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13. CONFIDENTIALITY <br />If Company receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Company agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br />(b) is, through no fault of the Company disclosed in a publicly available source; (c) is in rightful possession <br />of the Company without an obligation of confidentiality; (d) is required to be disclosed by operation of <br />law; or (e) is independently developed by the Company without reference to information disclosed by the <br />City. <br />14. CONFLICT OF INTEREST CLAUSE <br />Company 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 />15. DISCRIMINATION <br />Company shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the <br />recruitment, selection, training, utilization, promotion, termination or other employment related activities. <br />Company affirms that it is an equal opportunity employer and shall comply with all applicable federal, <br />state and local laws and regulations. <br />16. EXCLUSIVITY AND AMENDMENT <br />For the Term of this Agreement, Company shall be the exclusive advertising and maintenance <br />partner to the City for its Street Furniture. Furthermore, Company shall have the exclusive right to <br />represent, manage, and sell the Advertising Inventory. This Agreement does not include digital <br />community kiosks that provide information of interest to residents and tourists and/or any stops or <br />infrastructure related to the OC Streetcar that is scheduled to begin service at some time following the <br />Effective Date of this Agreement. The rights under this Agreement may include a possible nonexclusive <br />future digital option at future Street Furniture locations as determined by the City. This option would <br />provide digital advertising kiosks that may be built in the future which will be serviced and compensated <br />pursuant to mutually agreeable terms to be negotiated in writing by the parties at a later date. <br />This Agreement represents the complete and exclusive statement between the City and Company, <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 />Page 8 of 27 <br />