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<br />d. If Instructor fails or refuses to produce or maintain the insurance required by this <br />section or fails or retllses to furnish the City with required proof that insurance has been procured <br />and is in force and paiulor, the City shall have the right, at the City's election, to forthwith <br />terminate this Agreement Such termination shall not effect Instructor's right to be paid for its <br />time and materials expended prior to notification of termination. Instructor waives the right to <br />receive compensation and agrees to indemnify the City for any work per!tlfmeu prior to approval <br />of insurance by the City. <br /> <br />6, INOFMNIFICATION <br /> <br />Instructor agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special cOllnsel, and representatives from liability fur persunal injury, <br />damages, just compensation, restitution, judicial or equilabk relief arising out of claims for <br />personal injury, including health, anu claims lor property damage, which may arise from the <br />direct or indirect operatiuns of the Instructor or its contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf which rclates to the services descrihed in <br />section 1 of this Agreement The Instructor fnrthcr agrees to inuemnify, hold harmless, anu pay <br />all costs for the defense of the City, including fees and costs tor special coonsel to be selected by <br />the City, regarding any action hy a thiru party asserting that personal injury, damages,just <br />compensation, restitution, juuicial or equitable relief due to personal or property rights ariscs by <br />reason of the li:rrns of, or effects arising from this Agreement. City may make nil reasonahle <br />decisions with respect to its representation in any legal proceeding. <br /> <br />7. CONFIDENTIALITY <br /> <br />If Instructor receives from thc City information which duc to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, lnstructor agn.:es that <br />it shall not use or disclose slIch information except in the performance of this Agreement, and <br />further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, hut in no event less than [l:asonable carc. '''Confidentiallnformation'' shall include <br />all nonpublic inltlfmation, Confidential information includes not only wTittcn information, hut <br />also inlorrnationtransfened orally. visually, electronically, or by other means. Conliuenlial <br />information disclosed to either party by any subsidiary andlor agent of the other party is covered <br />by this Agreement. <br /> <br />8, CONFLICT OF INTEREST CLAUSE <br /> <br />Instructor covenants that it presently has no interests and shall not have interests, uirect or <br />indirect. \vhich would contlict in any manner with performance of services specifled under this <br />Agreement. <br /> <br />9, NOTICE <br /> <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall he deemed to be properly given if delivered in person or <br /> <br />3 <br />