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and materials expended prior to notification of termination. Consultant 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 />8. INDEMNIFICATION
<br />To the fullest extent permitted by law, Consultant shall indemnify, hold harmless City, its
<br />officers, agents and employees (collectively, the "indemnified parties") from and against any and
<br />all claims (including, without limitation, claims for bodily injury, death or damage to property),
<br />demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines,
<br />penalties, liabilities, costs and expenses (including, without limitation, reasonable attorney's fees,
<br />disbursements and court costs) of every kind and nature whatsoever (individually, a claim;
<br />collectively, "claims"), which may arise from or in any manner related (directly or indirectly) to
<br />any work performed or services provided under this Agreement (including, without limitation,
<br />defects in workmanship and/or materials) or Consultant's presence or activities conducted
<br />performing the work (including the negligent and/or wrongful acts, errors and/or omissions of
<br />Consultant, its principals, officers, agents, employees, vendors, suppliers, contractors,
<br />subconsultants, anyone employed directly or indirectly by any of them or for whose acts they may
<br />be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed
<br />to require consultant to indemnify the indemnified parties from any claim arising from the sole
<br />negligence or willful misconduct of the indemnified parties. Nothing in this indemnity shall be
<br />construed as authorizing any award of attorney's fees in any action on or to enforce the terms of
<br />this contract. This indemnity shall apply to all claims and liability regardless of whether any
<br />insurance policies are applicable. The policy limits do not act as a limitation upon the amount of
<br />indemnification to be provided by the Consultant.
<br />9. 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 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the
<br />Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of
<br />law; or (e) is independently developed by the Consultant without reference to information
<br />disclosed by the City.
<br />10. 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 this
<br />Agreement.
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