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act as a limitation upon the amount of indemnification to be provided by the Partner. <br /> 8. CONFIDENTIALITY <br /> If Partner receives from the City information which due to the nature of such information <br /> is reasonably understood to be confidential and/or proprietary, Partner 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. Confidential information includes not only written information, but also information <br /> transferred orally, visually, electronically, or by other means. Confidential information disclosed <br /> to either party by any subsidiary and/or agent of the other party is covered by this Agreement. <br /> The foregoing obligations of non-use and nondisclosure shall not apply to any information that <br /> (a) has been disclosed in publicly available sources; (b) is, through no fault of the Partner <br /> disclosed in a publicly available source; (c) is in rightful possession of the Partner without an <br /> obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is <br /> independently developed by the Partner without reference to information disclosed by the City. <br /> 9. CONFLICT OF INTEREST CLAUSE <br /> Partner covenants that it presently has no interests and shall not have interests, direct or <br /> indirect, which would conflict in any manner with performance of services specified under this <br /> Agreement. <br /> 10. NOTICE <br /> Any notice, tender, demand, delivery, or other communication 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 facsimile or other telegraphic <br /> communication in the manner provided in this Section, to the following persons: <br /> To City: City Clerk <br /> City of Santa Ana <br /> 20 Civic Center Plaza (M-30) <br /> P,O. Box 1988 <br /> Santa Ana, CA 92702-1988 <br /> Fax: 714-647-6956 <br /> Copies to: Executive Director, <br /> Parks,Recreation & Community Services Agency <br /> City of Santa Ana <br /> 20 Civic Center Plaza(M-23) <br /> Santa Ana, California 92702 <br /> Page 3 of 6 <br />