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<br />"""" <br /> <br />...., <br /> <br />Agreement. CITY may make all reasonable decisions with respect to its representation in any <br />legal proceeding. <br /> <br />7. CONFmENTlALITY <br /> <br />If either party receives from the other party information which due to the nature of such <br />information is reasonably understood to be confidcntial and/or proprietary, the receiving party <br />agrees that it shall not use or disclose sllch information except in the perfom1ance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br />information of like importance, but in no event less than reasonable care. "Confidential <br />Information" shall include all nonpublic information. Confidential information includes not only <br />written information, but also infon11ation transferred orally, visually, electronically, or by other <br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the <br />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 <br />sources; (b) is, through no fault of the WINDS disclosed in a publicly available source; (c) is in <br />rightful possession of the WINDS without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the WINDS without <br />reference to information disclosed by the CITY. <br /> <br />8. CONFLICT OF INTEREST CLAUSE <br /> <br />WINDS covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />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 tell' facsimile 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 />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />telefacsimile (714) 647-6956 <br /> <br />4 <br />