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<br />6. INDEMNIFICATION
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<br />AMX agrees to and shall indemnity and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (I) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />arising out of claims for personal injury, including health, and claims for property
<br />damage, which may arise from the direct or indirect operations of the AMX or its
<br />contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the services described in section 1 of this Agreement; and (2) from any
<br />claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been
<br />suffered, by reason of the events referred to in this Section or by reason of the terms of,
<br />or effects, arising from this Agreement. The AMX further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special
<br />counsel to be selected by the City, regarding any action by a third party challenging the
<br />validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason
<br />of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
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<br />7. CONFIDENTIALITY
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<br />If AMX receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, AMX agrees
<br />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
<br />own information of like importance, but in no event less than reasonable care.
<br />"Confidential Information" shall include all nonpublic information. Confidential
<br />information includes not only written information, but also information transferred orally,
<br />visually, electronically, or by other means. Confidential information disclosed to either
<br />party by any subsidiary and/or agent of the other party is covered by this Agreement.
<br />The foregoing obligations of non-use and nondisclosure shall not apply to any
<br />information that (a) has been disclosed in publicly available sources; (b) is, through no
<br />fault of the AMX disclosed in a publicly available source; (c) is in rightful possession of
<br />the AMX without an obligation of confidentiality; (d) is required to be disclosed by
<br />operation of law; or ( e) is independently developed by the AMX without reference to
<br />information disclosed by the City.
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<br />8. CONFLICT OF INTEREST CLAUSE
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<br />AMX covenants that it presently has no interests and shall not have interests,
<br />direct or indirect, which would conflict in any manner with performance of services
<br />specified under this Agreement.
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