GONZALES, JUAN M. 2-2006 - Laserfiche WebLink

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e. (fContractor fails or refuses tu produce or maintain the insurance required by this st:i:tion or fails or refuses to furnish the City with required proof that insurance has heen procured and is in force and paid tor, the City shall have the right, at the City's election, to forthwith tt:rminate this Agreement. Such termination shall not affect Contral;tor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City tor any work performed prior to approval of insurance by the Cily. 6, INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel. ami representatives from liability for personal injury. damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health. and daims for property damage, \vhich may arise from the direct or indirect operations of the Contractor or its contractors. subcontractors, agents, cmplo:yees. or other persons acting on their behalf which relates to the services described in section] of this Agreement. This indemnity and hold harmless agrt:t:ment applies to all claims for damages. just compensation. restitution, judicial or equitable relief suffered, or alleged to have l1een suffered, by reason of the events referred to in this St:ction or by reason of the terms of or effects, arising from this Agreement. 7, CONFIDENTIALITY IfContractur n.:ccives from the City information \-vhieh due to the nature of such information is reasonably understood to be confidential ami/or proprietary, Contractor agrees that it shall not ust: or disclose slIch information except in the performance of this Agreement, and tllfther agrees to exercise the same degree of care it uses to protect its own information of like importan<.:t:, but in no event less than reasonable care. "Confidential Information" shall in<.:lude all nonpublic information. Confidential informatiun includes not only written information, but alsu 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 ohligations 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 orthe Contractor without an obligation ol"<.:onlidentiality; (d) is required to be disclosed by operation of la\\'; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8, CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests. direct or indirect, which \','ould conflict in any manller \\lith perJorman<.:e of services specified under this Agreement. 3