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o. if sponsor faits or refuses to produce or maintain tate Insurance required by this
<br />sectlon or falls or refuses to furnish 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 />Agreomeni.
<br />6. INDEMNIFICATION
<br />To the fidlest extent por fitted by law, Sponsorshall Indemnify, defend and hold
<br />harmless City, its offfoors, Agents and employees (collectively, the "indemnified parties") front
<br />and against any and all claims (including, without limitation, claims for bodily itUury, donth or
<br />damage to properly), demands, obligations, damages, actions, causes of action, suits, losses,
<br />judgmonts, fines, penalties, liabilities, costs and expenses (including, without iirnitation,
<br />attorney's fees, disbursements and court costs) of every kind and nature whatsoever
<br />(individually, a claim; collectively, "clAlrns"), which may ariso from or in any manner are related
<br />to Sponsor's presence or activities at the Event (including tine negligent and/or willful acts, errors
<br />and/or omissions of Sponsor, its principals, officers, agents, employees, vendors, suppliers,
<br />contractors, subcontractors, anyone employed directly or indirectly by ally of them Or for whose
<br />acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein
<br />shall be construed to require Sponsor to indemnify the indemnified parties from any claim
<br />arising from the sole mogligenco or willful misconduct of the indemnified parties,'i'his indemnity
<br />shall apply to all claims and liability regardless Ofwhather any insurance policies are applicable.
<br />The policy limits do not act as a limitation upon the amount of indemnification to be provided by
<br />the Sponsor.
<br />7. CONFIDENTIALI'T'Y
<br />If either party receives from the other party information which due to the nature of such
<br />Information is reasonably understood to be confidential and/or proprietary, tho parties agree that
<br />they shall not use or disclose such information except in the performance of this Agreement, and
<br />further agree 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/oe agent of the other party is covered
<br />by this Agreement, Tine foregoing obligations of non-use mud nondisclosure shall not apply to
<br />any information that (a) has been disclosed in publicly available sources; (b) is, through tie fault
<br />of tine Sponsor disclosed in a publicly available source; (o) is fn rightfid possession of tine
<br />Sponsor without an obligation of confidentiality; (d) is required to be disclosed by operation of
<br />late; or (e) Is Independently developed by the Sponsor without reference to information disclosed
<br />by the City,
<br />S. CONFLICT OF INTEREST CLAUSE
<br />Sponsor covenants that It presently has no interests and shall not have interests, direct or
<br />htdircct, which would conflict ht any manner with performance of services specified under this
<br />Agreement.
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