RICHARDS, WATSON & GERSHON (2011) 3

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undertaken by Attorneys. Attorneys fiu•ther agree, if and when their employment hereunder is terminated by City, as hereinafter specified, they shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. ATTORNEYS INDEPENDENT CONTRACTORS. It is mutually agreed by and between the parties that, in the performance of their covenants hereunder, Attorneys are and shall be independent contractors, and not officers or employees of City. 6. INSURANCE. Attorneys shall provide proof to the City Attorney of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Attorneys fails or refuses to produce and maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. 7. INDEMNIFICATION. Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful performance or conduct of this Agreement. 8. CONFIDENTIALITY. If Attorneys receive from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attorneys agree 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 Attorneys disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE. Attorneys covenant that it presently has no financial interest, as such term is defined in the California Political Reform Act (Government Code Section 81000 et seq. and used in Government Code Section 1090 that create a conflict of interest in decisions of the City in matters assigned under this Agreement, and shall not have any financial interest, direct or indirect, that would conflict in any manner with performance of services specified under-this Agreement. In addition, Attorneys will not enter into the representation of conflicting or potentially conflicting interests within the meaning of California 99999-9999\ 13 S 1932v2. d oc _2 _