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5 . INDEMNIFICATION <br />Expert agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, <br />and representatives from liability for personal injury, damages, restitution, judicial or equitable relief <br />arising out of Expert' negligent or wrongful performance or conduct of this Agreement. <br />6. CONFIDENTIALITY <br />If Expert receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Expert agrees that it shall not use or disclose <br />such information except in the performance of this Agreement, and further agrees to exercise the same <br />degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the 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 sources; <br />(b) is, through no fault of the Expert disclosed in a publicly available source; (c) is in rightful possession <br />of the Expert without an obligation of confidentiality; (d) is required to be disclosed by operation of law; <br />or (e) is independently developed by the Expert without reference to information disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Expert covenants that it presently has no interests and shall not have interests, direct or indirect, <br />that would conflict in any manner with performance of services specified under this 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 class or <br />certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner <br />provided in this Section, to the following persons: <br />To City: Clerk of the Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. BOX 1988 <br />Santa Ana, California 92702 <br />Fax 714-647-6956 <br />With courtesy copy to: <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P.O. BOX 1988 <br />Santa Ana, California 92702 <br />Fax 714-647-6515 <br />To Expert: National Justice Consultants, Inc. <br />Clarence R. Chapman, President <br />1507 7`?' Street, Suite 350 <br />Santa Monica, California 90401 <br />Fax 3 10-454-4028 <br />2