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e. If Consultant fails or refuses to produce or maintain the insurance required by this section
<br />or fails or refuses to furnish the City with required proof that insurance has been procured and is in
<br />force and paid for, the City shall have the right, at the City's election, to forthwith terminate this
<br />Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials
<br />expended prior to notification of termination. Consultant waives the right to receive compensation
<br />and agrees to indemnify the City for any work performed prior to approval of insurance by the City.
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<br />6. INDEMNIFICATION
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<br /> Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including health, and claims for property damage, which may arise from the direct or indirect
<br />operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this Agreement; and (2)
<br />from any claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and
<br />hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this
<br />Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further
<br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and
<br />costs for special counsel to be selected by the City, regarding any action by a third party challenging
<br />the validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms
<br />of, or effects arising from this Agreement. City may make all reasonable decisions with respect to
<br />its representation in any legal proceeding.
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<br />7. CONFIDENTIALITY
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<br /> If Consultant receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it
<br />shall not use or disclose such information except in the performance of this Agreement, and further
<br />agrees to exercise the same degree of care it uses to protect its own information of like importance,
<br />but in 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 to
<br />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 Consultant disclosed in a
<br />publicly available source; (c) is in rightful possession of the Consultant without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed
<br />by the Consultant without reference to information disclosed by the City.
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<br />8. CONFLICT OF INTEREST CLAUSE
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