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M CONFI DUNTIALITY <br />If Consultant receives from the City information which due to the nature of such <br />information is reasonably undcslood to be confidential and/or proprietary, Consultant agrees that <br />it shall not use or disclose such information except in the performance of this Agreement, and <br />further agrees to exercise the same degree of care it uses to protect its own information of [Ike <br />importance, but in no event less than reasonable care, "Confidential InCormation" shall include all <br />nonpublic information. Confidential imonnation includes not only written information, but also <br />information transferred orally, visually, electronically, or by other means. Confidential <br />if disclosed to either party by any subsidiary and/or agent of the other party is covered <br />by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any <br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the <br />Consultant disclosed in a publicly available source; (c) is in rightflui possession of the Consultant <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) <br />is independently developed by the Consultant without reference to information disclosed by the <br />City. <br />IL CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct <br />or indirect, which would conflict in any rnanneriN ith performance of services specified under this <br />Agreement. <br />11 DISCRIMINATION <br />Consultant shall not discriminate because of rice, color, creed, rchginn, sex, marital Status, <br />sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by <br />applicable law, in the recruitment, selection, training. utilization, promotion, termination or other <br />employment related activities. Consultant affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br />11 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 <br />the event of a conflict between the terms of this Aaroement and any attachments hereto, the terms <br />of'this Agreement shall prevail. 'I his Agreement may notbe modified except by written instrument <br />signed by the City and by an authorized representative of Consultant. fhe parties agree that, any <br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in <br />addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each <br />party to this Agreement acknowledges that no representations, inducements, promises or <br />agreements, orally or otherwise, have been made by any , party, or anyone acting on behalf of any <br />party, which is not embodied herein. <br />Page 5 of 8 <br />