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(i) Contractor 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 shall 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 shall 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 />e. If Contractor 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 Contractor's right to be paid for its <br />time and materials expended prior to notification of termination. Contractor 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 />6. INDEMNIFICATION <br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, Contractors, special counsel, and representatives from liability for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including health, and claims for property damage, which may arise from the <br />direct or indirect operations of the Contractor or its contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf which relates to the services described in <br />section 1 of this Agreement. <br />CONFIDENTIALITY <br />If either party receives from the other party information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, the receiving party <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br />information of like 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. <br />8. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agreement. <br />