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restitution, judicial or equitable relief to the extent caused by Attorneys' negligent performance related to this Agreement. i 10. CONFIDENTIALITY All information and documents shared with Attorneys as well as all work performed by Attorneys in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Attorneys and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Attorneys from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City's prior written approval. Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such information and any written product in connection with Attorneys` retention under this Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided to the Office of the City Attorney with all copies upon the request of the City Attorney. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys, disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Attorneys without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Attorneys may currently or in the future represent one or more other clients in matters involving the City. Attorneys undertake this engagement on the condition that Attorneys may represent another client in a matter in which the Attorneys do not represent the City, even if the interests of the other client are adverse to those of City, provided the other matter is not substantially related to the Attorney's representation of City and in the course of representing City, Attorneys of the Firm have not obtained confidential information of City material to the representation of the other client ("Permitted Adverse Representation"). City's consent to this arrangement is required because of its possible adverse effects on performance of the Attorney's duties as attorneys to remain loyal and available to those other clients and to render legal services with vigor and competence. Also, if an attorney does not continue an engagement or must withdraw therefrom, the clicnt may incur delay, prejudice or additional cost such as acquainting new counsel for the matter. City agrees not to seek to disqualify the Firm from representing such other client in any Permitted Adverse Representation. 12. ARBITRATION AND WAIVER OF JURY TRIAL The parties agree that all disputes which arise between the City and Attorneys, whether financial or otherwise regarding the attorney- client relationship, shall be resolved by binding arbitration. Each side shall bear their own costs and attorneys' fee s. The parties agree to waive their right to a jury trial and to an appeal. 13. NOTICE 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 telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: 25B-5