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e. If Consultant fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to furnish the Agency with required proof that insurance has been
<br />procured and is in force and paid for, the Agency shall have the right, at the Agency's election,
<br />to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be
<br />paid for its time and materials expended prior to notification of termination. Consultant waives
<br />the right to receive compensation and agrees to indemnify the Agency for any work performed
<br />prior to approval of insurance by the Agency.
<br />6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold hanuless the Agency, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1) 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; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
<br />arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
<br />for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
<br />have been suffered, by reason of the events referred to in this Section or by reason of the terms
<br />of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the Agency, including fees and costs for special
<br />counsel to be selected by the 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. Agency may make all reasonable decisions
<br />with respect to its representation in any legal proceeding.
<br />7. CONFIDENTIALITY
<br />If Consultant receives from the Agency 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; (e) 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 Agency.
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