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3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, <br />procedures, drawings, descriptions, computer program data, input record data, written <br />information, and other Documents and Data either created by or provided to Consultant in <br />connection with the performance of this Agreement shall be held confidential by Consultant. <br />Such materials shall not, without the prior written consent of City, be used by Consultant for any <br />purposes other than the performance of the Services. Nor shall such materials be disclosed to <br />any person or entity not connected with the performance of the Services or the Project. Nothing <br />furnished to Consultant which is otherwise known to Consultant or is generally known, or has <br />become known, to the related industry shall be deemed confidential. Consultant shall not use <br />City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or <br />the Project in any magazine, trade paper, newspaper, television or radio production or other <br />similar medium without the prior written consent of City. <br />3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one <br />another, and shall take any additional acts or sign any additional documents as may be necessary, <br />appropriate or convenient to attain the purposes of this Agreement. <br />3.5.5 Attorney's Fees. If either party commences an action against the other <br />party, either legal, administrative or otherwise, arising out of or in connection with this <br />Agreement, the prevailing party in such litigation shall be entitled to have and recover from the <br />losing party reasonable attorney's fees and all other costs of such action. <br />3.5.6 Indemnification. Consultant agrees to and shall defend, indemnify and <br />hold hanmless the City, its officers, agents, employees and consultants from and against any <br />damages or claims resulting from or arising out of Consultant's negligent or wrongful acts, errors <br />or omissions. <br />3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the <br />parties with respect to the subject matter hereof, and supersedes all prior negotiations, <br />understandings or agreements. This Agreement may only be modified by a writing signed by <br />both parties. <br />3.5.8 Governing Law. This Agreement shall be governed by the laws of the <br />State of California. Venue shall be in Orange County. <br />3.5.9 Time of Essence. Time is of the essence for each and every provision of <br />this Agreement. <br />3.5. 10 City's Right to Employ Other Consultants. City reserves right to employ <br />other consultants in connection with this Project. <br />3.5.11 Successors and Assigns. This Agreement shall be binding on the <br />successors and assigns of the parties. <br />3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or <br />transfer, either directly or by operation of law, this Agreement or any interest herein without the <br />prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, <br />8 <br />99999.91060\2925571.4 <br />