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not release payment of any funds unless and until Consultant is in compliance with this Section 6. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability arising from third party claims for damages, just compensation, restitution, judicial or equitable relief arising out of claims for bodily injury, and claims for real or tangible personal property damage, to the extent directly and proximately caused by the negligence or willful misconduct of Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf while performing the services described in section 1 of this Agreement; provided, however, that if there also is fault on the part of City or any entity or individual indemnified hereunder or any entity or individual acting on City's behalf, the foregoing indemnification shall be on a comparative fault basis. As a condition to the foregoing indemnity obligations, the indemnified party shall provide the indemnifying party with prompt notice of any claim for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with the indemnifying party in connection with any such claim. The indemnifying party shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing. 8. LIMITATION ON WARRANTY This is a services engagement. Consultant warrants that it will perform services hereunder in good faith and in a professional manner. CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. City's exclusive remedy for any breach of this warranty shall be for Consultant, upon receipt of written notice, to use diligent efforts to cure such breach, or, failing any such cure in a reasonable period of time, the return of professional fees paid to Consultant hereunder with respect to the services giving rise to such breach. 9. CONFIDENTIALITY If either party receives from the other party, in the course of performance or receipt of the services hereunder, non-public information which due to the nature of such information is reasonably understood to be confidential and/or proprietary ("Confidential Information"), such 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 Information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential Information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been