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4. INDEPENDENT CONTRACTOR
<br />Sponsor shall, during the entire term of this Agreement, be construed to be an
<br />independent contractor and not an employee of the City. This Agreement is not intended nor
<br />shall it be construed to create an employer-employee relationship, a joint venture relationship, or
<br />to allow the City to exercise discretion or control over the professional manner in which Sponsor
<br />performs the services which are the subject matter of this Agreement; however, the services to be
<br />provided by Sponsor shall be provided in a manner consistent with all applicable standards and
<br />regulations governing such services. Sponsor shall pay all salaries and wages, employer's social
<br />security taxes, unemployment insurance and similar taxes relating to employees and shall be
<br />responsible for all applicable withholding taxes.
<br />5. INSURANCE
<br />By agreement of the parties, City shaft add Sponsor to the City's Special Event insurance
<br />coverage.
<br />6. INDEMNIFICATION
<br />To the fullest extent permitted by law, Sponsor shall indemnify, defend and hold
<br />harmless City, its officers, agents and employees (collectively, the "indemnified parties") from
<br />and against any and all claims (including, without limitation, claims for bodily injury, death or
<br />damage to property), demands, obligations, damages, actions, causes of action, suits, losses,
<br />judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
<br />attorney's fees, disbursements and court costs) of every kind and nature whatsoever
<br />(individually, a claim; collectively, "claims"), which may arise from or in any manner related
<br />(directly or indirectly) to any work performed or services provided under this Agreement
<br />(including, without limitation, defects in workmanship and/or materials) or Sponsor's presence
<br />or activities conducted performing the work (including the negligent and/or willful acts, errors
<br />and/or omissions of Sponsor, its principals, officers, agents, employees, vendors, suppliers,
<br />contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose
<br />acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein
<br />shall be construed to require Sponsor to indemnify the indemnified parties from any claim
<br />arising from the sole negligence or willful misconduct of the indemnified parties. This indemnity
<br />shall apply to all claims and liability regardless of whether any insurance policies are applicable.
<br />The policy limits do not act as a limitation upon the amount of indemnification to be provided by
<br />the Sponsor.
<br />CONFIDENTIALITY
<br />If Sponsor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Sponsor agrees that it
<br />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
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