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7. Liability and Indemnification <br />7.1 CEE represents that the services to be provided under this Agreement are reasonable in <br />scope and that CEE has the experience and ability to provide such services. <br />7.2 CEE warrants that any services provided hereunder shall be done in a professional and <br />workmanlike manner, <br />7.3 CEE shall indemnify, defend, and hold harmless the Authority and its officers, directors, <br />employees, and agents from and against any and all claims, damages, losses, injuries, and <br />expenses (including attorneys' fees and damages for death, personal injury and property <br />damage) which. Authority may incur as a result of any act or omission by CEE in providing <br />services under this Agreement. <br />7.4 The Authority shall indemnify, defend, and hold harmless CEE and Its officers, directors, <br />employees, and agents from and against any and all claims, damages, losses, Injuries, and <br />expenses (including attorneys' fees and damages for death, personal injury and property <br />damage) which CEE may Incur as a result of any act or omission by Authority in discharging <br />its duties under this Agreement. <br />6. Confidentiality <br />Unless otherwise agreed by Authority in writing, CEE shall maintain in confidence and not disclose <br />to any third party any Information obtained regarding the Authority and/or any of Authority's <br />clients for which CEE is providing services; provided, however, that this obligation to maintain <br />confidentiality shall not apply to: <br />a) Information in the public domain at the time of disclosure; <br />b) information which'becornes part of the public domain after disclosure through no fault <br />of CEE; or <br />c) Information which CEE can demonstrate was known by It prior to the date of this <br />Agreement. <br />Notwithstanding the foregoing, CEE shall be entitled to disclose the documents or client <br />information covered by this paragraph to governmental authorities to the extent CEE reasonably„ <br />believes it has a legal obligation to make such disclosures and to the extent CEE reasonably <br />deems to be necessary; provided, however, that if CEE believes that any such disclosure is <br />required by law, It shall provide advance notice to the Authority to provide the Authority with a <br />reasonable opportunity to attempt to obtain an injunction or other protective order preventing. <br />such disclosure. <br />CONTRACT between ECONOMIC DEVELOPMENT AUTHORITY In and for the CITY OF MOUNDS VIEW and CENTER FOR ENERGY <br />AND ENVIRONMENT #2606 Page 4 <br />511563v2 AMB NRJ205-48