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9. CONFIDENTIALITY <br /> <br /> If Contractor receives from the City information which due to the nature of such <br />infom~ation is reasonably understood to be confidential and/or proprietary, Contractor agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. "Confidential Information" shall include <br />all nonpublic information. Confidential information includes not only written information, but <br />also information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is covered <br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to <br />any information that (a) has been disclosed in publicly available soumes; (b) is, through no fault <br />of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the <br />Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of <br />law; or (e) is independently developed by the Contractor without reference to information <br />disclosed by the City. <br /> <br />10. CONFLICT OF INTEREST CLAUSE <br /> <br /> Contractor 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 /> <br />11. NOTICE <br /> <br /> Any notice, tender, demand, del/very, 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 telefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br /> <br />To City: <br /> <br />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 />telefacsimile (714) 647-6956 <br /> <br />and, <br /> <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P.O. Box 1988 <br /> <br />6 <br /> <br /> <br />