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of indemnification to be provided by the Sponsor.
<br />b. To the fullest extent permitted by law, the City shall indemnify, defend and hold
<br />harmless Sponsor, its officers, agents and employees (collectively, the "Sponsor indemnified
<br />parties") from and against any and all claims (including, without limitation, claims for bodily
<br />injury, death or damage to property), demands, obligations, damages, actions, causes of action,
<br />suits, losses, judgments, tines, penalties, liabilities, costs and expenses (including, without
<br />limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever
<br />(individually, a "claim"; collectively, "claims"), which may arise from the City's falsity or
<br />breach of any representation or warranty or breach of any covenant or agreement made or to
<br />be performed by the City pursuant to this Agreement or the City's negligent and/or willful
<br />acts, errors and/or omissions of the City, its principals, officers, agents, employees, vendors,
<br />suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them
<br />or for whose acts they may be liable for any or all of them. Notwithstanding the foregoing,
<br />nothing herein shall be construed to require the City to indemnify the Sponsor indemnified
<br />parties from any claim arising from the sole negligence or willful misconduct of the Sponsor
<br />indemnified parties. This indemnity shall apply to all claims and liability regardless of
<br />whether any insurance policies are applicable. The policy limits do not act as a limitation
<br />upon the amount of indemnification to be provided by the City,
<br />8. CONFIDENTIALITY
<br />If either party receives from the other party information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, the receiving party
<br />agrees that it shall not use or disclose such information except in the performance of this
<br />Agreement, and further 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
<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 receiving party, disclosed in a publicly available source;
<br />(c) is in rightful possession of the receiving party without an obligation of confidentiality; (d) is
<br />required to be disclosed by operation of law; or (c) is independently developed by the receiving
<br />party without reference to information disclosed by the disclosing party.
<br />9. CONFLICT OF INTEREST CLAUSE
<br />Each party covenants that it presently has no interests and shall not have interests, direct
<br />or indirect, which would conflict in any manner with this Agreement.
<br />10. NOTICE
<br />Any notice, tender, demand, delivery, or other communication pursuant to this
<br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
<br />mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic
<br />communication in the manner provided in this Section, to the following persons:
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