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<br />subject matter of this Agreement; however, the services to be provided by Vendor shall be provided in a
<br />manner consistent with all applicable standards and regulations governing such services. Vendor shall pay
<br />all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to
<br />employees and shall be responsible for all applicable withholding taxes.
<br />6. Indemnification
<br />Vendor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />Vendors, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />health, and claims for property damage, which may arise from the direct or indirect operations of the
<br />Vendor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which
<br />relates to the services described in section 1 of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of
<br />or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or 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, or effects, arising
<br />from this Agreement. The Vendor further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third parry challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />Confidentiality
<br />If Vendor receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Vendor agrees that it shall not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the same
<br />degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary
<br />and/or agent of 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 sources;
<br />(b) is, through no fault of the Vendor disclosed in a publicly available source; (c) is in rightful possession
<br />of the Vendor without an obligation of confidentiality; (d) is required to be disclosed by operation of law;
<br />or (e) is independently developed by the Vendor without reference to information disclosed by the City.
<br />8. Conflict Of Interest Clause
<br />Vendor covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
<br />9. Notice
<br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be
<br />in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
<br />certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner
<br />provided in this Section, to the following persons:
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