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c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. Certificates of insurance shall be furnished to the Successor Agency upon execution of this Agreement and shall be approved in form by the Successor Agency. (ii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the Successor Agency. d, If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Successor Agency with required proof that insurance has been procured and is in force and paid for, the Successor Agency shall have the right, at the Successor Agency's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the Successor Agency for any work performed prior to approval of insurance by the Successor Agency. 6. INDEMNIFICATION Consultant agrees to indemnify and hold Successor Agency harmless from and against any and all third party claims, suits and actions, and all associated damages, settlements, losses, liabilities, costs, and expenses, including without limitation reasonable attorneys' fees, to the extent finally determined to have resulted from Consultant's negligent performance of the services set forth in this Agreement. Notwithstanding the foregoing, nothing herein shall (i) serve to expand Consultant's scope of professional responsibilities as set forth in the laws and canons of ethics, (ii) extend any statute of limitations governing any claim arising from Consultant's acts or omissions, or (iii) waive any claims or defenses that Consultant may have against the Successor Agency or any other party." CONFIDENTIALITY If Consultant received from the Successor Agency information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such infonnation 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 3 -129