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7. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers,
<br />agents, employees, consultants, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising
<br />out of claims for personal injury, including health, and claims for property damage, which
<br />may arise from the direct or indirect negligent performance of services of the Consultant or
<br />its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the services described in section I of this Agreement; and (2) fiorn any
<br />claim that personal injury, damages, just compensation, restitution, judicial or equitable
<br />relief is due by reason of the terms of or effects arising from this Agreement. This indemnity
<br />and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of
<br />the events referred to in this Section or by reason of the terns of, or effects, arising from this
<br />Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for
<br />the defense of the City, including fees and costs for special counsel to be selected by the
<br />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
<br />relief due to personal or property rights arises by reason of the terms of, or effects arising
<br />from Consultant's negligence or willful misconduct on the performance of this Agreement.
<br />City may make all reasonable decisions with respect to its representation in any legal
<br />proceeding.
<br />8. CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and /or proprietary, Consultant
<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 own
<br />- infonnation of like importance, but- in -no- event -less- than reasonable care. "Confidential --
<br />Information" shall include all nonpublic information. Confidential information includes not
<br />only written information, but also information transferred orally, visually, electronically, or
<br />by other means. Confidential information disclosed to either party by any subsidiary and /or
<br />agent of the other party is covered by this Agreement, The foregoing obligations of non -use
<br />and nondisclosure shall not apply to any information that (a) has been disclosed in publicly
<br />available sources; (b) is, through no fault of the Consultant disclosed in a publicly available
<br />source; (c) is in rightful possession of the Consultant without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
<br />developed by the Consultant without reference to information disclosed by the City.
<br />9. CONFLICT OF INTEREST CLAUSE
<br />Consultant 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 />25C -40
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