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EXHIBIT 3 <br />disclosed in a publicly available source; (c) is in rightful possession of the Subcontractor without <br />an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is <br />independently developed by the Subcontractor without reference to information disclosed by the <br />Contractor. <br />11.CONFLICTOFINTEREST CLAUSE <br />Subcontractor covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services specified <br />underthis FUP/FYISpecial FeesAgreement. <br />12.NON-DISCRIMINATION <br />Subcontractor shall not discriminate because of race, color, creed, religion, sex, marital <br />status,sexualorientation,age,nationalorigin,ancestry,ordisability,asdefinedandprohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />otheremploymentrelatedactivities.Subcontractoraffirmsthatitisanequalopportunity <br />employerandshallcomplywithallapplicable federal, state andlocal laws andregulations. <br />13.EXCLUSIVITYANDAMENDMENT <br />This FUP/FYI Special Fees Agreement represent the complete and exclusive statements <br />between the Contractor and Subcontractor, and supersede any and all other agreements, oral or <br />written, between the parties.This FUP/FYI Special Fees Agreement may notbe modified except <br />bywritteninstrumentsignedbytheContractorandbyanauthorizedrepresentativeof <br />Subcontractor.The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not <br />bind or obligate Subcontractor or the Contractor. Each party to this FUP/FYI Special Fees <br />Agreementacknowledgesthatnorepresentations,inducements,promisesoragreements,orally <br />or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not <br />embodiedherein. <br />14.ASSIGNMENT <br />Inasmuch as this FUP/FYI Special Fees Agreement is intended to secure the specialized <br />services of Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any <br />interest herein without the prior written consent of the Contractor and any such assignment, <br />transfer,delegationorsubcontractwithouttheContractor'spriorwrittenconsentshallbe <br />considered null and void. Nothing in this FUP/FYI Special Fees Agreement shall be construed <br />Special Fees Agreement performed by Contractor personnel or by other Subcontractors retained <br />byContractor. <br />15.TERMINATION <br />ThisFUP/FYISpecialFeesAgreementmaybeterminatedbytheContractoruponthirty <br />(30)dayswrittennoticeoftermination.Insuchevent,Subcontractorshallbeentitledtoreceive <br />7 <br /> <br />