25E - AGMT - BROKER SERVICES - Laserfiche WebLink

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7. INDEMNIFICATION Broker agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence, recklessness or willful misconduct of the Broker or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. 8. CONFIDENTIALITY If Broker receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Broker 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 Broker disclosed in a publicly available source; (c) is in rightful possession of the Broker without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Broker without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Broker covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 facsimile (714) 647-6956 With courtesy copy to: FMSA- Fleet Maintenance City of Santa Ana 215 S. Center Street Santa Ana, California 92703 facsimile (714) 647-3539 25E-5