MGT OF AMERCIA, INC. 1 - 2010 - Laserfiche WebLink

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f. If Consultant fails or refuses o produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior tonotification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counse , and representatives from liability: (1) for personal injury, damages, just compensation, re titution, judicial or equitable relief arising out of claims for personal injury, including death, an claims for property damage, which may arise from the negligence, recklessness or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or her persons acting on their behalf which relates to the services described in section 1 of this greement; and (2) from any claim that personal injury, damages, just compensation, restitutio , judicial or equitable relief is due by reason of the negligence, recklessness or willful mis onduct of Consultant arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal njury, damages, just compensation, restitution, judicial or equitable relief due to personal or prop rty rights arises by reason of the terms of, or effects arising from this Agreement. City ma make all reasonable decisions with respect to its representation in any legal proceeding. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood t be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such in rmation 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, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Con idential information includes not only written information, but also information trans erred 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 ofthe Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without a obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by t e City. 4