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retention hereunder is terminated by City, as hereinafter specified, the Company and/or its employees shall return to City Attorney any and all files then in their possession concerning each and every matter or proceeding in which they represented the City pursuant to this Agreement. 5. TERM The term of this Agreement shall commence on the date first written above and terminate one (1) year from said commencement date, unless terminated earlier pursuant to Section 14 below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the City Attorney for the City. 6. INDEPENDENT CONTRACTORS It is mutually agreed by and between the parties that in the performance of the covenants hereunder, Company and/or its employees are and shall be independent contractors, and not officers or employees of City. 7. INSURANCE Company shall provide to the City Attorney proof of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement. If Company fails or refuses to produce and maintain the insurance required by this section, or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Company's right to be paid for its time and materials expended prior to notification of termination. 8. INDEMNIFICATION Company agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief arising out of the negligent or wrongful performance or conduct under this Agreement by the Company and/or its employees. 9. CONFIDENTIALITY If Company and/or its employees receive from the City information, which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Company agrees that it shall not use or disclose such infonnation 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 Company, disclosed in a publicly available source; (c) is in rightful possession of the Company without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Company without reference to information disclosed by the City. 10, CONFLICT OF INTEREST CLAUSE Company affirms that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 2 251 -22