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6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers,
<br />agents, employees, consultants, counsel, and representatives from liability for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims: (1) for
<br />personal injury, including death, and claims for property damage, arising from the direct or
<br />indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or
<br />other persons acting on their behalf which relates to the services described in Section I of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief is due by reason of effects arising from this Agreement. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section. The Consultant further agrees to indemnify, hold harmless,
<br />and pay all costs for the defense of the City, including fees and costs for counsel to be selected
<br />by the City, regarding any action by a third party asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by
<br />reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />7. 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 satne 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 interest 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 />25D-6
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