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e. If Contractor fails or refuses to produce or 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 shal] have the right, at the City's election, to forthwith
<br />terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its
<br />time and materials expended prior to notification of termination. Contractor waives the right to
<br />receive compensation and agrees to indemnify the City for any work performed prior to approval
<br />of insurance by the City.
<br />6. INDEMNIFICATION
<br />Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, Contractors, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
<br />for personal injury, including health, and claims for property damage, which may arise from the
<br />direct or indirect operations of the Contractor or its contractors, subcontractors, agents,
<br />employees, or other persons acting on their behalf which relates to the services described in
<br />section 7 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have
<br />been suffered, by reason of the events referred to in this Section or by reason of the terms of, or
<br />effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless,
<br />and pay all costs for the defense of the City, including fees and costs for special counsel to be
<br />selected by the City, regarding any action by a third party challenging the validity of this
<br />Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief due to personal or property rights arises by reason ofthe terms of, or effects
<br />arising from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />7_ CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the
<br />Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
<br />law; or (e) is independently developed by the Contractor without reference to information
<br />disclosed by the City.
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