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from any claim that personal injury, damages, just compensation, restitution, judicial or <br /> equitable relief is due by reason of the terms of or effects arising from this Agreement. This <br /> indemnity and hold harmless agreement applies to all claims for damages, just <br /> compensation, restitution, judicial or equitable relief suffered, or alleged to have been <br /> suffered, by reason of the events referred to in this Section or by reason of the terms of, or <br /> effects, arising from this Agreement. The Consultant further agrees to indemnify, hold <br /> harmless, and pay all costs for the defense of the Authority, including fees and costs for <br /> special counsel to be selected by the Authority, regarding any action by a third party <br /> challenging the validity of this Agreement, or asserting that personal injury, damages, just <br /> compensation, restitution,judicial or equitable relief due to personal or property rights arises <br /> by reason of the terms of, or effects arising from Consultant's negligence or willful <br /> misconduct on the performance of this Agreement. Authority may make all reasonable <br /> decisions with respect to its representation in any legal proceeding. <br /> S. CONFIDENTIALITY <br /> If Consultant receives from the Authority information which due to the nature of <br /> such 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 /> information 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 nonuse <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 Authority. <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 /> 10. 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 /> other telegraphic communication in the manner provided in this Section, to the following <br /> persons: <br /> 4 <br />