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<br />agrees to indemnify the City for any work performed prior to approval of insw'ance
<br />by the City.
<br />6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives frrom liability: (1) for
<br />personal 'injury, damages, just compensation, restitution, judicial or equitable relief
<br />arising out of claims for personal injury, including health, and claims for property
<br />damage, which may arise from the direct or indirect operations of the Consultant or its
<br />contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the services described in section l of this Agreement; and (2) ftom any
<br />claim that personal injury, damages, just c01npensati0n, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement, This
<br />indemnity and hold harmless agreemr -nt applies to all claims for damages, just
<br />compensationi, restitution, judicial Qr equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of,
<br />or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, inOvding fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the
<br />validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to persQnAl or property Frights arises by reason
<br />of the terms of, or effects arising £irons. this .Agreement, City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />7. CONFID.ENTIALITY
<br />If Consultant receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Consultant
<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 tQ protect its
<br />own information of like importance, but in no event less than reasonable +pare.
<br />"Confidential InformatiW shall include all nonpublic information. Confidential
<br />information includes not only written information, but also information transferred orally,
<br />visually, electronically, or by other means_ Confidential information disclosed to either
<br />party by any subsidiary and/oar agent Qf 0a other party is covered by this Agreement.
<br />The foregoing obligations of noo-use and nondisclosure shall not apply to any
<br />information that (a) has been disclosed in publicly available sources; (b) is, through t►o
<br />fault of the Consultant disclosed in a publicly available source; (c) is in rightful
<br />possession of the Consultant without an obligation of confidentiality; (d) is required to be
<br />disclosed by operAiQn Qf law, or (e) is independently developed by the Consultant
<br />without reference to information disclosed by the City.
<br />S. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests,
<br />direct or indirect, which would conflict in any manner with performance of services
<br />specified under this Agreement.
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