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<br />f. Certificates of insurance evidencing the coverages required by the clauses set forth <br />above shall be filed with City prior to the effective date of this Agreement. This is a condition <br />precedent to the formation of any obligation by City to compensate Contractor under this <br />agreement. <br /> <br />6. INDEMNIFICATION <br /> <br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, Contractors, special counsel, and representatives from liability: (1) for personal <br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims <br />for personal injury, including health, and claims for property damage, which may arise from the <br />direct or indirect operations of the Contractor or its contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf which relates to the services described in <br />section 1 of this Agreement; and (2) from any claim that personal injury, damages, just <br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects <br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims <br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to <br />have been suffered, by reason of the events referred to in this Section or by reason of the terms <br />of, or effects, arising from this Agreement. The Contractor 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 validity <br />of this Agreement, or asserting that personal injury, damages, just compensation, restitution, <br />judicial or 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 to its <br />representation in any legal proceeding. <br /> <br />7. CONFIDENTIALITY <br /> <br />If Contractor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />further agrees to exercise the same degree of care it uses to protect its own information of like <br />importance, but in no event less than reasonable care. "Confidential Information" shall include <br />all nonpublic information. Confidential information includes not only written information, but <br />also information transferred orally, visually, electronically, or by other means. Confidential <br />information disclosed to either party by any subsidiary and/or agent of the other party is covered <br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to <br />any information that (a) has been disclosed in publicly available sources; (b) is, through no fault <br />of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the <br />Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of <br />law; or (e) is independently developed by the Contractor without reference to information <br />disclosed by the City. <br /> <br />4 <br />