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Jun 03 04 03:48p 6473539 p.3
<br />4. INDEPENDENT CONTRACTOR
<br />City shall, during the entire term of this Agreement, be construed to be an independent
<br />contractor and not an employee of the U.S. Post Office. This Agreement is not intended nor
<br />shall it be construed to create an employer - employee relationship, a joint venture relationship, or
<br />to allow the U.S. Post Office to exercise discretion or control over the professional manner in
<br />which City performs the services which are the subject matter of this Agreement; however, the
<br />services to be provided by City shall be provided in a manner consistent with all applicable
<br />standards and regulations governing such services. City shall pay all salaries and wages,
<br />employer's social security taxes, unemployment insurance and similar taxes relating to employees
<br />and shall be responsible for all applicable withholding taxes.
<br />6. INDEMNIFICATION
<br />U.S. Post Office agrees to and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, City's special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
<br />for personal injury, including health, and claims for property damage, which may arise from the
<br />direct or indirect operations of the City or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
<br />This 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 suffered,
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement. The U.S. Post Office further agrees to indemnify, hold harmless, and pay
<br />all costs for the defense of the City, including fees and costs for special counsel to be selected by
<br />the City, regarding any action by a third party challenging the validity of this Agreement, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. City may make all reasonable decisions with respect to its representation in any
<br />legal proceeding.
<br />7. CONFIDENTIALITY
<br />If U.S. Post Office receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, U.S. Post Office
<br />agrees that it shall not use or disclose such information except in the performance of this
<br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own
<br />information of like importance, but in no event less than reasonable care. "Confidential
<br />Information" shall include all nonpublic information. Confidential information includes not only
<br />written information, but also information transferred orally, visually, electronically, or by other
<br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the
<br />other party is covered by this Agreement. The foregoing obligations of non -use and
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