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c. The following requirements apply to the insurance to be provided by Consultant pursuant to this section- (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement, Ci i) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. £ ifConsultant fails or refuses to produce or 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 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant agrees to and shall indemnify, hold harmless and defend the City, its officers, agents; employees, consultants, special counsel, and representatives from and against alt third - party claims, demands, actions, losses, damages or expenses (including reasonable attorney's fees and court costs related to such defense) (collectively "Liabilities'"} arising out of or resulting from: (1) willful misconduct or gross negligence of Consultant under this Agreement; or (2) bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence of Consultant, its personnel or agents in connection with the performance of the services hereunder. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY ITT If either party receives from the other party informations which due to the nature of such information is reasonably understood to be confidential and/or proprietary, the receiving party agrees that it shall not use or disclose such information of the disclosing party except in the performance of this Agreement, and fiarther 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" shrill 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 i s 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 receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving party without an obligation of confidentiality, (d) is required to be disclosed by operation of law; or (e) is independently developed by the receiving party Without reference to information disclosed by the disclosing party. 25G -5