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13. INDEMNIFICATION
<br />Provider agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, Providers, special counsel, and representatives from liability for personal injury, damages,
<br />just compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
<br />including death, and claims for property damage, which may arise from the direct or indirect operations
<br />of the Provider or its contractors, subcontractors, agents, employees, or other persons acting on their
<br />behalf which relates to the services described in section 1 of this Agreement but only to the extent
<br />resulting from their negligence or willful or intentional acts. City agrees to and shall indemnify and hold
<br />harmless the Provider, its officers, directors, shareholders, contractors, subcontractors, agents,
<br />employees, and representatives from liability for personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief arising out of claims for personal injury, including death, and claims for
<br />property damage, which may arise from the direct operations of the City or its contractors,
<br />subcontractors, agents, employees, which relates to the services described in section I of this Agreement
<br />but only to the extent resulting from their negligence or willful or intentional acts. This indemnity and
<br />hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this
<br />Section or by reason of the terms of, or effects, arising from this Agreement. The Indemnifying Party
<br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the other, including fees
<br />and costs for special counsel to be selected by the other, regarding any action by a third party challenging
<br />the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects
<br />arising from this Agreement. City may make all reasonable decisions with respect to its representation in
<br />any legal proceeding. The provisions of this Section survive cancellation or expiration of this
<br />Agreement.
<br />14. . RECORDS
<br />Provider's records and invoices in connection with the work to be performed under this
<br />Agreement shall remain the sole and exclusive property of Provider. In the event any such records are
<br />provided to City, City shall maintain the confidentiality of these records and not disclose them to any
<br />other person or company except as necessitated by law including but not limited to Court order,
<br />subpoena, and/or public records act request. Provider shall maintain complete and accurate records with
<br />respect to the costs incurred under this Agreement and any services, expenditures, and disbursements for
<br />a minimum period of three (3) years.
<br />15. CONFIDENTIALITY
<br />If either party receives from the other information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, receiving party agrees that it shall not use or
<br />disclose such information except in the performance of this Agreement, and further agrees to exercise
<br />the same degree of care it uses to protect its own information of like importance, but in no event less
<br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information 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 subsidiary
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<br />Agreement for Carnival Services fnFiestas Patrias 2019
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