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9. CONFIDENTIALITY
<br />If Vendor receives from the City information which due to the nature of such information is
<br />reasonably understood to be confidential and/or proprietary, Vendor agrees that it shall not use or disclose
<br />such information except in the performance of this Agreement, and further agrees to exercise the same
<br />degree of care it uses to protect its own information of like importance, but in no event less than reasonable
<br />care. "Confidential Information' shall include all nonpublic information. Confidential information
<br />includes not only written information, but also information transferred orally, visually, electronically, or
<br />by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the
<br />other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall
<br />not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no
<br />fault of the Vendor disclosed in a publicly available source; (c) is in rightful possession of the Vendor
<br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is
<br />independently developed by the Vendor without reference to information disclosed by the City.
<br />10. CONFLICT OF INTEREST CLAUSE
<br />Vendor covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
<br />11. NON-DISCRIMINATION
<br />Vendor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or
<br />military and veteran status, age, national 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. Vendor affirms that it is an
<br />equal opportunity employer and shall comply with all applicable federal, state and local laws and
<br />regulations.
<br />12. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Vendor,
<br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
<br />between the terms of this Agreement and any attachments hereto, the terms of this 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 Vendor. 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 bind or
<br />obligate Vendor 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.
<br />13. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Vendor, Vendor may
<br />not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the
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