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equitable relief due to personal or property rights arises by reason of the terms of, or <br />effects arising from this Agreement. City may make all reasonable decisions with respect <br />to its representation in any legal proceeding. I <br />7. CONFIDENTIALITY <br />Consultant shall conform to all HIPAA requirements regarding examinations <br />performed by Consultants. <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its <br />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 <br />any subsidiary and/or agent of the other party is covered by this Agreement. The <br />foregoing obligations of non-use and nondisclosure shall not apply to any information that <br />(a) has been disclosed in publicly available sources; (b) is, through no fault of the <br />Consultant disclosed in a publicly available source; (c) is in rightful possession of the <br />Consultant without an obligation of confidentiality; (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the Consultant without reference <br />to information disclosed by the City. <br />:8. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services <br />specified under this Agreement. <br />9. NOTICE <br />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 <br />person or mailed by first class or certified mail, postage prepaid, or sent by fax or other <br />telegraphic communication in the manner provided in this Section, to the following <br />persons: <br />To City: Clerk of the 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 />Fax: (714) 647-6956 <br />Agreement between City of Santa Ana and Concentra <br />25E-41 <br />