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6. INDEMNIFICATION
<br />a. Provider agrees to and shall indemnify, defend and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1)
<br />for personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />arising out of claims for personal injury, including death, and claims for property
<br />damage, which may arise from the negligent operations of the Provider or its
<br />contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the services described in section 1 of this Agreement; and (2) from any
<br />claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement, to the
<br />extent that the injury, damages, just compensation, restitution, judicial or equitable
<br />relief is caused by the negligence of the Provider. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events
<br />referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation
<br />in any legal proceeding. In no case will Provider be required to indemnify or hold
<br />harmless the City from injury, damages, just compensation, restitution, judicial or
<br />equitable relief caused by the negligence of the City.
<br />b. The City agrees to and shall indemnify, defend and hold harmless, Provider, its officers,
<br />directors, agents, and employees from liability for injury, damages, just compensation,
<br />restitution, judicial or equitable relief arising out of the negligence or willful
<br />misconduct of the City, its employees or contractors or other persons acting on behalf
<br />of the City, which relates to this Agreement.
<br />c. In the event of concurrent liability, each party shall bear responsibility for its share.
<br />7. 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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