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11. INDEMNIFICATION
<br />Each Party ("Indemnifying Party") shall indemnify, defend, and ]told harmless the other
<br />Party and its respective affiliates, in the case of the Clippers to include the NBA and its Member
<br />Teams, NBAP, their respective affiliates, and their respective members, owners, governors,
<br />directors, officers, managers, employees, licensees, contractors, agents, representatives, successors
<br />and assigns ("Clippers Parties"), and in the case of the City to include its officers, agents,
<br />employees, consultants, special counsel, and representatives ("City Parties") from and against any
<br />and all losses, damages, claims (actual or alleged), actions, liabilities, costs, and expenses
<br />(including reasonable attorneys' fees and court costs) ("Claims") arising from (in whole or in part)
<br />or in connection with: (a) the Indemnifying Party's negligent acts or omissions, or intentional
<br />misconduct in the course of its performance under this Agreement; and/or (b) the Indemmifying
<br />Patty's breach or alleged breach of this Agreement.
<br />Further, City shall indemnify, defend, and hold harmless the Clippers Parties from and
<br />against any and all Claims arising from (in whole or in part) or in connection with third party
<br />claims: (i) resulting from any personal injuries sustained by youth participant(s) in either of the
<br />Clinics, except to the extent that such Claim(s) is based upon the grossly negligent acts or
<br />omissions, or intentional misconduct of the Clippers in the course of their performance under this
<br />Agreement; and (ii) alleging that the use of the Copy, as contemplated in Section 2 of this
<br />Agreement, as provided by City to the Clippers, infringes upon the intellectual property tights of
<br />any such third party, except to the extent that such Claim(s) is based upon any Clippers Marks
<br />furnished by the Clippers to the City and properly incorporated into the Copy in question.
<br />12. BACKGROUND CHECK REQUIRED
<br />Clippers represent and warrant that all Clippers employees, consultants, contractors,
<br />agents, and/or volunteers conducting the Clinic(s) pursuant to this Agreement have been screened
<br />in accordance with Clippers' hiring process, which includes a criminal background check.
<br />13. CONFIDENTIALITY
<br />If either Party ("non -disclosing Party") receives from the other Party ("disclosing Party")
<br />infor-tnation which due to the nature of such information is reasonably understood to be
<br />confidential and/or proprietary ("Confidential Information"), non -disclosing Party agrees that it
<br />shall not use or disclose such information except in its performance of its obligations under this
<br />Agreement, and father agrees to exercise the same degree of care it uses to protect its own
<br />information of like importance, but in no event less than reasonable care. "Confidential
<br />Information" shall include all nonpublic information. Confidential Information includes not only
<br />written information, but also information transferred orally, visually, electronically, or by other
<br />means. Confidential Information disclosed to either Party by any subsidiary and/or agent of the
<br />other Party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
<br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
<br />through no fault of the non -disclosing Party disclosed in a publicly available source; (c) is in
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