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8. CONFIDENTIALITY <br />If Contractor receives from the City information which, due to the nature of such information, <br />is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall <br />not use or disclose such information except in the performance of this Agreement, and further <br />agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. "Confidential Information" shall include <br />all nonpublic information. Confidential information includes not only written information, but <br />also information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is <br />covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not <br />apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no 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 without <br />reference to information disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Contractor 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 />10. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first <br />class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic <br />communication in the manner provided in this Section, to the following persons: <br />To City: 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 />With courtesy copies to: <br />Executive Director of Parks, Recreation and Community Services <br />City of Santa Ana <br />20 Civic Center Plaza (M-23) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />64 <br />19C-72