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receive compensation and agrees to indemnify the City for any work performed prior to approval <br />of insurance by the City. <br />8. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including death, and claims for property damage, which may arise from the direct <br />or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or <br />other persons acting on their behalf which relates to the services described in section 1 of this <br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, <br />judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. <br />This indemnity and hold harmless agreement applies to all claims for damages, just <br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, <br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising <br />from this Agreement. <br />9. 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 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the <br />Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of <br />law; or (e) is independently developed by the Consultant without reference to information <br />disclosed by the City. <br />10. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />11. 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 telefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />