THE PETERSON GROUP - 2008 - Laserfiche WebLink

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INDEMNIFICATION Each party to this Agreement agrees to indemnify and hold the other party harmless from and against any and all damages, liabilities, actions, suits, proceedings, claims, losses, costs and expenses including, without limitation, reasonable attorneys' fees, caused directly or indirectly by or as a result of that party's breach of any obligation under this Agreement, or a failure of that party's representation or warranty given hereunder. 8. CONFIDENTIALITY Except as required by the California Public Records Act, each party to this Agreement ("Receiving Party") agrees that it shall not, at any time, disclose to any third party, not a party to this Agreement, any Proprietary Information of another party to this Agreement ("Disclosing Party") which has been disclosed to it by Disclosing Party except with the prior written consent of the Disclosing Party. Proprietary Information means information, ideas and materials of or about Disclosing Party, its affiliates, customers, clients and vendors, which Disclosing Party takes reasonable steps to keep confidential and may include information, ideas or materials relating to technology, intellectual property, products, plans, processes, employees, finances, but does not include information which is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement; was available to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party; or becomes available to the Receiving Party on a non-confidential basis from a person in legitimate possession of such information who is not otherwise under an obligation not to transmit such information. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copies to: Executive Director of Public Works