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just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, aris- ing from this Agreement. DSC further agrees to indemnify, hold harmless, and pay all costs for the de- fense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If DSC receives from the City information which due to the nature of such information is rea- sonably understood to be confidential and/or proprietary, DSC agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than rea- sonable care. "Confidential Information" shall include all nonpublic information. Confidential infor- mation includes not only written information, but also information transferred orally, visually, elec- tronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of DSC disclosed in a publicly available source; (c) is in rightful pos- session of DSC without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by DSC without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE DSC covenants that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner pro- vided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 To DSC: Discovery Science Center of Orange County Mr. L. Joseph Adams President/CEO 2500 N. Main Street Page 4 of 7 25L-6