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S. CONFIDENTIALITY If Attorneys receive from the Successor Agency information, <br />which due to the nature of such information is reasonably iuiderstood to be confidential and/or <br />proprietary, Attorneys agree that it shall not use or disclose such information except in the <br />performance of this Agreement, and further agree to exercise the same degree of care it uses to <br />protect its own information of like importance, but in no event less than reasonable care. <br />"Confidential Information" shall include all nonpublic information. Confidential information <br />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 <br />subsidiary and/or agent of the other party is covered by this Agreement. The foregoing <br />obligations of non -use and nondisclosure shall not apply to any information that (a) has been <br />disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a <br />publicly available source; (c) is in rightful possession of the Attorneys without an obligation of <br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently <br />developed by the Attorneys without reference to information disclosed by the Successor Agency. <br />9. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no <br />interests and shall not have interests, direct or indirect, that would conflict in any manner with <br />performance of services specified under this Agreement. <br />10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by (elefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />Successor Agency: 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 -1988 <br />Facsimile (714) 647.6956 <br />Courtesy Copy: Successor Agency Legal Counsel <br />City of Santa Ana <br />20 Civic Center Plaza (M -29) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Facsimile (714) 647 -6515 <br />To Attorneys; Justin Cooper, Partner <br />Orrick, Herrington & Sutcliffe LLP <br />405 Howard Street <br />San Francisco, CA 94105 <br />Facsimile: (415) 773 -5759 <br />Email: jcooDernorriciccom <br />3 <br />3 -187 <br />