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services contemplated by this Agreement, except to the extent such claims are caused by the <br />negligent acts or omissions of the City or any of its employees, agents, representatives, and <br />independent contractors. This indemnity and hold harmless agreement applies to all claims for <br />damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have <br />been suffered, by reason of the events referred to in this Section. The Contractor further agrees <br />to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and <br />costs for special counsel to be selected by the City, regarding any action by a third party <br />challenging the validity of this Agreement, or asserting that personal injury, damages, just <br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by <br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable <br />decisions with respect to its representation in any legal proceeding. Notwithstanding the <br />foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above <br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that <br />arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the <br />Contractor. <br />8. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. "Confidential Information" shall include <br />all nonpublic information. Confidential information includes not only written information, but <br />also information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is covered <br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to <br />any information that (a) has been disclosed in publicly available sources; (b) is, through no fault <br />of the Contractor disclosed in a publicly available source; (c) is in rightfiil possession of the <br />Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of <br />law; or (e) is independently developed by the Contractor without reference to information <br />disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interest and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />10. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by fax or other telegraphic cormxnmication in <br />the manner provided in this Section, to the following persons: <br />Page 5 of 8 <br />