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9. CONFIDENTIALITY
<br />If Consultant receives from 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 />of care it uses to protect its own information of like importance, but in no 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, electronically, 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 of the Consultant without
<br />an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
<br />developed by the Consultant without reference to information disclosed by the City.
<br />I.O. 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 />11. DISCRIMINATION
<br />Consultant 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 Iaw, 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 AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Consultant,
<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 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 not 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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