|
all work, data, documents, proceedings, and activities related to this Agreement for a period of
<br />three (3) years from the date of final payment to Consultant under this Agreement.
<br />10. CONFIDENTIALITY
<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
<br />that it shall not use or disclose such information except in the performance of this Agreement,
<br />and further agrees to exercise the same degree of care it uses to protect its own information of
<br />like importance, but in no event less than reasonable care. "Confidential Information" shall
<br />include all nonpublic information. Confidential information includes not only written
<br />information, but also information transferred orally, visually, electronically, or by other means.
<br />Confidential information disclosed to either party by any subsidiary and/or agent of the other
<br />party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
<br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
<br />through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
<br />possession of the Consultant without an obligation of confidentiality; (d) is required to be
<br />disclosed by operation of law; or (e) is independently developed by the Consultant without
<br />reference to information disclosed by the City.
<br />11. CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct or
<br />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
<br />status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under
<br />this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply
<br />with all 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
<br />terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br />instrument signed by the City and by an authorized representative of Contractor. The parties
<br />agree that any terns or conditions of any purchase order or other instrument that are inconsistent
<br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or
<br />the City. Each party to this Agreement acknowledges that no representations, inducements,
<br />3
<br />
|