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7. INDEMNIFICATION <br />Consultant agrees to and shall defend, indemnify and hold harmless the City, its <br />officers, agents, employees, consultants, special counsel, and representatives from any <br />and all claims, demands, damages, costs, expenses, judgments or liability of any nature <br />whatsoever which may arise from the negligence, recklessness or willful misconduct of <br />the Consultant or its contractors, subcontractors, agents, employees, or other persons <br />acting on their behalf in the provision of the services described in section 1 of this <br />Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs <br />for the defense of the City, including fees and costs for special counsel to be selected by <br />the City, regarding any action by a third party asserting that personal injury, damages, <br />just compensation, restitution, judicial or equitable relief due to personal or property <br />rights arises from the negligence, recklessness or willful misconduct of Consultant in the <br />provision of services. City may make all reasonable decisions with respect to its <br />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 <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its <br />own information of like importance, but in no event less than reasonable care. <br />"Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, <br />visually, electronically, or by other means. Confidential information disclosed to either <br />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 <br />information that (a) has been disclosed in publicly available sources; (b) is, through no <br />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 <br />without 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, <br />direct or indirect, which would conflict in any manner with performance of services <br />specified under this 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 <br />person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or <br />