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applicable. The policy limits do not act as a limitation upon the amount of indemnification to be <br />provided by GM. <br />If either Party (the "Receiving Party") receives from the other (the "Disclosing Party") <br />information which clue to the nature of such information is reasonably understood to be <br />confidential and/or proprietary, the Receiving Party agrees that it shall not use or disclose such <br />information except in the performance of this Agreement, and further agrees to exercise the same <br />degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information. <br />Confidential information includes not only written information, but also information transferred <br />orally, visually, electronically, or by other means. Confidential information disclosed to either <br />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) <br />has been disclosed in publicly available sources; (b) is, through no fault of the Receiving Party <br />disclosed in a publicly available source; (c) is in rightful possession of the Receiving Party <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) <br />is independently developed by the Receiving Party without reference to information disclosed by <br />the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Each Party covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agreement. <br />10. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic <br />communication in the manner provided in this Section, to the following persons: <br />To City: Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br />Fax:714-647-6956 <br />Copies to: Parks, Recreation & Community Services Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M-75) <br />Santa Ana, California 92702 <br />Page 4 of 14 <br />