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C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. d. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Each party to this Agreement agrees to and shall indemnify and hold harmless the other party, its officers, agents, employees, consultants, special counsel, and representatives from liability (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the indemnifying party or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. 7. DELIVERY OF WORK PRODUCT Consultant shall deliver to City all work -product resulting from the services provided. Said work product shall be produced in the formats agreed by Consultant and City. Consultant agrees, for itself, its officers, employees, agents, contractors and volunteers that the City of Santa Ana shall be the sole and exclusive copyright holder of all creative material developed pursuant to this Agreement. Said copyright includes, but is not limited to, the final production, scripts, music, sound effects, graphics, dramatic presentations, titles and other creative elements developed for the production of this program. 8. CONFIDENTIALITY If either party to this Agreement receives from the other party, information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, the receiving party agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential