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on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any <br />claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by <br />reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless <br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief <br />suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason <br />of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold <br />harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be <br />selected by the City, regarding any action by a third party challenging the validity of this Agreement, or <br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to <br />personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City <br />may make all reasonable decisions with respect to its representation in any legal proceeding. <br />7. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information " shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other patty is covered by this Agreement. The foregoing obligations of non -use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br />(b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful <br />possession of the Contractor without an obligation of confidentiality, (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the Contractor without reference to information <br />disclosed by the City. <br />8. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />9. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner <br />provided in this Section, to the following persons: <br />To City: Clerk 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 copy to: <br />Executive Director — Public Works Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M -21) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />