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9. RECORDS
<br />Subcontractor shall keep records and invoices in connection with the work to be
<br />performed under this ARPA Agreement. Subcontractor shall maintain complete and accurate
<br />records with respect to the costs incurred under this ARPA Agreement and any services,
<br />expenditures, and disbursements charged to the Contractor for a minimum period of three (3)
<br />years, or for any longer period required by law, from the date of final payment to Subcontractor
<br />under this ARPA Agreement. All such records and invoices shall be clearly identifiable.
<br />Subcontractor shall allow a representative of the Contractor to examine, audit, and make
<br />transcripts or copies of such records and any other documents oreated pursuant to this ARPA
<br />Agreement during regular business hours. Subcontractor shall allow inspection of all work, data,
<br />documents, proceedings, and activities related to this ARPA Agreement for a period of three (3)
<br />years from the date of final payment to Subcontractor under this ARPA Agreement.
<br />10. CONFIDENTIALITY
<br />If Subcontractor receives from the Contractor information which due to the nature of
<br />such information is reasonably understood to be confidential and/or proprietary, Subcontractor
<br />agrees that it shall not use or disclose such information except in the performance of this ARPA
<br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own
<br />information of like importance, but in no event less than reasonable care. "Confidential
<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 party by any subsidiary and/or agent of the
<br />other party is covered by this ARPA Agreement, "the foregoing obligations of non-use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
<br />sources; (b) is, through no fault of the Subcontractor disclosed in a publicly available source; (c)
<br />is in rightful possession of the Subcontractor without an obligadon of confidentiality; (d) is
<br />required to be disclosed by operation of law; or (c) 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 in any manner with performance of services specified
<br />under this ARPA Agreement.
<br />12, NON-DISCRIMINA71ON
<br />During the performance of this ARPA Agreement, Subcontractor and its subcontractors
<br />shall not deny the contract's benefits to any person on the basis of race, religious creed, color,
<br />national origin, ancestry, physical disability, mental disability, hnodical condition, genetic
<br />information, marital status, sex, gender, gender identity, gender expression, age, sexual
<br />orientation, or military and veteran status, nor shall they discriminate unlawfully against any
<br />employee or applicant for employment because of race, religions creed, color, national origin,
<br />ancestry, physical disability, mental disability, medical condition, genetic information, marital
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