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e. The following requirements apply to the insurance to be provided by Provider <br />pursuant to this section: <br />(i) Provider shall maintain all insurance required above in full force and effect <br />for the entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be furnished to the City upon execution of <br />this Agreement and shall be approved in form by the City Attorney. <br />(iii) Certificates and policies shall state that the policies shall not be canceled <br />or reduced in coverage or changed in any other material aspect without <br />thirty (30) days prior written notice to the City. <br />f. If Provider fails or refuses to produce or maintain the insurance required by this section <br />or fails or refuses to furnish the City with required proof that insurance has been procured and is <br />in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this <br />Agreement. Such termination shall not effect Provider's right to be paid for its time and materials <br />expended prior to notification of termination. Provider waives the right to receive compensation <br />and agrees to indemnify the City for any work performed prior to approval of insurance by the <br />City. <br />6. INDEMNIFICATION <br />Provider agrees to and shall indemnify and hold harmless the City, its officers, agents, <br />employees, consultants, special counsel, and representatives from liability for personal injury, <br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for <br />personal injury, including health, and claims for property damage, which may arise from the <br />direct or indirect operations of the Provider or its contractors, subcontractors, agents, employees, <br />or other persons acting on their behalf which relates to the services described in section 1 of this <br />Agreement. The Provider further agrees to indemnify, hold harmless, and pay all costs for the <br />defense of the City, including fees and costs for special counsel to be selected by the City, <br />regarding any action by a third party asserting that personal injury, damages, just compensation, <br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the <br />terms of, or effects arising from this Agreement. City may make all reasonable decisions with <br />respect to its representation in any legal proceeding. <br />7. CONFIDENTIALITY <br />If Provider receives from the City information which due to the nature of such <br />Information is reasonably understood to be confidential and/or proprietary, Provider agrees that it <br />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 />-3-