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! , <br /> officers, employees and agents, from and against any and atl losses, claims, <br /> liabilities, penalties, fines, causes of action, damages, costs and expenses <br /> (including reasonable attorneys' fees and expenses) arising out of or <br /> resulting from any negligence or wrongful or wiltful misconduct on the part <br /> Of ILLINOIS STRATEGIES 01' dlly bf2aCh by ILLINOIS $TRATEGIES Of dlly Of th2 t21'f115 <br /> and provisions of this Agreement. <br /> (b) THE CiTY oF DEcaTUR will assume full responsibility for and shall indemnify <br /> and hold harmless I��iNois STRaTE�iEs and its subsidiaries and their directors, <br /> officers, employees and agents, from and against any and all losses, claims, <br /> liabilities, penalties, fines, causes of action, damages, costs and expenses <br /> (including reasonable attorneys' fees and expenses) arising out of or <br /> resulting from any negligence or wrongful or willful misconduct on the part <br /> Of THE CITY OF DECATUR OI" dl1y bf2dCh by THE CITY OF DECATUR f01" dlly Of the <br /> terms and provisions of this Agreement. <br /> 8. Confidentialitv. <br /> In as much as in the rendering of Services hereunder, ILLINOIS $TRATEGIES, <br /> its associates and employees may acquire confidential information and data <br /> concerning the business and operations of, or belonging to, thE' CITY OF DECATUR, <br /> and additional information and data will be made available to or developed by <br /> ILLINOIS STRATEGIES, ILLINOIS STRATEGIES a�rees to treat and maintain all such <br /> information and data as THE CiTY oF DECATUR's confidential property and not to <br /> divulge it to others at any time or use it for private purposes or otherwise, <br /> except as such use or disclosure may be required in connection with <br /> performance of the Services or as may be consented to by THE CiTY oF DEcaTUR, <br /> unless and until such information becomes a part of the public domain or <br /> ILLIN015 STRATEGIES legally acquires such information without restriction on <br /> disclosure from sources other than THE C�TY oF DEcaTUR or other companies with <br /> whom THE CiTY oF DEc,aTUR has a business relationship. <br /> 9. Independent Contractor. <br /> ILLINOIS STRATEGIES is and shall act as an independent contractor in <br /> performing Services hereunder. <br /> 10. Non-AssiQnment. <br /> This Agreement shall be personal to the parties hereto and no party <br /> shall (by operation of law or otherwise) transfer or assign its rights or delegate <br /> its performance hereunder; and any such transfer, assignment or delegation <br /> shall be void and of no effect. <br /> 11. Miscellaneous. <br /> 4 <br />