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restitution, judicial or equitable relief to the extent caused by Attorneys' negligent or wrongful <br />performance or conduct related to this Agreement. <br />10. CONFIDENTIALITY All information and documents shared with Attorneys as well as <br />all work performed by Attorneys in connection with this Agreement should be treated as strictly <br />confidential. Moreover, all communications between Attorneys and City shall be treated as <br />protected by the attorney -client privilege and the attorney work product doctrine. Accordingly, <br />information received by Attorneys from City should be kept in a secure place, and no information <br />about this work may be disclosed to any third party without City's prior written approval. <br />Attorneys shall provide materials directly to the City Attorney, Sonia Carvalho, or selected <br />members of her office, as directed by the City Attorney. All such information and any written <br />product in connection with Attorneys` retention under this Agreement, shall be marked as <br />"PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK PRODUCT" and shall be the <br />property of the City Attorney's Office, and shall be returned/provided to the Office of the City <br />Attorney with all copies upon the request of the City Attorney. 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 Attorneys, disclosed in <br />a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of <br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently <br />developed by the Attorneys without reference to information disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE Attorneys covenant that it presently has no interests <br />and shall not have interests, direct or indirect, that would conflict in any manner with performance <br />of services specified under this Agreement. <br />12. NOTICE 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: City Clerk <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, California 92702-1988 <br />Facsimile (714) 647-6956 <br />Courtesy Copy: City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Facsimile (714) 647-6515 <br />5 <br />