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DocuSign Envelope ID: C14BD915-6E21-4FB5-BD98-600CAA504444 <br />e. 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, each party shall indemnify, defend and hold <br />harmless the other party, its officers, agents acid employees (collectively, the "indemnified <br />parties") from and against any and all third party claims (including, without limitation, claims for <br />bodily injury, death or damage to property), demands, obligations, damages, actions, causes of <br />action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, <br />without limitation, attorney's fees, disbursements and court costs) of every kind and nature <br />whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any <br />manner are related (directly or indirectly) to the negligent acts or omissions in the performance <br />of this Agreement or a party's presence or activities at the Event. Notwithstanding the <br />foregoing, nothing herein shall be construed to require either party to indemnify the other party <br />from any claim arising from that other party's sole negligence or willful misconduct. This <br />indemnity shall apply to all claims and liability regardless of whether any insurance policies are <br />applicable. The policy limits do not act as a limitation upon the amount of indemnification to be <br />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 performanee 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 infomlation 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 party is covered <br />by this Agreement. The 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 />8. CONFLICT OF INTEREST 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 under this <br />Agreement. <br />9. 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 person or <br />