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3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
<br />procedures, drawings, descriptions, computer program data, input record data, written information,
<br />and other Documents and Data either created by or provided to Consultant in connection with the
<br />performance of this Agreement shall be held confidential by Consultant. Such materials shall not,
<br />without the prior written consent of City, be used by Consultant for any purposes other than the
<br />performance of the Services. Nor shall such materials be disclosed to any person or entity not
<br />connected with the performance of the Services or the Project. Nothing furnished to Consultant
<br />which is otherwise known to Consultant or is generally known, or has become known, to the related
<br />industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs
<br />of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper,
<br />newspaper, television or radio production or other similar medium without the prior written consent
<br />of City.
<br />3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another,
<br />and shall take any additional acts or sign any additional documents as may be necessary, appropriate
<br />or convenient to attain the purposes of this Agreement.
<br />3.5.5 Attorney's. If either party commences an action against the other party,
<br />either legal, administrative or otherwise, arising out of or in connection with this Agreement, the
<br />prevailing party in such litigation shall be entitled to have and recover from the losing parry reason-
<br />able attorney's fees and all other costs of such action.
<br />3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its
<br />officials, officers, employees, volunteers and agents free and harmless from any and all claims,
<br />demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
<br />property or persons, including wrongful death, in any manner arising out of or incident to any alleged
<br />acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents,
<br />consultants and contractors arising out of or in connection with the performance of the Services, the
<br />Project or this Agreement, including without limitation the payment of all consequential damages
<br />and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own
<br />cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every
<br />kind that may be brought or instituted against City, its directors, officials, officers, employees, agents
<br />or volunteers. Consultant shall pay and satisfy any judgment, award or decree that maybe rendered
<br />against City or its directors, officials, officers, employees, agents or volunteers, in any such suit,
<br />action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers,
<br />employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of
<br />them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation
<br />to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors,
<br />officials officers, employees, agents or volunteers.
<br />3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the
<br />parties with respect to the subject matter hereof, and supersedes all prior negotiations,
<br />understandings or agreements. This Agreement may only be modified by a writing signed by both
<br />parties.
<br />RVPUB\NGs\529334 9 (BBK revised July 2, 2001)
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