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<br />7. CONFIDENTIALITY <br /> <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 /> <br />8. CONFLICT OF INTEREST CLAUSE <br /> <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 /> <br />9. NOTICE <br /> <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 telefacsimile <br />or other telegraphic communication in the manner provided in this Section, to the <br />following persons: <br /> <br />To City: <br /> <br />City Manager <br />City of Santa Ana <br />20 Civic Center Plaza (M-31) <br />P.O. Box 1988 <br />Santa Ana, CA 92702-1988 <br /> <br />To Consultant: <br /> <br />Management Partners, Incorporated <br />Attn: Jan Perkins <br />5 Park Plaza, Suite 1520 <br />Irvine, CA 92614 <br /> <br />A party may change its address by giving notice in writing to the other party. If <br />sent by mail, communication shall be effective or deemed to have been given three (3) <br />