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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 Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability 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, ~,Ili~h .M.) =;O~ [>VB. tl.e TO "Tltt:.'" 61 direct or indirec operations of the Consultant or its contractors, subcontractors, agents, errerr'~ employees, or other ns acting on their behalf which relates to the services described in section I of this Agreement. Nt:::f,.Ut.-t=-..n- Jt H P 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 ofthis Agreement, C>~";"'eeI> 8,/ and further agrees to exercise the same degree of care it uses to protect its own information of u-.:: m, like importance, but in no event less than reasonable care. "Confidential Information" shall I ~w 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 andlor agent ofthe 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 ofthe City Council City of Santa Ana 20 Civic Center Plaza (M-30) 3