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<br />6. INDEMNIFICATION
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<br />Grantor agrees to defend, and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, contractors, special counsel, and representatives from liability for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the Contractor, its subcontractors, agents, employees, or other persons
<br />acting on its behalf which relates to the construction and installation services of the Pitch described
<br />in section 1 of this Agreement except that the indemnification obligation of Grantor for the
<br />maintenance of the Pitch shall cease once the ownership of the Pitch passes to the City as specified
<br />in Section1B(12) of this Agreement. Notwithstanding the foregoing, to the extent services are
<br />subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required
<br />by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of the Grantor.
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<br />7. INTELLECTUAL PROPERTY INDEMNIFICATION
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<br />Grantor shall defend and indemnify the City, its officers, agents, representatives, and
<br />employees against any and all liability, including costs, for infringement of any United States’
<br />letters patent, trademark, or copyright infringement, including costs, contained in the branding,
<br />signage or documents provided by Grantor or RePlay project partners to the City pursuant to this
<br />Agreement.
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<br />8. CONFIDENTIALITY
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<br />If Grantor receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Grantor agrees that it shall not use
<br />or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in
<br />no event less than reasonable care. “Confidential Information” shall include all nonpublic
<br />information. Confidential information includes not only written information, but also information
<br />transferred orally, visually, electronically, or by other means. Confidential information disclosed
<br />to either party by 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 (a) has
<br />been disclosed in publicly available sources; (b) is, through no fault of the Grantor disclosed in a
<br />publicly available source; (c) is in rightful possession of the Grantor without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
<br />developed by the Grantor without reference to information disclosed by the City.
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<br />9. CONFLICT OF INTEREST CLAUSE
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<br />Grantor covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />Exhibit 1
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