REDFLEX TRAFFIC SYSTEMS 1 - 2002

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i.. ..r active (direct) or passive (indirect) operations and execution of the work covered by this Agreement by the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in this Agreement; (2) from any claim, whether the same proceed to judgment or not, that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reasons of the terms of or effects arising from this Agreement; and (3) any material representation, inaccuracy or breach of any covenant, warranty or representation of the Contractor in this Agreement. This indemnity and hold harmless agreement applies to all claims for damages (including reasonable attorneys', accountants' and expert witness' fees). The City may make all reasonable decisions with respect to its representation in any legal proceeding. 15. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information 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. Confidential information includes not only written information, but also information transferred 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 of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 16. LICENSES; RESERVATION OF RIGHTS Subject to the terms and conditions of this Agreement, Contractor hereby grants the City, and the City hereby accepts from Contractor upon the terms and conditions herein specified, a non - exclusive, non - transferable license during the Term of this Agreement to: (a) solely within the City of Santa Ana, access and use the Redflex System for the sole purpose of reviewing Potential Violations and authorizing the issuance of Citations pursuant to the terms of this Agreement, and to print copies of any content posted on the Redflex System in connection therewith, (b) disclose to the public (including outside of the City of Santa Ana) that Contractor is providing services to the City in connection with Redlight Photo Enforcement Program pursuant to the terms of this Agreement, and (c) use and display the Redflex Marks on or in marketing, public awareness or education, or other publications or materials relating to the Redlight Photo Enforcement Program, so long as any and all such publications or materials are approved in advance by Contractor. The Contractor hereby represents and warrants and the City hereby acknowledges and agrees that: (a) Contractor is the sole and exclusive owner of the Redflex System, the Redflex Marks, all Intellectual Property arising from or relating to the Redflex System, and any and all related Equipment, (b) the City neither has nor makes any claim to any right, title or interest in any of 13