FESTIVAL HALL (BUTTERFIELD/SARMIENTO)

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6. INDEMNIFICATION City agrees to and shall indemnify and hold harmless Festival Hall, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the City or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to performance of the work; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the performance of the work. 7. CONFIDENTIALITY If City receives from Festival Hall information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, City agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. 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 City disclosed in a publicly available source; (e) is in rightful possession of the City without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the City without reference to information disclosed by Festival Hall. S. REFINEMENT OF DESIGN OF THE WORK City agrees to meet and confer regularly with Festival Hall as the design for the work becomes more specific to work out a mutually agreeable agreement on design. Such consultation shall be undertaken with the goal that the work is done in a manner sensitive to preserving the property value of Festival Hall and any historic character of the building. The consultation shall also include scheduling of the work in a manner that is least intrusive to Festival Hall's ongoing operations as is reasonably possible. Once Festival Hall and City agree to the final design, City shall be solely responsible for implementing the design and Festival Hall shall be responsible for cooperating with City in implementing the design by allowing City reasonable access during weekdays for construction activities.