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<br />approval or certification by the City relating to the Project. This indemnity and hold <br />harmless Agreement applies to all claims for damages, just compensation, restitution, <br />judicial or equitable relief suffered, or alleged to have been suffered, by reason of the <br />events referred to in this Section or by reason of the terms of, or effects, arising from this <br />Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs <br />for the defense of the City, including fees and costs for special counsel to be selected by <br />the City, regarding any action by a third party challenging the validity of this Agreement, <br />or asserting that personal injury, damages, just compensation, restitution, judicial or <br />equitable relief due to personal or property rights arises by reason of the terms of, or <br />effects arising from this Agreement. City may make all reasonable decisions with respect <br />to its representation in any legal proceeding. <br /> <br />7. CONFIDENTIALITY <br /> <br />If either party receives from the other party information which due to the nature of <br />such information is reasonably understood to be confidential and/or proprietary, the <br />receiving party agrees that it shall not use or disclose such information except in the <br />performance of this Agreement, and further agrees to exercise the same degree of care it <br />uses to protect its own information of like importance, but in no event less than <br />reasonable care, "Confidential Information" shall include all nonpublic information. <br />Confidential Information includes, without limitation, financial, marketing, research and <br />development, organizational, technical, merger or acquisition, and other information <br />related to the other party, information related to released or unreleased software or <br />hardware products, the marketing or promotion of either party's product, a party's <br />business policies or practices, and information received from third parties that a party is <br />obligated to treat as confidential. <br /> <br />Confidential information includes not only written information, but also information <br />transferred orally, visually, electronically, or by other means. Confidential information <br />disclosed to either party by any subsidiary and/or agent of the other party is covered by <br />this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply <br />to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no fault of the party receiving the information hereafter disclosed in a publicly <br />available source; (c) is in rightful possession of the party receiving the information <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of <br />law; or (e) is independently developed by the receiving party without reference to <br />information disclosed by the other party hereunder. <br /> <br />8. CONFLICT OF INTEREST CLAUSE <br /> <br />Consultant 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. <br /> <br />4 <br />