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10. CONFIDENTIALTTY <br />if Consultant receives from the City information which due to the nature of such <br />information is reasonably understood 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 like <br />importance, but in no event less than reasonable care. "Confidential information" shall include all <br />nonpublic information, Confidential information includes not only written information, but also <br />information transferred orally, visually, electronically, 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 shal i 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 rightful possession of the Consultant <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (c) <br />is independently developed by the Consultant without reference to information disclosed by the <br />Citv. <br />11. 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 manner with performance of services specified under this <br />Agreement. <br />12. NON-DISCRIMINATION <br />Consultant 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 origin,, ancestry, or disabi'Lity, as defined <br />and prohibited by applicable law, in the recruitment- selection, teaching, training, utilization, <br />promotion, termination or oilier employment related activities or any services provided under this <br />Agreement. Consultant affirms that it is an equal opportunity employer and 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 between the. City and <br />Contractor, 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 Agreement and any attachments hereto, the terms <br />of 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 Contractor. The parties agree that any <br />teams 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 otherswise„ have been made by arry parry, or anyone acting on behalf of any <br />Party, which is not embodied herein. <br />Page 5 of S <br />#40332v2 <br />25E-7 <br />