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c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. d. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Each party agrees to defend, indemnify and hold harmless the other party, its officers, agents, employees, consultants, special counsel, and representatives from and against any and all demands, claims, actions, losses, liabilities, damages and costs arising out of or in connection with the performance of this Agreement, caused in whole or in part by the negligent acts or omissions, or the willful misconduct of the indemnifying party, its officers, agents, employees, subcontractors or of anyone for whose acts the indemnifying party may be liable, except where caused by the sole negligence or willful misconduct of the indemnified party. 7. CONFIDENTIALITY/FILE SECURITY Reasonable security provisions will be provided by Consultant to insure that access to City computer records and files will be available only to City. Consultant cannot guarantee against loss or alteration of computer records, but will take reasonable precautions to prevent such occurrences. Consultant will hold all City data in strict confidence and shall not provide any data to any other party unless directed by City in writing. If either party receives from the other party regarding information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, the receiving party 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" shall include all nonpublic information. Confidential information includes not only written information, 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 information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the receiving party without reference to information disclosed by the other party. 25D-5