COLUCCI, DENNIS A.-2006 - Laserfiche WebLink

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direct or indirect operations of the Consultant or its contractors, subcontractors. agents, cmployees. or other persons acting on their bchalf v./hich relates to the services described in section 1 of this Agreement; and (2) from any elaim that personal injury, damages, just compensation, restitution, judicial or equitahle relief is due hy reason of the terms or or eflects 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 efleets, arising !i'om this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for thc defense of the City, including fees and costs for special counsel to he selected hy the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that pl:rsonal injury, uamages,jusl compensation, restitution. judicial or equitable relief due to personal or property rights arises by reason of the terms ot~ or effects arising from this Agreement. City may make all reasonable decisions \vith respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information \vhich due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree or care it uses to proted its O\\'n information of likl,; importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublie informatiou, Conlidential information includes not only wrilten infiJrmation, 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 pany is covered hy this Agreement. The foregoing obligations of nOll-use anLl nondisclosure shall not apply to aoy ioformation that (a) has been disclosed in publicly available sources; (b) is, through no t~,ull of the Consultant disclosed in a publicly available source; (c) is in rightful possession orthe Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consulllmt withom reference to information disclosed by the City. S. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, \:vhich would conflict in any manner \\-'ith performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall he in writing and shall be deemed to be properly given if delivered in person or mailed by lirst class or certilled mail, postage prepaid, or sent by telefacsimile or otber telt:graphic communication in the manner provided in this Section, to the following persons: