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6. INDEMNIFICATION <br />Vendor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, <br />Vendors, special counsel, and representatives from liability: (1) for personal injury, damages, just <br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including <br />health, and claims for property damage, which may arise from the direct or indirect operations of the <br />Vendor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which <br />relates to the services described in section 1 of this Agreement; and (2) from any claim that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of <br />or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims <br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been <br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising <br />from this Agreement. <br />7. CONFIDENTIALITY <br />If Vendor receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Vendor 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 Vendor disclosed in a publicly available source; (c) is in rightful possession <br />of the Vendor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; <br />or (e) is independently developed by the Vendor without reference to information disclosed by the City. <br />8. CONFLICT OF INTEREST CLAUSE <br />Vendor covenants that it presently has no interests and shall not have interests, direct or indirect, <br />which would conflict in any manner with performance of services specified under this Agreement. <br />9. 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 9., to the following persons: <br />To City: <br />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 />Finance and Management Services Agency <br />City of Santa Ana Page 33 of 39 <br />Exhibit A <br />