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10. CONFIDENTIALITY <br />If Contractor receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it <br />shall not use or disclose such information except in the performance of this Agreement, and further <br />agrees to exercise the same degree of care it uses to protect its own information of like importance, <br />but 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 to <br />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 Contractor disclosed in <br />a publicly available source; (c) is in rightful possession of the Contractor without an obligation of <br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed <br />by the Contractor without reference to information disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Contractor 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 <br />Agreement shall be in writing and shall be deemed to be properly given if delivered in person or <br />mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic <br />communication in the manner provided in this Section, 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 />Fax 714- 647-6956 <br />With courtesy copies to: <br />Gerardo Mouet, Executive Director <br />Parks, Recreation and <br />Community Services Agency <br />City of Santa Ana <br />20 Civic Center Plaza (M-23) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Fax 714- 647-4211 <br />Page 5 of 8 <br />F ,: r <br />