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(iii) Certificates and policies shall state that the policies shall not be cancelled <br />or reduced in cw,erage or changed in any other material aspect without <br />thirty (30) days prior written notice to the Successor Agency. <br />e. If Consultant fails or refuses to produce or maintain the insurance required by this <br />section or fails or refuses to furnish the Successor Agency with required proof that insurance has <br />been procured and is in force and paid for, the Successor Agency shall have the right, at the <br />Successor Agency's election, to forthwith terminate this Agreement. Such termination shall not <br />effect Consultant's right to be paid for its time and materials expended prior to notification of <br />termination. Consultant waives the right to receive compensation and agrees to indemnify the <br />Successor Agency for any work performed prior to approval of insurance by the Successor <br />Agency. <br />6. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold ha; ::Mess the Successor Agency, its <br />officers, agents, employees, consultants, special counsel, and representatives from liability for <br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of <br />claims for personal injury, including health, and claims for property damage, which may arise <br />from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf which relates to the services described in <br />section 1 of this Agreement. The Consaltant further agrees to indemnify, hold harmless, and pay <br />all costs for the defense of the Successor Agency, including fees and costs for special counsel to <br />be selected by the Successor Agency, regarding any action by a third party challenging the <br />validity of this Agreement, or 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. Successor Agency may make all reasonable <br />decisions with respect to its representation in any legal proceeding. <br />7. CONFIDENTIALITY <br />If Consultant receives from the Successor Agency information which due to the nature of <br />such information is reasonably understood to be confidential and/or proprietary, Consultant <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 Consultant disclosed in a publicly available source; (c) is <br />in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to <br />be disclosed by operation of law; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the Successor Agency. <br />EXHIBIT l <br />5-5