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from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Stanbridge's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Stanbridge. CONFIDENTIALITY If Stanbridge receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Stanbridge agrees that it shall not use or disclose such information except in the performance 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 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 nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Stanbridge disclosed in a publicly available source; (c) is in rightful possession of the Stanbridge without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Stanbridge without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Stanbridge covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9, NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax:714-647-6956 Copies to: Parks, Recreation & Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) Santa Ana, California 92702 Fax: 714-571-4221 Page 4 of 7