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like importance, but in no event less than reasonable care. "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure <br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br /> <br />8. CONFLICT OF INTEREST CLAUSE <br /> <br /> Consultant 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 />9. DELIVERY OF WORK PRODUCT <br /> <br /> Consultant shall deliver to City all work product which results from the services <br />provided. Said work product shall be submitted in a hard copy and produced in a form <br />compatible with City's computer system, as agreed between the Project Manager and Consultant. <br /> <br />In regard to all material produced as a deliverable under this Agreement, including but not <br />limited to books, repons, plans, photographs, drawings, films, recordings, videotapes, and <br />computer programs, the Consultant understands and shall ensure that all of Consultant's affected <br />officers, employees, agents, contractors, and volunteer workers also understand that the authors <br />of ali such material, whether copyrighted or not, award to the City, and to its officers, agents and <br />employees acting within the scope of their official duties, as a condition of payment to the <br />Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for <br />governmental purposes to disclose, publish, translate, reproduce, and use such materials. <br /> <br />10. NOTICE <br /> <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 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 /> <br /> <br />