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(iii) Certificates and policies shall state that the policies shall not be canceled
<br />or reduced in coverage or changed in any other material aspect without
<br />thirty (30) days prior written notice to the City.
<br />c. If Sponsor fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to famish the City with required proof that insurance has been procured
<br />and is in force and paid for, the City shall have the right, at the City's election, to terminate this
<br />Agreement.
<br />6. INDEMNIFICATION
<br />To the fullest extent permitted by law, Sponsor shall indemnify, defend and hold
<br />harmless City, its officers, agents and employees (collectively, the "indemnified parties") from
<br />and against any and all claims (including, without Ifirdtation, claims for bodily injury, death or
<br />damage to property), demands, obligations, damages, actions, causes of action, suits, losses,
<br />judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
<br />attorney's fees, disbursements and court costs) of every kind and nature whatsoever
<br />(individually, a claim; collectively, "claims"), which may arise from or in any manner are related
<br />(directly or indirectly) to the negligent and/or willful acts, errors and/or omissions at or in
<br />connection with the Event of Sponsor, its principals, officers, agents, employees, vendors,
<br />suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them.
<br />Notwithstanding the foregoing, nothing herein shall be construed to require Sponsor to
<br />indemnify the indemnified parties from any claim arising from the sole negligence or willful
<br />misconduct of the indemnified parties. This indemnity shall apply to all claims and liability
<br />regardless of whether any insurance policies are applicable. The policy limits do not act as a
<br />limitation upon the amount of indemnification to be provided by the Sponsor.
<br />CONFIDENTIALITY
<br />If Sponsor receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Sponsor agrees that it
<br />shall not use or disclose such information except in the performance of this Agreement, and
<br />further agrees to exercise the same degree of care it uses to protect its own information of like
<br />importance, but in no event less than reasonable care. "Confidential Information" shall include
<br />all nonpublic information. Confidential information includes not only written information, but
<br />also information transferred orally, visually, electronically, or by other means. Confidential
<br />information disclosed to either party by any subsidiary and/or agent of the other patty is covered
<br />by this Agreement, rho foregoing obligations of non-use and nondisclosure shall not apply to
<br />any information that (a) has been disclosed in publicly available sources; (b) is, through no fault
<br />of the Sponsor disclosed in a publicly available source; (c) is in rightful possession of the
<br />Sponsor without an obligation of confidentiality; (d) is required to be disclosed by operation of
<br />law; or (e) is independently developed by the. Sponsor without reference to information disclosed
<br />by the City,
<br />S. CONFLICT OF INITREST CLAUSE
<br />Sponsor covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified trader this
<br />Agreement.
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