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provided that any such use not within the purposes intended by this Agreement shall be at City's
<br />sole risk.
<br />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 />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 />5.5 Attorney's Fees. If either parry 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 parry 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 />5.6 Indemnification. Each Party shall defend, indemnify and hold the other
<br />Party and their officials, officers, employees, volunteers and agents free and harmless from any
<br />and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in
<br />law or equity, to property or persons, including wrongful death, to the extent arising out of or
<br />incident to any alleged acts, omissions or willful misconduct of the indemnifying Party or their
<br />officials, officers, employees, agents, consultants and contractors arising out of or in connection
<br />with their activities, services or responsibilities under this Agreement, including without
<br />limitation the payment of all consequential damages and attorneys fees and other related costs
<br />and expenses. The obligation to indemnify hereunder shall not be restricted to insurance
<br />proceeds, if any, received by the either Party or their directors, officials, officers, employees,
<br />agents or volunteers.
<br />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 />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 />5.9 Time of Essence. Time is of the essence for each and every provision of
<br />this Agreement.
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