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INDEMNIFICATION <br />The Library Corporation agrees to and shall indemnify and hold harmless the City, its <br />officers, agents, employees, The Library Corporations, special counsel, and representatives <br />from liability: (1) for personal injury, damages, just compensation, restitution, judicial or <br />equitable relief arising out of claims for personal injury, including health, and claims for <br />property damage, which may arise from the direct or indirect operations of the Library <br />Corporation or its contractors, subcontractors, agents, employees, or other persons acting <br />on their behalf which relates to the services described in section 1 of this Agreement; and <br />(2) from any claim that personal injury, damages, just compensation, restitution, judicial or <br />equitable relief is due by reason of the terms of or effects arising from this Agreement. This <br />indemnity and hold harmless agreement applies to all claims for damages, just <br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been <br />suffered, by reason of the events referred to in this Section or by reason of the terms of, or <br />effects, arising from this Agreement. <br />CONFIDENTIALITY <br />If The Library Corporation receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, The Library <br />Corporation agrees that it shall not use or disclose such information except in the <br />performance of this Agreement, and further agrees to exercise the same degree of care it <br />uses to protect its own information of like importance, but in no event less than reasonable <br />care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, <br />visually, electronically, or by other means. Confidential information disclosed to either party <br />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 <br />(a) has been disclosed in publicly available sources; (b) is, through no fault of the The <br />Library Corporation disclosed in a publicly available source; (c) is in rightful possession of <br />the Library Corporation without an obligation of confidentiality; (d) is required to be disclosed <br />by operation of law; or (e) is independently developed by the Library Corporation without <br />reference to information disclosed by the City. <br />CONFLICT OF INTEREST CLAUSE <br />The Library Corporation covenants that it presently has no interests and shall not have <br />interests, direct or indirect, which would conflict in any manner with performance of services <br />specified under this Agreement. <br />Library Contract Page 6 of 29 <br />