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and may not be copyrighted without prior review from the City, and (b) the authors of all such <br />material, whether copyrighted or not, award to the City, and to its officers, agents and employees <br />acting within the scope of their official duties, as a condition of payment to the Consultant, a <br />royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to <br />disclose, publish, translate, reproduce, and use such materials. <br />8. 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 />9. 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. <br />10. 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: Cleric 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 />With courtesy copies to: <br />Public Works Agency —Design Engineering <br />City of Santa Ana <br />20 Civic Center Plaza (M-36) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />telefacsimile (714) 973-1461 <br />