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<br />. <br /> <br />. <br /> <br />representation in any legal proceeding. Notwithstanding the foregoing, Consultant shall not be <br />required to indemnifY, and shall not have liability for any claims not covered by the insurance <br />required in Section 5 above, in the excess of the aggregate amount of fees which Consultant has <br />received from the City under this Agreement. Further, Consultant shall not be liable for any <br />amounts to the extent the City's negligence, gross negligence or similar acts contributed to such <br />damages. The City hereby indemnifies Consultant for any loss cost or liability which (a) arises <br />from a breach of this Agreement by the City or (b) caused by the City's negligence or gross <br />negligence. <br /> <br />7. CONFIDENTIALITY <br /> <br />If Consultant or the City receives from the other information which due to the nature of <br />such information is reasonably understood to be confidential and/or proprietary, Consultant and <br />the City each agrees that it shall not use or disclose such information except in the performance <br />of this Agreement, and each further agrees to exercise the same degree of care it uses to protect <br />its own information ofJike 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 <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the party who received the information disclosed in a publicly <br />available source; (c) is in rightful possession of the party who received the information without <br />an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is <br />independently developed by the party who received the information without reference to that <br />information. The parties agree that they will not solicit for employment or hire the employees of <br />the other during the term of this agreement and for one year following the term. <br /> <br />8. CONFLICT OF INTEREST CLAUSE <br /> <br />Except as disclosed in Exhibit A, Consultant covenants that it presently is not aware that <br />it has any interests, direct or indirect, which would conflict in any manner with performance of <br />services specified under this Agreement. Notwithstanding the foregoing, the City acknowledges <br />that Consultant is generally in the business of advising parties regarding the site acquisition, <br />zoning and similar matters related to telecommunications facilities, and that in the course of its <br />business Consultant has and will advise major wireless carriers with whom the City may deal. In <br />the event City or Consultant becomes aware of a potential conflict of interest involving <br />Consultant's work for the City, the party discovering the possible conflict shall immediately <br />disclose the possible conflict to the other party in writing, and the parties shall negotiate in good <br />faith to attempt to resolve the conflict of interest, or if the parties determine that the conflict is <br />not subject to resolution, then Consultant shall refrain from providing services to the City with <br />respect to such matter. <br /> <br />4 <br />