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10. CONFIDENTIALITY <br />If Consultant receives from the City information which due to the nature of such Information <br />is reasonably understood to be confidential and/or proprietary, Consultant agrees that It shall not <br />use or disclose such information except in the performance of this Agreement, and further agrees <br />to exercise the same degree of care it uses to protect its own information of like importance, but <br />in no event less than reasonable care. "Confidential Information" shall include all nonpublic <br />information. Confidential information includes not only written information, but also information <br />transferred orally, visually, electronically, or by other means. Confidential information disclosed <br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. <br />The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) <br />has been disclosed in publicly available sources; (b) is, through no fault of the Consultant <br />disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an <br />obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is <br />independently developed by the Consultant without reference to information disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />12. NOTICE <br />Any notice, tender, demand, delivery or other communication pursuant to this agreement <br />shall be in writing and shall be deemed to be properly given if delivered in person or mailed by <br />first class or certified mail, postage prepaid, sent by tele facsimile communication, or via e-mail to <br />the following persons: <br />To City: Clerk of the Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />Santa Ana, CA 92701 <br />Fax 714-647-6956 <br />With courtesy copies to: Executive Director <br />Information Technology Department <br />City of Santa Ana <br />20 Civic Center Plaza (M-42) <br />Santa Ana, CA 92701 <br />City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />Santa Ana, CA 92701 <br />Fax 714-647-6956 <br />To Contractor: Ron Zayas <br />Chief Strategist, Government and Municipalities <br />1576 N. Batavia Street <br />Orange, CA 92867 <br />