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arising out of claims for personal injury, including death, and claims for property <br />damage, which may arise from the negligence, recklessness or willful misconduct of the <br />Contractor or its contractors, subcontractors, agents, employees, or other persons acting <br />on their behalf which relates to the services described in section 1 of this Agreement; and <br />(2) from any claim that personal injury, damages, just compensation, restitution, judicial <br />or equitable relief is due by reason of the negligence, recklessness or willful misconduct <br />of Contractor arising from this Agreement. The Contractor further agrees to indemnify, <br />hold harmless, and pay all costs for the defense of the City, including fees and costs for <br />special counsel to be selected by the City, regarding any action by a third party asserting <br />that personal injury, damages, just compensation, restitution, judicial or equitable relief <br />due to personal or property rights arises by reason of the terms of, or effects arising from <br />this Agreement. City may make all reasonable decisions with respect to its representation <br />in any legal proceeding. Notwithstanding the foregoing, nothing herein shall be <br />construed to require Contractor to indemnify the indemnified parties from any claim <br />arising from the sole negligence or willful misconduct of the indemnified parties. <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 <br />agrees that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its <br />own information of like importance, but in no event less than reasonable care. <br />"Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, <br />visually, electronically, or by other means. Confidential information disclosed to either <br />party by any subsidiary and /or agent of the other party is covered by this Agreement. <br />The foregoing obligations of non -use and nondisclosure shall not apply to any <br />information that (a) has been disclosed in publicly available sources; (b) is, through no <br />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 <br />disclosed by operation of law; or (e) is independently developed by the Contractor <br />without reference to information disclosed by the City. <br />8. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services <br />specified under 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 <br />person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or <br />