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Consultant agrees to and shall indemnify and hold harmless the City, its officers and <br />employees from liability: (1) for personal injury, damages. just compensation, restitution, <br />judicial or equitable relief arising out of claims for personal injury, including health, and claims <br />for property damage, which may arise due to negligent acts. omissions or willful misconduct in <br />the pertormance of non - professional operations of the Consultant or its contractors, <br />subcontractors. agents. employees, or other persons acting on their behalf which relates to the <br />services described in section 1 of this Agreement; and (2) from any claim that personal injury, <br />damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms <br />of or effects to the extent arising from negligent acts, omissions or willful misconduct in the <br />performance of professional services under this Agreement. The Consultant further agrees to <br />indemnify, hold harmless, and pay all costs for the defense of the City, regarding any action by a <br />third party asserting that personal injury, damages, just compensation, restihdion, judicial or <br />equitable relief due to personal or property rights arises by reason of effects arising from <br />Consultant's performance of services under this Agreement. City may make all reasonable <br />decisions with respect to its representation in any legal proceeding. <br />8. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and /or proprietary, Consultant 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 Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br />9. CONFLICT OF INTEREST CLAUSE <br />Consultant 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 cormunication 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 />