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H. Subcontractors- Proud City shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Proud City shall ensure that City is an additional insured on insurance required from subcontractors. L Special Risks or Circumstances- City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 15. COMPLIANCE WITH ALL LAWS Proud City will comply with all applicable federal, state and local laws. 16. INDEPENDENT CONTRACTOR Proud City shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Proud City performs the services which are the subject matter of this Agreement; however, the services to be provided by Proud City shall be provided in a manner consistent with all applicable standards and regulations governing such services. Proud City shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 17. CONFIDENTIALITY If Proud City receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Proud City agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. 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 Proud City disclosed in a publicly available source; (c) is in rightful possession of the Proud City without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Proud City without reference to information disclosed by the City. 18. CONFLICT OF INTEREST CLAUSE Proud City covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.