|
INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the Agency, its
<br />officers, agents, employees, consultants, special counsel, and representatives from
<br />liability: (1) for personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief arising out of claims for personal injury, including health, and claims for
<br />property damage, which may arise from the direct or indirect negligent performance of
<br />services of the Consultant or its contractors, subcontractors, agents, employees, or other
<br />persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief is due by reason of the terms of or effects arising
<br />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
<br />alleged to have been suffered, by reason of the events referred to in this Section or by
<br />reason of the terms of, or effects, arising from this Agreement. The Consultant further
<br />agrees to indemnify, hold harmless, and pay all costs for the defense of the Agency,
<br />including fees and costs for special counsel to be selected by the Agency, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terns of, or effects arising from this
<br />Agreement. Agency may make all reasonable decisions with respect to its representation
<br />in any legal proceeding.
<br />8. CONFIDENTIALITY
<br />If Consultant receives from the Agency information which due to the nature of
<br />such information is reasonably understood to be confidential and/or proprietary,
<br />Consultant agrees that it shall not use or disclose such information except in the
<br />performance of this Agreement, and further agrees to exercise the same degree of care it
<br />uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information.
<br />Confidential information includes not only written information, but also information
<br />transferred orally, visually, electronically, or by other means. Confidential information
<br />disclosed to either party by any subsidiary and/or agent of the other party is covered by
<br />this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply
<br />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
<br />rightful possession of the Consultant without an obligation of confidentiality; (d) is
<br />required to be disclosed by operation of law; or (e) is independently developed by the
<br />Consultant without reference to information disclosed by the Agency.
<br />CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests,
<br />direct or indirect, which would conflict in any mariner with performance of services
<br />specified under this Agreement.
<br />5-430
<br />
|