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information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
<br />it shall not use or disclose such information except in the performance of this Agreement, and
<br />further agrees to exorcise the. same degree of care it uses to protect its own infotination of like
<br />importance, but in no eyeit less than reasonable care. "Confidential Info. rmation"-shall include all
<br />nonpublic information, Confidential information includes not only written information, but also
<br />information transferred orally, visually, elobir6bically, or by other means.. Confidential
<br />information 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 />Contractor disclosed m a publicly available source; ie) is in rightful possession of the Contractor
<br />without an obligation of confiidentiality (4) is'required to be- disclosed by Operation of law; or (e)
<br />is independently developed by the Contractor without rof,1 ce to information disclosed by the
<br />City.
<br />IL CONFLICT OF INTEREST CLAUSE
<br />Contraotot covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict an any manner with performance of services specified under this
<br />Agreement.
<br />12. NON-DISC.RIMINATIQN
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national otiginy .ancestry; or disability, as defined
<br />and prohibited by applicable law, in fhe recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other empioyoient relate. d, activities or any services provided under this
<br />Agreement, Contractor affirms that itis an equal opportunity employerand shall comply with all
<br />applicable federal; state and local laws and regulations;
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents .the complete and exclusive statement be the City and
<br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In
<br />the event of a confl'iet between the terns of thus Agreement and any attachments hereto, the terms
<br />Of this Agreement shall prevail, This Agreement maynot be modified except by written in
<br />signed by the City and by an authorized rep`reseptative of Contractor. The parties agree that any
<br />terms or conditions of any purchase order or other instrument that are inconsistent with; or iix
<br />addition to, the terms and conditions hereof, shall not bind or obligate Contractor 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 />14.. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
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