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without the explicit written permission of the City of Decatur. The Contractor warrants that it has <br /> and will continue to have in place adequate safeguards to assure that such information and <br /> records remain confidential. <br /> The Contractor acknowledges that in the course of performing services for the City, all <br /> information regarding the processing and marketing or recyclable material collected, analyzed, <br /> or produced for the City (but not the Contractor's methods, process, know-how, trade secrets or <br /> information regarding or applicable to the Contractor's processing and marketing of recyclable <br /> material generally) is the exclusive property of the City and may not be disseminated in any <br /> manner without prior written approval from an authorized representative of the City. <br /> INDEPENDENT CONTRACTOR: Nothing in this contract shall be construed as creating or <br /> constituting the relationship of a partnership, joint venture, or association of any kind or agent <br /> and principal relationship between the parties hereto. Each party shall be deemed an independent <br /> contractor contracting for services and acting toward the mutual benefits expected to be derived <br /> here from. No pariy shall have the authority to enter into any contract of create an obligation or <br /> liability on behalf of, in the name of, or binding upon another party to this Contract. At all times <br /> and for all purposes, the Contractor is an independent Contractor and not an employee of the <br /> City. No statements shall be construed so as to find the Contractor an employee of the City. No <br /> employee of the Contractor shall be an employee of the City. <br /> CONTRACTOR DEBT: The City may cancel this agreement any time the contractor is in <br /> default on any debt owed to the City. <br /> PROPRIETARY MATERIALS: The City acknowledges that in the course of performing <br /> services hereunder, the Contractor may use products, materials, or propriety methodologies. The <br /> City shall have no rights in such propriety products, materials, and methodologies except <br /> pursuant to a separate written agreement executed by the parties. <br /> INDEMNITY: The Contractor shall indemnify, defend, save, and hold harmless the City, <br /> individually and collectively, its officers and employees from any and all liability, losses, costs, <br /> expenses, demands, taxes, claims, damages, lawsuits, proceedings, or causes of action including <br /> workers' compensation claims, of any kind or nature, including reasonable attorneys' fees and <br /> costs of defense, that the City may suffer, incur, sustain, or become liable for, on account of any <br /> injury to or death of its employees, or injury or death to any other person, or damage to or injury <br /> to real estate, or personal property, in any way resulting from, arising out of, in connection with, <br /> or pursuant to an agreement and contract, caused by the operations of the Contractor, its agents, <br /> retailers, employees, or any sub-Contractors in performance of the services to be conducted <br /> including ownership, maintenance, use, operation, or control of any vehicle owned, operated, <br /> maintained, or controlled by the Contractor. <br /> The Contractor shall, at its own expense, appear, defend, and pay all reasonable fees of attorneys <br /> and all costs and other expenses arising there from or incurred in connection therewith; and if <br /> any judgments shall be rendered against the City of Decatur in any such action, the Contractor <br /> shall, at its own expense, satisfy and discharge same. <br /> 9 <br />