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9. CONFIDENTIALITY
<br />If Consultant receives froth the City information which due to the nature of such information is -reasonably
<br />understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such
<br />information except in the performance of this Agreement, and further agrees to exercise the same degree
<br />ofeare it uses to protectits own information of like importance, but in ho event less than reasonable care.
<br />"Confidential Information" shall include all nonpublic information. Confidential information includes not
<br />only written information, but also information transferred orally, visually, 'eleotronically, or by other
<br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party
<br />is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to
<br />any 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 ofthe Consultant without
<br />an obligation of confidentiality; (d)-is required to be disclosed byoperetionoflaw; or (c)as independently
<br />developed, by the Consultant without reference to information disclosed by the City,
<br />10, CONFLICT OF INTEREST CLAI7SIQ
<br />Consultant covenants that it presently has po interests and shall not have interests„ direct or
<br />indirect, which won Id conflict in any =manner with performance of services specified "under this
<br />Agreement,
<br />11, 1LDISCX?,ilVMtl.TIONT
<br />Consultant shall notdi;;criminate because of race, color, creed3 religion,sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, -or
<br />military.and veteran status, age, stational origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the, recruitment, selection, teaching, training, utilization, promotion, termination or other
<br />employment related activities or any services provided under this Agreement. Consultant affirms that it is
<br />an equal opportunity employer and shall comply With all applicable federal, state and Iocal laws and
<br />regulations.
<br />12. EXCLUSIVITY AND AMBNXIMENI"
<br />MIS agreement represents tile complete and exclusive statement between the City and Consultant,
<br />and;snpersedes any and all other agreements; oral or written, between theparties. In the event of a conflict
<br />between the terms ofthis .attachments hereto, the terms of tbls Agreement shall prevail,
<br />This Agreement may not be modified except by written instrument: signed by the City and by an authorized
<br />representative -of Consultant. 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 bot bind or
<br />obligate "Consultant or the City_ Each party to this Agreement acknowledges that no representations,
<br />Inducements, promises or agreements, orally or otherwise, have been made by any party,, or anyone<acting
<br />on behalf of any party, which is not embodied herein.
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