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6. 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 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 arise from the sole
<br />negligence or willful misconduct of the Consultant or its contractors, subcontractors, agents,
<br />employees, or other persons acting on Consultant's behalf in regards to Consultant's
<br />performance of the services described in Section 1 of this Agreement. This indemnity and hold
<br />harmless agreement applies to all claims for damages, just compensation, restitution, judicial or
<br />equitable relief suffered by reasons of events referred to in this Section. The Consultant further
<br />agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees
<br />and costs for special counsel to be selected by the City, regarding any action by a third party
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises out of the sole negligence or willful misconduct of
<br />Consultant or its contractors, subcontractors, agents, employees, or other persons acting on
<br />Consultant's behalf in regards to Consultant's performance of the services described in Section 1
<br />of this Agreement. City may make all reasonable decisions with respect to its representation in
<br />any legal proceeding. However, it is expressly understood that such indemnification shall not
<br />extend to, and Consultant shall not be responsible for, damages caused by the negligent or willful
<br />acts or omissions of the City, its officers, agents, employees, or third party contractors.
<br />7. 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
<br />that it shall not use or disclose such information except in the performance of this Agreement,
<br />and further agrees to exercise the same degree of care it uses to protect its own information of
<br />like importance, but in no event less than reasonable care. "Confidential Information" shall
<br />include all nonpublic information. Confidential information includes not only written
<br />information, but also information transferred orally, visually, electronically, or by other means.
<br />Confidential information disclosed to either party by any subsidiary and/or agent of the other
<br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
<br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
<br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
<br />possession of the Consultant without an obligation of confidentiality; (d) is required to be
<br />disclosed by operation of law; or (e) is independently developed by the Consultant without
<br />reference to information disclosed by the City.
<br />8. 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
<br />this Agreement.
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