personnel Services Department and the City Attorney, or selected members of his/her offices, as directed by the City Attorney and the Executive Director of the Personnel Services Department. All such information and any written product in connection with Attorneys' retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT' and shall be the property of the City, and shall be returned/provided to the City with all copies upon the request of the City Attorney or Executive Director of the Personnel Services Agency. 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 nondisclosure 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 law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement or which would constitute a violation of the Rules of Professional Conduct.