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Agreement; however, the services to be provided by Omega shall be provided in a manner consistent with all applicable standards and regulations governing such services. Omega shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Reserved. 6. lNDEMNlFlCA TlON Omega shall hold and keep harmless the City and all officers, employees. volunteers and agents thereof from damages, costs or expenses in law or equity that may at any time arise or be set up because of injuries to or death of persons or damage to, loss, or theft of property, including City's personnel and property, or from any claim that Omega's services or products infringe a proprietary right, patent or copyright arising by reason of, or in the course of, Omega's or Omega's contractors, subcontractors, agents, employees, or other persons acting on their behalfs negligent performance of this contract; arising out of Omega's or Omega's contractors, subcontractors, agents, employees, or other persons acting on their behalfs performance of this contract, and Omega, at its own expense, cost and risk, shall defend, with counsel appointed by City, any and all actions, suits or other legal proceedings that may be brought or instituted against the City or officers, employees, volunteers or agents thereof on any such claim or demand, and payor satisfy any judgment that may be rendered against the City or officers, employees, volunteers or agents thereof in any such action, suit or legal proceedings. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Omega receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Omega 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 Omega disclosed in a publicly available source; (c) is in rightful possession of Omega without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Omega without reference to information disclosed by the City.