SCOTT T. WILLIAMS MD - 2014 - Laserfiche WebLink

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01/11/2012 09:04 9494818462 S WILLIAMS PAGE 03/06 5. ZIVDEMNIFTC.A.-1-IO3?T Expert agrEes to and shall iudctnnify and hold harmless the City, its o?-icers, agents, employees, and representatives from liability for personal ir{jury, damages, restitution, judicial or equitable relief arising out of Esperf negligent or tivrongful perfot-rnance or conduct of this Agreement. 6. CONFIDLN'TIAI.ITY If Expert receives from the City information which due to the nature ? such information is reasonably understood to be confidential and/or proprietary, £:cpert agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the sartia° degree of care it uses to proteot its o?vn information of like imporcancc, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic infoixttation. Confidential infrn-mation includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either parry by any subsidiary and/or agent of the other party is covered by this Agreement. `The foregoing obligations of non-use artd nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; {b) is, through no fault of the Expertt disclosed in a publicly available source; (c) is in rightful possessiott of the Ea.pert without ap obligation of confidentlaliry; (d) is required to be disclosed by operation of lativ; or (e) is independently developed b3' the Expert without reference to information disclosed by the City. 9. CONFLICT OF IEV'iEREST CLAUSE Lxpert covenants that it presently ltss no interests and shall not have interests, direct or- indirect, that would conflict in any matznea tivith performance of services specified under this Agreement. 10. NO7-1Clt; Any notice, tender, demand, delivery, nr ocher communication ptusuant to this Agreerrrcnt shall be in writing and shall be deerrred to be properly given if delivered in person oar mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic comrzaunication iri tits manner provided in this Section, to the following persons: To City: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. 13ozc 1988 Santa Ana, California 92702 Fay 714-647-6956 With courtesy copy to: City Attorney City of Santa ,Ana 20 Civic Cerlter Plaza (ivl-29) P.p. Box 1988 Santa Ana, California 92702 Pax 714-647-6515 To Expert: Scott T. Williams, IVi.D. 31461 Paseo Diosa San Jvan. Capistrano, CA 92675 Phone (949) 400-9208 A party may change its address by giving notice in writing to the other patty. Thereafter, arty notice, render, demand, delivery, or other communication shall be addressed and transmitted to the mew address. If scat by mail, communication shall tie effective or deemed to have been given tl,r-ee