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including death, and claims for property damage, which may arise from the negligent acts, <br />willful misconduct, or omissions of ARAMARK or its contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf in their performance of the services described <br />in section 1 of this Agreement. CITY may make all reasonable decisions with respect to its <br />representation in any legal proceeding. The CITY shall promptly notify ARAMARK of any <br />claim for which indemnity is sought, and shall cooperate with ARAMARK in the investigation <br />and defense of such claim. ARAMARK shall have the sole discretion to defend and settle such <br />claim. <br />7. CONFIDENTIALITY <br />If either party receives from the other party information which due to the nature of such <br />information is reasonably understood to be confidential and /or proprietary, the receiving party <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br />information of like importance, but in no event less than reasonable care. "Confidential <br />Information" shall include all nonpublic information. Confidential information includes not only <br />written information, but also information transferred orally, visually, electronically, or by other <br />means. Confidential information disclosed to either party by any subsidiary and /or agent of the <br />other party is covered by this Agreement. The foregoing obligations of non -use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the receiving party disclosed in a publicly available source; (c) <br />is in rightful possession of the receiving party without an obligation of confidentiality; (d) is <br />required to be disclosed by operation of law; or (e) is independently developed by the receiving <br />party without reference to information disclosed by the other party. <br />8. CONFLICT OF INTEREST CLAUSE <br />ARAMARK covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services specified <br />under this Agreement. <br />9. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other <br />telegraphic communication in the manner provided in this Section, to the following persons: <br />To CITY: Clerk of the City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M -30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 -1988 <br />telefacsimile (714) 647 -6956 <br />