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or equitable relief or any other type of damage whatsoever is due by reason of the terns <br />of or effects arising from this Agreement or of the Contractor's actions hereunder. This <br />indemnity and hold harmless agreement applies to all claims for damages, just <br />compensation, restitution, lost profits or any other judicial or equitable relief or damages <br />suffered, or alleged to have been suffered, by reason of the events referred to in this <br />Section or by reason of the terms of, or effects, arising from this Agreement. The <br />Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of <br />the City, including fees and costs for special counsel to be selected by the City, relative to <br />any action by a third party challenging the validity of this Agreement, or asserting that <br />personal injury, damages, just compensation, restitution, lost profits, or judicial or <br />equitable relief or any other type of damage whatsoever has arisen by reason of the terms <br />of, or effects arising from this Agreement or Contractor's actions hereunder. City may <br />make all reasonable decisions with respect to its representation in any legal proceeding. <br />7. CONFIDENTIALITY <br />If Contractor receives from the City information which, due to the nature of such <br />information, is reasonably understood to be confidential and/or proprietary, Contractor <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 to protect its <br />own information of like importance, but in no event less than reasonable care. <br />"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 <br />party by any subsidiary and/or agent of the other party is covered by this Agreement. <br />The foregoing obligations of non-use and nondisclosure shall not apply to any <br />information that (a) has been disclosed in publicly available sources; (b) is, through no <br />fault of the Contractor, disclosed in a publicly available source; (c) is in rightful <br />possession of the Contractor without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Contractor <br />without reference to information disclosed by the City. <br />8. CONFLICT OF INTEREST CLAUSE <br />Contractor 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. <br />9. NOTICE <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 <br />person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile <br />or other telegraphic communication in the manner provided in this Section, to the <br />following persons: <br />