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effects arising f-o n this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Consultant receives fi•om the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that. it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law, or (e) is independently developed by the Consultant without reference to information disclosed by the City. Consultant further agrees to maintain the safety and security of access to the City's computer servers to the extent that the safety or security is compromised by Consultant's access to the servers to carry out the terms of this Agreement. If there is a security breach of City's servers or computer system of which Consultant becomes aware during Consultant's access to the system or servers or otherwise as a result of Consultant's access thereto, Consultant will notify City immediately (arid in no case less than 24 hours later). 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647 -6956