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7. Liability and Indemnification 7.1 CEE represents that the services to be provided under this Agreement are reasonable in scope and that CEE has the experience and ability to provide such services. 7.2 CEE warrants that any services provided hereunder shall be done in a professional and workmanlike manner. 7.3 CEE shall indemnify, defend, and hold harmless the Authority and its officers, directors, employees, and agents from and against any and all claims, damages, losses, injuries, and expenses (including attorneys’ fees and damages for death, personal injury and property damage) which Authority may incur as a result of any act or omission by CEE in providing services under this Agreement. 7.4 The Authority shall indemnify, defend, and hold harmless CEE and its officers, directors, employees, and agents from and against any and all claims, damages, losses, injuries, and expenses (including attorneys’ fees and damages for death, personal injury and property damage) which CEE may incur as a result of any act or omission by Authority in discharging its duties under this Agreement. 8. Confidentiality Unless otherwise agreed by Authority in writing, CEE shall maintain in confidence and not disclose to any third party any information obtained regarding the Authority and/or any of Authority’s clients for which CEE is providing services; provided, however, that this obligation to maintain confidentiality shall not apply to: a) Information in the public domain at the time of disclosure; b) Information which becomes part of the public domain after disclosure through no fault of CEE; or c) Information which CEE can demonstrate was known by it prior to the date of this Agreement. Notwithstanding the foregoing, CEE shall be entitled to disclose the documents or client information covered by this paragraph to governmental authorities to the extent CEE reasonably believes it has a legal obligation to make such disclosures and to the extent CEE reasonably deems to be necessary; provided, however, that if CEE believes that any such disclosure is required by law, it shall provide advance notice to the Authority to provide the Authority with a reasonable opportunity to attempt to obtain an injunction or other protective order preventing such disclosure. CONTRACT between ECONOMIC DEVELOPMENT AUTHORITY in and for the CITY OF MOUNDS VIEW and CENTER FOR ENERGY AND ENVIRONMENT #2606 Page 4 511563v2 AMB MU205-48