|
applicable withholding taxes. Provider is not an agent, representative or employee of City and
<br /> Provider shall have no authority to act on behalf of the City.
<br /> 5. INSURANCE
<br /> Insurance requirements attached hereto as Exhibit B,
<br /> 6. INDEMNIFICATION
<br /> Provider agrees to and shall indemnify, defend and hold harmless the City, its officers,
<br /> agents, employees,consultants, special counsel,and representatives from liability: (1)for personal
<br /> injury, damages,just compensation,restitution,judicial or equitable relief arising out of claims for
<br /> personal injury, including death, and claims for property damage, which may arise from the
<br /> negligent operations of the Provider or its contractors, subcontractors, agents,employees, or other
<br /> persons acting on their behalf which relates to the services described in section I of this
<br /> Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,
<br /> judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement,
<br /> to the extent that the injury, damages,just compensation, restitution,judicial or equitable relief is
<br /> caused by the negligence of the Provider. This indemnity and hold harmless agreement applies to
<br /> all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br /> alleged to have been suffered, by reason of the events referred to in this Section or by reason of
<br /> the terms of,or effects, arising from this Agreement. City may make all reasonable decisions with
<br /> respect to its representation in any legal proceeding. In no case will Provider be required to
<br /> indemnify or hold harmless the City from injury, damages,just compensation, restitution,judicial
<br /> or equitable relief caused by the negligence of the City.
<br /> 7. CONFIDENTIALITY
<br /> If Provider receives from the City information which due to the nature of such information
<br /> is reasonably understood to be confidential and/or proprietary, Provider agrees that it shall not use
<br /> or disclose such information except in the performance of this Agreement, and further agrees to
<br /> exercise the same degree of care it uses to protect its own information of like importance, but in
<br /> no event less than reasonable care. "Confidential Information" shall include all nonpublic
<br /> information, including but not limited to student records: Confidential information includes not
<br /> only written information, but also information transferred orally, visually, electronically, or by
<br /> other means. Confidential information disclosed to either Party by any subsidiary and/or agent of
<br /> the other Party is covered by this Agreement. The foregoing obligations of non-use and
<br /> nondisclosure shall not apply to any information that(a) has been disclosed in publicly available
<br /> sources; (b) is, through no fault of the Provider disclosed in a publicly available source; (c) is in
<br /> rightful possession of the Provider without an obligation of confidentiality; (d) is required to be
<br /> disclosed by operation of law;or(e) is independently developed by the Provider without reference
<br /> to information disclosed by the City.
<br /> Page 3 of 8
<br />
|