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6. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers,
<br />agents, employees, considtants, counsel, and representatives from liability for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims: (i) for
<br />personal injury, including death, and claims for property damage, arising from the direct or
<br />indirect operations oft e 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 claiin that personal injury, damages, just compensation, restitution,
<br />.judicial or equitable relief is due by reason of effects arising from this Agreement. This
<br />inderanity and hold harmless agreement applies to all claims for damages, jeast compensation,
<br />restitutinn,.ir.rdic;ial 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 inder;nnify, hold harmless,
<br />and pay all casts for the defense of the City, including fees and casts 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 eclWtable 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 />i, CONFIDENTIALITY
<br />If Consultant receives from the City information which due to the mature of Stich
<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 same degree; of care it uses to protect its owl' information of
<br />like importance, but in no event less than reasonable care?, "Confidential Information" shall
<br />include all nonpublic information, Confidential inforrnat,ion includes not only written
<br />information, but also information transferred orally, visually, electronically, or by other rrreans.
<br />Conti.deratial Warmation disclosed to eithor 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 ir0armation 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 />$. CONFLICT Orli 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 tinder
<br />this Agreement,
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