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EXHIBIT 2
<br />Information" shall include all nonpublic information, Confidential information includes not only
<br />written information, but also information transferred orally, visually, electronically, or by other
<br />means, Confidential information disclosed to either patty by any subsidiary and/or agent of the
<br />other party is covered by this HEAP Agreement, The foregoing obligations of non-use and
<br />nondisclosure shall not apply to any inforimation that (a) has been disclosed in publicly available
<br />sources; (b) is, through no fault of the Subcontractor disclosed in a publicly available source; (e)
<br />is in rightful possession of the Subcontractor without an obligation of confidentiality; (d) is
<br />required to be disclosed by operation of law; or (e) is independently developed by the
<br />Subcontractor without reference to information disclosed by the Contractor,
<br />11. CONFLICT OF INTEREST CLAUSE
<br />Subcontractor covenants that it presently has no interests and shall not have interests,
<br />direct or indirect, which would conflict I
<br />under this HEAP Agreement. n any manner with performance of services specified
<br />12. NON-DISCRIMINATION
<br />Subcontractor shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, term
<br />Other employment related activities. Subcontractor affirms that it is an equal opportunity ination or
<br />employer and shall comply with all applicable federal, state and local laws. and regulations.
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This HEAP Agreement and the State HEAP Agreement represent the complete and
<br />exclusive statements between the Contractor and Subcontractor, and supersede any and all other
<br />agreements, oral or written, between the parties. In the event of a conflict between the terms of
<br />this I -MAP Agreement and the State HEAP Agreement, the terms of the State HEAP Agreement
<br />shall prevail. This Heap Agreement may not be modified except by written instrument signed by
<br />the Contractor and by an authorized representative of Subcontractor, The parties agree that any
<br />terns 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 Subcontractor or the
<br />Contractor. Each party to this HEAP Agreement aelmowledges that no representations,
<br />inducements, promises or agreements, orally 01 otherwise, have been made by any party, or
<br />anyone acting on behalf of any party, which is not embodied herein,
<br />14. ASSIGNMENT
<br />Inasmuch as this HEAP Agreement is intended to secure the specialized services of
<br />Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any interest
<br />herein without the prior written consent of the Contractor and any such assignment, transfer,
<br />delegation or subcontract without the Contractor's prior written consent shall be considered null
<br />and void. Nothing in this HEAP Agreement shall be construed to limit the Contractor's ability to
<br />have any of the services which are the subject to this HEAP Agreement performed by Contractor
<br />personnel or by other Subcontractors retained by Contractor.
<br />25C-12
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