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operations of the Event Producer or its contractors, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this Agreement but only to
<br />the extent resulting from their negligence or willful or intentional acts. City agrees to and shall indemnify
<br />and hold harmless the Event Producer, its officers, directors, shareholders, contractors, subcontractors,
<br />agents, employees, and representatives from liability for personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims
<br />for property damage, which may arise from the direct operations of the City or its contractors,
<br />subcontractors, agents, employees, which relates to the services described in section 1 of this
<br />Agreement but only to the extent resulting from their negligence or willful or intentional acts. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events
<br />referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The
<br />Indemnifying Party further agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br />other, including fees and costs for special counsel to be selected by the other, regarding any action by a
<br />third party challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason
<br />of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with
<br />respect to its representation in any legal proceeding. The provision of this Section survive cancellation
<br />or expiration of this Agreement.
<br />29. RECORDS
<br />Event Producer's records and invoices in connection with the work to be performed under this
<br />Agreement shall remain the sole and exclusive property of Event Producer. In the event any such
<br />records are provided to City, City shall maintain the confidentiality of these records and not disclose
<br />them to any other person or company except as necessitated by law including but not limited to Court
<br />order, subpoena, and/or public records act request. Event Producer shall maintain complete and
<br />accurate records with respect to the costs incurred under this Agreement and any services,
<br />expenditures, and disbursements for a minimum period of three (3) years.
<br />30. CONFIDENTIALITY
<br />If either party receives from the other information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, receiving party 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 no
<br />event less than reasonable care. "Confidential Information" shall include all nonpublic information.
<br />Confidential 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 any
<br />subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of
<br />non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly
<br />available sources; (b) is, through no fault of the Event Producer disclosed in a publicly available source;
<br />(c) is in rightful possession of the Event Producer without an obligation of confidentiality; (d) is required
<br />to be disclosed by operation of law; or (e) is independently developed by the Event Producer without
<br />reference to information disclosed by the City. The provision of this Section survive cancellation or
<br />expiration of this Agreement.
<br />31. CONFLICT OF INTEREST CLAUSE
<br />Event Producer covenants that it presently has no interests and shall not have interests, direct
<br />or indirect, which would conflict in any mariner with performance of services specified under this
<br />Agreement.
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