NAPHCARE, INC. - 2014 - Laserfiche WebLink

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their behalf which relates to the services described in section 2 of this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury; damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the direct or indirect operations of Contractor. City may make all reasonable decisions with respect to its representation hn any legal proceeding. City hereby agrees to indemnify and hold harmless the Contractor, its officers, agents, employees and representatives from any liability for personal injury damages, just compensation, restitution, judicial or equitable relief arising out of any claims directly related to the negligence of the City. 13. CONFIDENTIALITY A. Contractor shall maintain the confidentiality of all records, including billings and any audio and/or video recordings, in accordance with all applicable State acid Federal codes and regulations, as they now exist or may hereafter be amended or changed. B, Prior to providing any services pursuant to this Agreement, all employees, subcontractors, and volunteer staff or interns of Contractor shall agree, in writing, with Contractor to maintain the confidentiality of any and all information and records which may be obtained in the course of providing such services. The agreement shall specify that it is effective irrespective of all subsequent terminations of Contractor's employees, subcontractors, volunteers or interns. C. All confidential information furnished by Contractor to City hereunder will be kept confidential by City and shall not, without the prior written consent of Contractor, be disclosed by City, or by its representatives, contractors, or employees in any manner whatsoever, in whole or in part, and shall not be used by City or its representatives, contractors or employees who need to know the Confidential information. 14. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 15. NOTICE A. Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30)