SPECIAL COUNSEL 1 - 2003 - Laserfiche WebLink

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for its time and materials expended prior to notification of termination. Special Counsel waives the right to receive compensation and agree to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Each party (the "Indemnifying Party") will indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against all claims, demands, suits and expenses (including reasonable Special Counsel fees) brought by any person or party for real or tangible property damage and/or bodily injury (including death) arising from the negligent or illegal act or omission of the Indemnifying Party or any of its employees and contractors in the performance of services hereunder, except to the extent ofthe negligent or illegal act or omission ofthe Indemnified Party or its employees and contractors. This indemnification clause does not expand the liability of City, nor remove Special Counsel's liability for employment actions brought by Special Counsel employees, as set forth in Section 4, above. 7. CONFIDENTIALITY If Special Counsel receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Special Counsel 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 ofthe Special Counsel disclosed in a publicly available source; ( c) is in rightful possession of the Special Counsel without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Special Counsel without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Special Counsel covenant that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by f]fst class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 3