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DocuSign Envelope ID: E5C098A0-7630-444A-9134-F61D314E61C9
<br />6. INDEMNIFICATION
<br />To the fullest extent permitted by law, Sponsor shall indemnify, defend and hold harmless
<br />City, its officers, agents and employees (collectively, the "indemnified parties") from and against
<br />any and all claims (including, without limitation, claims for bodily injury, death or damage to
<br />property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines,
<br />penalties, liabilities, costs and expenses (including, without limitation, attorney's fees,
<br />disbursements and court costs) of every kind and nature whatsoever (individually, a claim;
<br />collectively, "claims"), which may arise from or in any manner are related to the negligent and/or
<br />willful acts, errors and/or omissions at or in connection with the Event of Sponsor, its principals,
<br />officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed
<br />directly or indirectly by any of them. Notwithstanding the foregoing, nothing herein shall be
<br />construed to require Sponsor to indemnify the indemnified parties from any claim arising from the
<br />sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply to all
<br />claims and liability regardless of whether any insurance policies are applicable. The policy limits
<br />do not act as a limitation upon the amount of indemnification to be provided by the Sponsor.
<br />CONFIDENTIALITY
<br />If Sponsor receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Sponsor agrees that it shall not use
<br />or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in
<br />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. The
<br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has
<br />been disclosed in publicly available sources; (b) is, through no fault of the Sponsor disclosed in a
<br />publicly available source; (c) is in rightful possession of the Sponsor without an obligation of
<br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
<br />developed by the Sponsor without reference to information disclosed 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 />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />9. 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, to the following persons:
<br />To City: Clerk of the City Council
<br />City of Santa Ana
<br />20 Civic Center Plaza (M-30)
<br />P.O. Box 1988
<br />Santa Ana, CA 92702-1988
<br />Page 3 of 7
<br />Fiestas Patrias 9.6.2017
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