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Doouftn Envelope ID: D79BC03B.DB90-4ECE-9404-BODBEA409D72
<br />e. If Sponsor fails or refuses to produce or maintain the insurance required by this
<br />section or fails 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 />Agreement,
<br />6. INDEMNIFICATION
<br />To the fullest extent permitted by law, either party shall indemnify, defend and hold
<br />harmless the other party and its respective officers, agents and employees (collectively, the
<br />'indemnified parties') from and against any and all third -party claims (including, without
<br />limitation, claims for bodily injury, death or damage to property), demands, obligations, damages,
<br />actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
<br />(including, without limitation, attorney's fees, disbursements and court costs) of every kind and
<br />nature whatsoever (individually, a "claim'; collectively, "claims"), which may arise from or in
<br />any manner are related to either party's negligence or willful misconduct at the Event (including
<br />the negligent and/or willful acts, errors and/or omissions of either party, including its respective
<br />principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone
<br />employed directly or indirectly by any of them or for whose acts they may be liable for any or all
<br />of them). City further agrees to defend, indemnify, and hold the Sponsor indemnified parties
<br />harmless from and against any claims, arising out of, based upon, or in connection with, its
<br />operation of the Event in compliance with all applicable laws, rules, regulations, and ordinances and
<br />the safety and security of any visitors to the Event. This indemnity shall apply to all claims and
<br />liability regardless of whether any insurance policies are applicable. The policy limits do not act
<br />as a limitation upon the amount of indemnification to be provided by the Sponsor.
<br />7. CONFIDENTIALITY
<br />If either party ("Receiving Party") receives from the other party ("Disclosing Party")
<br />Information which due to the nature of such information is reasonably understood to be
<br />confidential and/or proprietary, Receiving Party agrees that it shall not use or disclose such
<br />information except in the performance of this Agreement, and further agrees to exercise the same
<br />degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential
<br />information Includes not only written information, but also information transferred orally,
<br />visually, electronically, or by other means. Confidential information disclosed to either party by
<br />any subsidiary and/or agent of the other party is coveted by this Agreement. The foregoing
<br />obligations of non-use and nondisclosure shalt riot apply to any information that (a) has been
<br />disclosed in publicly available sources; (b) is, through no fault of the Receiving Party disclosed
<br />in a publicly available source; (e) is in rightful possession of the Receiving Party without an
<br />obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
<br />independently developed by tine Receiving Party without reference to information disclosed by
<br />the Disclosing Party,
<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 mariner with performance of services specified corder this
<br />Agreement.
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