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I I <br />or other persons acting on their behalf which relates in any way to the services provided by <br />Contractor under this Agreement; and (2) from any claim that personal injury, damages, just <br />compensation, lost profits, restitution, or judicial or equitable relief or any other type of damage <br />whatsoever is due by reason of the terms of or effects arising from this Agreement or of the <br />Contractor's actions hereunder. This indemnity and hold harmless agreement applies to all <br />claims for damages, just compensation, restitution, lost profits or any other judicial or equitable <br />relief or damages suffered, or alleged to have been suffered, by reason of the events referred to in <br />this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor <br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, <br />including fees and costs for special counsel to be selected by the City, relative to any action by a <br />third party challenging the validity of this Agreement, or asserting that personal injury, damages, <br />just compensation, restitution, lost profits, or judicial or equitable relief or any other type of <br />damage whatsoever has arisen by reason of the terms of, or effects arising from this Agreement <br />or Contractor's actions hereunder. City may make all reasonable decisions with respect to its <br />representation in any legal proceeding. <br />8. CONFIDENTIALITY <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 <br />that it shall not use or disclose such information except in the performance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />like importance, but in no event less than reasonable care. "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure <br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no fault of the Contractor, disclosed in a publicly available source; (c) is in rightful <br />possession of the Contractor without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Contractor without <br />reference to information disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agreement. <br />10. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />El <br />