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<br />. I <br /> <br />e. The following requirements apply to the insurance to be provided by Consultant <br />pursuant to this section: <br /> <br />(i) Consultant shall maintain all insurance required above in full force and <br />effect for the entire period covered by this Agreement. <br />(ii) Certificates of insurance shaH be furnished to the City upon execution of <br />this Agreement and shall be approved in form by the City Attorney. <br />(iii) Certificates and policies shaH state that the policies shall not be canceled <br />or reduced in coverage or changed in any other material aspect without <br />thirty (30) days prior written notice to the City. <br /> <br />f. If Consultant fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the City with required proof that insurance has been procured <br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith <br />terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its <br />time and materials expended prior to notification of termination. Consultant waives the right to <br />receive compensation and agrees to indemnify the City for any work performed prior to approval <br />of insurance by the City. <br /> <br />6. INDEMNIFICATION <br /> <br />Consultant shall indemnify, defend and hold harmless City, its officers, agents, <br />employees, consultants, special counsel, and representatives (collectively, the "Indemnities") <br />from any claim, demand, liability, judgment or expense arising out of any physical injury to <br />persons arising from the negligent or wrongful acts of Consultant or from any claim that <br />Consultant's products infringe a proprietary right, US patent or copyright; provided however, <br />Consultant shall not be obligated to indemnify and hold harmless the Indemnities to the extent <br />that such claim, demand, liability, judgment or expense results from the Indemnities' negligence <br />or intentional misconduct. <br /> <br />7. CONFIDENTIALITY <br /> <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Consultant agrees <br />that it shaH not use or disclose such information except in the performance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />like importance, but in no event less than reasonable care. "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written <br />information, but also information transferred oraHy, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure <br />shaH not apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation oflaw; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br /> <br />3 <br />