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information includes not only written information, but also information transferred orally, visually,
<br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary
<br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use
<br />and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
<br />sources; (b) is, through no fault of the UCI disclosed in a publicly available source; (c) is in rightful
<br />possession of the UCI without an obligation of confidentiality; (d) is required to be disclosed by
<br />operation of law; or (e) is independently developed by the UCI without reference to information
<br />disclosed by the City. Notwithstanding the foregoing, City understands and agrees that UCI is a public
<br />institution, subject to the provisions of the California Public Records Act, and Confidential Information
<br />may be subject to disclosure thereunder. In the event UCI receives a request to produce this
<br />Agreement, or identify any term, condition, or aspect of this Agreement, UCI will contact City to
<br />advise of such release of information in accordance with applicable law.
<br />9. CONFLICT OF INTEREST CLAUSE
<br />UCI represents that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
<br />10. NON-DISCRIMINATION
<br />UCI shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in
<br />the recruitment, selection, training, utilization, promotion, termination or other employment related
<br />activities. UCI affirms that it is an equal opportunity employer and shall comply with all applicable
<br />federal, state and local laws and regulations.
<br />11. ENTIRE AGREEMENT
<br />This Agreement represents the entire understanding and agreement between the City and UCI with
<br />respect to the subject matter hereof and supersedes any and all other agreements, arrangements, and
<br />understandings, whether oral or written, between the parties relating to the subject matter hereof. No
<br />representation, inducement, promise or agreement, whether oral or written, has been made by any
<br />party, or anyone acting on behalf of any party, which is not embodied herein.
<br />12. CONFLICTS; AMENDMENTS
<br />In the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br />terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of UCI. The parties agree that any
<br />amendment to this Agreement shall be made in writing and mutually agreed upon between the parties.
<br />Neither party may not assign, transfer, delegate, or subcontract any interest herein without the
<br />prior written consent of the other party and any such assignment, transfer, delegation or subcontract
<br />without the other party's prior written consent shall be considered null and void. Nothing in this
<br />Agreement shall be construed to limit the City's ability to have any of the services which are the subject
<br />to this Agreement performed by City personnel.
<br />25D-8
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