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7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, and special counsel from liability for personal injury, or just compensation, arising out of claims for personal injury, including health, and claims for property damage, to the extent they arise from the negligent or willfizl misconduct in the performance of operations or errors or omissions of the Consultant or its contractors, subcontractors, agents, employees, or othez• persons acting on their behalf which relates to the services described in section 1 of this Agreement. Inasmuch as measures to prevent or mitigate the effect of any act or terrorism are unique to the act, and the actions that may be taken in controlling, preventing oz• suppressing acts of terrorism are unique to the act, Consultant is not responsible to City for designing or advising on or otherwise taking measures to prevent or mitigate the effect of any act of #ez~•orism or any action which may be taken in controlling, preventing, suppressing or in any way relating to an act of terrorism. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant 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, butrn no event less than reasonable care, "Confidential Information" shall include aI1 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 the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality (d) is required to be disclosed by operation of la~v; or {e) is independently developed by the Consultant without reference to information disclosed by the City. 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: Page 4 of 8