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DocuSign Envelope ID: 29D1D31B-ACOA-432E-9121-2EFB16E35D64
<br />11. CONFIDENTIALITY
<br />If Contractor receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use
<br />or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in no
<br />event less than reasonable care. "Confidential Information" shall include all nonpublic information.
<br />Confidential information includes not only written information, but also information transferred orally,
<br />visually, electronically, or by other means. Confidential information disclosed to either party by any
<br />subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of
<br />non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly
<br />available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c)
<br />is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be
<br />disclosed by operation of law; or (e) is independently developed by the Contractor without reference
<br />to information disclosed by the City.
<br />12. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />13. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
<br />law, in the recruitment, selection, training, utilization, promotion, termination or other employment
<br />related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all
<br />applicable federal, state and local laws and regulations.
<br />14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and
<br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the
<br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
<br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed
<br />by the City and by an authorized representative of Consultant. The parties agree that any terms or
<br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the
<br />terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not
<br />embodied herein.
<br />15. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
<br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the City and any such assignment, transfer, delegation or subcontract without the
<br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
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