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13. CONFIDENTIALITY If Company receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Company agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Company disclosed in a publicly available source; (c) is in rightful possession of the Company without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Company without reference to information disclosed by the City. 14. CONFLICT OF INTEREST CLAUSE Company covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 15. DISCRIMINATION Company shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Company affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. EXCLUSIVITY AND AMENDMENT Company shall be the exclusive construction and advertising partner to the City for all digital billboards and digital banners on City -owned or City -designated properties. Furthermore, Company shall have the exclusive right to represent, manage, and sell the Advertising Inventory. This Agreement does not include digital community kiosks that provide information of interest to residents and tourists and/or any stops or infrastructure related to the OC Streetcar that is scheduled to begin service at some time following the Effective Date of this Agreement, nor does it include digital advertising kiosks at bus shelters and bus stops. This Agreement represents the complete and exclusive statement between the City and Company, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.. This Agreement may not be modified except by written instrument signed by the City Manager or their designee and by an authorized representative of Company. The parties agree that any terms or Page 8 of 31