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6. INDEMNIFICATION Consultant agrees to indemnify, defend and hold harmless City, its officers, agents, volunteers and employees from any and all loss, damage, injury or death, and from any and all suits, actions and claims filed or brought by any person or persons, however caused, arising out of Consultant's and Consultant's employees' negligent performance or failure to perform, any and all things necessary to and required to be done by Consultant, pursuant to the provisions of this Agreement. City agrees to indemnify, defend and hold harmless Consultant from any and all loss, damage, injury or death, and from any and all suits, actions and claims filed or brought by any person or persons, however caused, arising out of City's and City's employees' negligent performance or failure to perform, any and all things necessary to and required to be done by City, pursuant to the provisions of this Agreement. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant 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" shall include all nonpublic information. 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 disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council