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DocuSign Envelope ID:72960356-48E2-452B-BE39-59E05989095A <br /> 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 experienceY 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'becomes 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 MU205.48 <br />