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compensation and agrees to indemnify the City for any work performed prior to approval
<br />of insurance by the City.
<br />e. The Executive Director of Human Resources and the Risk Manager, reserve the right to
<br />reduce, waive, or modify insurance requirements under this Agreement.
<br />6. INDEMNIFICATION
<br />Provider agrees to defend, and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, Providers, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the Provider or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement,
<br />to the extent that the injury, damages, just compensation, restitution, judicial or equitable relief is
<br />caused by the negligence of the Provider. This indemnity and hold harness agreement applies to
<br />all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the events referred to in this Section or by reason of
<br />the terms of, or effects, arising from this Agreement. City may make all reasonable, decisions
<br />with respect to its representation in any legal proceeding. In no case will Provider be required to
<br />indemnify or hold harmless the City from injury, damages, just compensation, restitution,
<br />judicial or. equitable relief caused by the negligence of the City.
<br />CONFIDENTIALITY
<br />If Provider receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Provider agrees that it shall not use
<br />or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in
<br />no event less than reasonable care. "Confidential Information' shall include all nonpublic
<br />information, including but not limited to student records. Confidential information includes not
<br />only written information, but also information transferred orally, visually, electronically, or by
<br />other means. Confidential information disclosed to either party by any subsidiary and/or agent of
<br />the other party is covered by this Agreement. The foregoing obligations of non-use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
<br />sources; (b) is, through no fault of the Provider disclosed in a publicly available source; (c) is in
<br />rightful possession of the Provider without an obligation of confidentiality; (d) is required to be
<br />disclosed by operation of law; or (e) is independently developed by the Provider without reference
<br />to information disclosed by the City.
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