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(#) ProudCity 4. CONFIDENTIALITY If ProudCity receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary; ProudCity 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 ProudCity disclosed in a publicly available source; (c) is in rightful possession of the ProudCity without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the ProudCity without reference to information disclosed by the City. 5. CONFLICT OF INTEREST CLAUSE ProudCity 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 tinder this Agreement. 6. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana