SAADEH, GEORGE 1 -2006 - Laserfiche WebLink

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relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. 6. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that he shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care he uses to protect his own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information which is not subject to the Public Records Act. 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 Contractor, disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 7. CONFLICT OF INTEREST CLAUSE Contractor covenants that he 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. 8. 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: Independent Contractor Agreement Between George Saadeh and City of Santa Ana Page 3 of8