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<br />" <br /> <br />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 <br />have been suffered, by reason of the events referred to in this Section or by reason of the terms <br />of, 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, including fees and costs for special <br />counsel to be selected by the City, regarding any action by a third party challenging the validity <br />of this Agreement, or asserting that personal injury, damages,just compensation, restitution, <br />judicial or equitable relief due to personal or property rights arises by reason of the terms of, or <br />effects arising from this Agreement. City may make all reasonable decisions with respect to its <br />representation in any legal proceeding. <br /> <br />7. CONFIDENTIALITY <br /> <br />If Consultant receives from the City, or if City receives from Consultant information <br />which due to the nature of such information is reasonably understood to be confidential and/or <br />proprietary, Consultant and City mutually agree that it shall not use or disclose such information <br />except in the performance of this Agreement, and further agrees to exercise the same degree of <br />care it uses to protect its own information of like importance, but in no event less than reasonable <br />care. The City agrees that all exam questions and contents shall be reasonably understood to be <br />confidential. City shall not use or disclose such information except in the performance of this <br />agreement. "Confidential Information" 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 party by <br />any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing <br />obligations of non-use and nondisclosure shall not apply to any information that (a) has been <br />disclosed in publicly available sources; (b) is, through no fault of the City or Consultant is <br />disclosed in a publicly available source; (c) is in rightful possession of the City or Consultant <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or <br />( e) is independently developed by the City or Consultant without reference to information <br />disclosed by the other party. <br /> <br />8. CONFLICT OF INTEREST CLAUSE <br /> <br />Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agreement. <br /> <br />9. NOTICE <br /> <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br /> <br />To City: <br /> <br />Clerk of the City Council <br />City of Santa Ana <br /> <br />3 <br />