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all matters pertaining thereto. City will keep Attorneys informed of all significant developments in <br /> matters relating to any representation undertaken by Attorneys. <br /> Attorneys further agree, if and when their employment hereunder is terminated by City, as <br /> hereinafter specified, they shall return to City Attorney any and all files then in their possession <br /> concerning each and every matter or proceeding in which they represented the City pursuant to this <br /> Agreement. <br /> 5. ATTORNEYS INDEPENDENT CONTRACTORS. <br /> It is mutually agreed by and between the parties that, in the performance of their covenants <br /> hereunder, Attorneys are and shall be independent contractors, and not officers or employees of <br /> City. <br /> 6. INSURANCE <br /> Prior to undertaking performance of work under this Agreement, Attorneys shall provide <br /> proof to the City Attorney of Professional Liability (errors and omissions) insurance, with a <br /> combined single limit of not less than $1,000,000 per claim, and maintain such insurance <br /> throughout the term of this Agreement. <br /> If Attorneys fails or refuses to produce and maintain the insurance required by this <br /> section or fails or refuses to furnish the City with required proof that insurance has been procured <br /> and is in force and paid for, the City shall have the right, at the City's election, to forthwith <br /> terminate this Agreement. Such termination shall not affect Attorneys' right to be paid for its <br /> time and materials expended prior to notification of termination. Attorneys waive the right to <br /> receive compensation and agree to indemnify the City for any work performed prior to approval <br /> of insurance by the City. <br /> 7. INDEMNIFICATION <br /> Attorneys agree to and shall indemnify and hold harmless the City, its officers, agents, <br /> employees, and representatives from liability for personal injury, damages, restitution, judicial or <br /> equitable relief arising out of Attorneys' negligent or wrongful performance or conduct of this <br /> Agreement. <br /> 8. CONFIDENTIALITY <br /> If Attorneys receive from the City information which due to the nature of such <br /> information is reasonably understood to be confidential and/or proprietary, Attorneys agree 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 Attorneys disclosed in a publicly available source; (c) is in rightful possession of the <br /> <br /> Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of <br /> 2 <br /> 251-4 <br /> <br />