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10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement 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 City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. 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 Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. 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. 11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. The City is aware that Attorneys have been retained to have been retained to represent the City of Fountain in this same proceeding brought by Jonathan Vanloan. Attorneys have agreed to represent both Cities in defense of this matter as long as there is a knowing and informed waiver of any conflict created by this representation. The Pennsylvania Rules of Professional Conduct provide that an attorney shall not represent a client if the representation involves a concurrent conflict of interest. A concurrent conflict of interest exists if: (i) the representation of one client will be directly adverse to another client, or (ii) there is significant risk that the representation of one or more clients will be materially limited by the lawyer's responsibilities to another client, former client, or third person, or by a personal interest of the lawyer. Notwithstanding the existence of a concurrent conflict of interest, a lawyer may represent a client if: (i) the attorney reasonably believes that the attorney will be able to provide competent and diligent representation to each affected client; (ii) the representation is not prohibited by law; (iii) the representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or other proceeding before a tribunal; and (iv) each affected client gives its informed consent. It is Attorneys' view that their representation of each City may present a concurrent or future conflict of interest. While both Cities have similar defenses and goals at this point, the Cities' circumstances are not identical and they may develop diverging views as to how to proceed. However, Attorneys believe that they will be able to provide competent and diligent representation to the both Cities with respect to their defenses because of their similarity and they may receive the benefit of a cost savings in the form cost sharing. The proposed representation is not prohibited by law, and does not involve the assertion of a claim by one client against another client Attorneys represent in the same matter. Accordingly, Attorneys believe they may proceed with the representation, provided consent is obtained from both Cities.