Laserfiche WebLink
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to <br />have been suffered, by reason of the events referred to in this Section or by reason of the terns <br />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 <br />counsel to be selected by the City, regarding any action by a third party asserting that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or <br />property rights arises by reason of the terms of, or effects arising from this Agreement. City may <br />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 <br />information is reasonably understood to be confidential and /or proprietary, Contractor agrees that <br />it 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 <br />any information that (a) has been disclosed in publicly available sources; (b) is, through no fault <br />of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the <br />Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of <br />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 <br />or indirect, which would conflict in any manner with performance of services specified under <br />this Agreement. <br />9. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other <br />telegraphic communication in the manner 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.Q. Box 1988 <br />Santa Ana, CA 92702 -1988 <br />Fax 714- 647 -6956 <br />Page 4 <br />25G -15 <br />