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SEP-05-2Q07-WED 12:59 PM Else FAX No, 7148357330 including attorneys" fees and litigation expenses arising out of same, by reason of any claim or violation of any of the foregoing warranties or representations. This indemnity and hold hannless 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 ot or effects, arising from this Agreement. The Contractor. further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement City may make all reasonable decisions with respect to its representation in any legal proceeding. 9. CONFIDENTIALITY If Contractor receives from the City information which due to the :nature of such information is reasonably understood to be confidential and/or proprietary, Contrac:tor 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 of care it uses to protect its own information of like . importance" but in no event less than reasonable care. "Confidential Information" shal~ include all non public information. Confidential information includes not.on1y written informatioo,.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 party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any infomlation 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 'ofthe', Contractor without an obligation of confidentiality; (d) is required to be disclosed by 'operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by ilie City. .10. CONFLICf OF INIEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with 'performance of services specified' under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed. to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 4