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* ProudCity J. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 1s. COMPLIANCE WITH ALL LAWS ProudCity will comply with all applicable federal, state and local laws. 16. INDEPENDENT CONTRACTOR ProudCity shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which ProudCity performs the services which are the subject matter of this Agreement; however, the services to be provided by ProudCity shall be provided in a manner consistent with all applicable standards and regulations governing such services. ProudCity shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 17. CONFIDENTIALITY If ProudCity receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, ProudCity 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 of the .ProudCity disclosed in a publicly available source; (c) is in rightful possession of the ProudCity without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the ProudCity without reference to information disclosed by the City. 18. CONFLICT OF INTEREST CLAUSE Proud0ty o 415.145.1482 rr�u city c r�� 1�ucl t In