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To the fullest extent permitted by law, City shall indemnify, defend and hold harmless <br />Partner, its officers, agents and employees (collectively, the "Partner Indemnified Parties") from <br />and against any and all Claims, which may arise from or in any manner are related (directly or <br />indirectly) to City's breach of this Agreement or City's presence or activities at the Event <br />(including the negligent and/or willful acts, errors and/or omissions of City, its principals, <br />officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed <br />directly or indirectly by any of them or for whose acts they may be liable for any or all of them). <br />Notwithstanding the foregoing, nothing herein shall be construed to require City to indemnify the <br />Partner indemnified parties from any Claim arising from the negligence or willful misconduct of <br />the Partner Indemnified Parties. This indemnity shall apply to all claims and liability regardless <br />of whether any insurance policies are applicable. The policy limits do not act as a limitation upon <br />the amount of indemnification to be provided by City. <br />S. CONFIDENTIALITY <br />If either party receives from the other party information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, the receiving party <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br />information of like importance, but in no event less than reasonable care. "Confidential <br />Information" shall include all nonpublic information. Confidential information includes not only <br />written information, but also information transferred orally, visually, electronically, or by other <br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the <br />other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the receiving party disclosed in a publicly available source; (c) <br />is in rightful possession of the receiving party without an obligation of confidentiality; (d) is <br />required to be disclosed by operation of law; or (e) is independently developed by the Partner <br />without reference to information disclosed by 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 />Page 3 of 6 <br />