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5. City or SGR may terminate the agreement for Interim City Manager Services with a fourteen (14) calendar
<br /> day written notice,without cause or penalty.
<br /> Confidentiality Agreement. The Interim City Manager will perform services for City which may require City to
<br /> disclose confidential and proprietary information to the Interim City Manager or which may require City to grant
<br /> authorization to the Interim City Manager to make financial and legal transactions on behalf of the City.
<br /> Confidential information includes, but is not limited to, any information of any kind, nature, or description
<br /> concerning any matters affecting or relating to the Interim City Manager's services for City, the business or
<br /> operations of City, and/or the products, projects, drawings, plans, processes, or other data of City. Financial and
<br /> legal information includes, but is not limited to, financial institution wire transfers, deposits, withdrawals, cash
<br /> handling, investment handling, real property transactions, information regarding economic development
<br /> prospects or other financial or legal transactions of City. The Interim City Manager,through his/her contract with
<br /> SGR agrees:
<br /> • To hold any and all confidential information received from City in strict confidence and will exercise a
<br /> reasonable degree of care to prevent disclosure to others.
<br /> • Not to disclose or divulge, either directly or indirectly, the confidential information to others unless first
<br /> authorized to do so in writing by City.
<br /> • Not to reproduce the confidential information, nor use this information commercially, or for any purpose
<br /> other than the performance of his/her duties for City.
<br /> • That upon request or upon termination of his/her relationship with City, deliver to City, any drawings, notes,
<br /> documents, equipment, and materials received from City or originating from his/her activities for City.
<br /> • That City will have the sole right to determine if any information received from the Interim City Manager is
<br /> confidential and proprietary.
<br /> Indemnification. To the extent it may be permitted to do so by applicable law, City does hereby agree to
<br /> defend, hold harmless,and indemnify the designated Interim City Manager,SGR,and all officers, employees, and
<br /> contractors of SGR, from any and all demands, claims, suits, actions, judgments, expenses, and attorneys' fees
<br /> incurred in any legal proceedings brought against them as a result of action taken in the Interim's individual or
<br /> official capacity for the City as a contract employee and as Interim City Manager, providing the incident(s),
<br /> which is (are) the basis of any such demand, claim, suit, actions, judgments, expenses, and attorneys' fees,
<br /> arose or does arise in the future from an act or omission of the Interim City Manager as a contract employee
<br /> of City acting within the course and scope of the Interim City Manager's employment with City; excluding,
<br /> however, any such demand, claim, suit, action,judgment, expense, and attorneys' fees for those claims or any
<br /> causes of action where it is determined that the Interim City Manager committed official misconduct, or
<br /> committed a willful or wrongful act or omission, or an act or omission constituting gross negligence, or acted in
<br /> bad faith; and excluding any insurance contract, held either by City or SGR. In the case of such indemnified
<br /> demand, claim, suit, action, or judgment, the selection of the Interim City Manager's legal counsel will be with
<br /> the mutual agreement of the Interim City Manager and City if such legal counsel is not also City's legal counsel. A
<br /> legal defense may be provided through insurance coverage, in which case the Interim City Manager's right to
<br /> agree to legal counsel provided for him/her will depend on the terms of the applicable insurance contract. The
<br /> provisions of this paragraph will survive the termination, expiration, or other end of this agreement and/or the
<br /> Interim City Manager's employment with City.
<br /> Venue.The venue for any disputes will reside in Hays County,Texas.
<br /> Applicable law. This agreement will be governed by the laws of the State of Texas.
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