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10. CONFIDENTIALITY <br />If Partner receives from the City information which due to the nature of such information <br />is reasonably understood to be confidential and/or proprietary, Partner 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 <br />no event less than reasonable care. "Confidential Information" shall include all nonpublic <br />information. Confidential information includes not only written information, but also information <br />transferred orally, visually, electronically, or by other means. Confidential information disclosed <br />to either party by any subsidiary and/or agent -of the other party is covered by this Agreement. The <br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has <br />been disclosed in publicly available sources; (b) is, through no fault of the Partner disclosed in a <br />publicly available source; (c) is in rightful possession of the Partner without an obligation of <br />confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently <br />developed by the Partner without reference to information disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Partner 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 />12. NON-DISCRIMINATION <br />Partner 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 <br />applicable law, in the recruitment, selection, training, utilization, promotion, tennination or other <br />employment related activities. Partner affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br />13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Partner, 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 <br />this Agreement shall prevail. This Agreement may not be modified except by written instrument <br />signed by the City and by an authorized representative of Partner. The parties agree that any terms <br />or conditions of any purchase order or other instrument that are inconsistent with, or in addition <br />to, the terms and conditions hereof, shall not bind or obligate Partner 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 />Page 5 of 8 <br />