Laserfiche WebLink
To the extent permitted by law, City will defend, indemnify, and hold Consultant and its <br />parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all <br />claims, losses, and liabilities (including reasonable attorneys' fees) to the extent caused by City's <br />breach of this Agreement; its failure to discharge its duties and responsibilities set forth in <br />paragraph 2; or the negligence, gross negligence, or willful misconduct of City or City's officers, <br />employees, or authorized agents in the discharge of those duties and responsibilities. <br />As a condition precedent to indemnification, the party seeking indemnification will <br />inform the other party within 15 business days after it receives notice of any claim, loss, liability, <br />or demand for which it seeks indemnification from the other party; and the party seeking <br />indemnification will cooperate in the investigation and defense of any such matter. <br />The provisions in Section 6 of this Agreement constitute the complete agreement between <br />the parties with respect to indemnification, and each party waives its right to assert any common- <br />law indemnification or contribution claim against the other party. <br />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 agrees <br />that it shall not use or disclose such information except in the performance of this Agreement, <br />and further agrees to exercise the same degree of care it uses to protect its own information of <br />like importance, but in no event less than reasonable care. "Confidential Information" shall <br />include all nonpublic information. Confidential information includes not only written <br />information, but also information transferred orally, visually, electronically, or by other means. <br />Confidential information disclosed to either party by any subsidiary and/or agent of the other <br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure <br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, <br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without <br />reference to information disclosed by the City. <br />8. CONFLICT OF INTEREST CLAUSE <br />Consultant 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 />With the exception of insurance certificates and renewals covered by Section 5.d.iv, <br />above, any notice, tender, demand, delivery, or other communication pursuant to this Agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic <br />communication in the manner provided in this Section, to the following persons: <br />