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e. If Contractor fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the City with required proof that insurance has been procured <br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith <br />terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its <br />time and materials expended prior to notification of termination. Contractor waives the right to <br />receive compensation and agrees to indemnify the City for any work performed prior to approval <br />of insurance by the City. <br />6. INDEMNIFICATION <br />Contractor 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 death, and claims for property damage, which may arise from the direct <br />or indirect operations of the Contractor 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. 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. The Contractor further agrees to indemnify, <br />hold harmless, and pay all costs for the defense of the City, including fees and costs for special <br />counsel to be selected by the City, regarding any action by a third party asserting that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or <br />property rights arises by reason of the terms of, or effects arising from this Agreement. City may <br />make all reasonable decisions with respect to its representation in any legal proceeding. <br />7. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the <br />Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of <br />law; or (e) is independently developed by the Contractor without reference to information <br />disclosed by the City. <br />8. CONFLICT OF INTEREST CLAUSE <br />Contractor 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 />