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10. CONFIDENTIALITY
<br />If Consultant receives from theCity information which due tothe nature ofsuch
<br />information isreasonably understood to be confidential and/or proprietary, Consultant agreesthat
<br />itshall not use ordisclose such information except intheperformance of this Agreement, and
<br />further agrees toexercise thesame degree of care ituses toprotect its own information oflike
<br />nonpublic information. Confidential information includes notonly written information, but also
<br />information transferred orally, visually, electronically, orbyother means. Confidential
<br />information disclosed to either party by any subsidiary and/oragent ofthe other party iscovered
<br />bythis Agreement. The foregoing obligations ofnon-use andnondisclosure shall not apply toany
<br />information that (a) hasbeen disclosed inpublicly available sources; (b) is, through nofault ofthe
<br />Consultant disclosed in apublicly available source; (c) is inrightful possession of the Consultant
<br />without anobligation ofconfidentiality; (d) isrequired tobedisclosed by operation oflaw; or (e)
<br />isindependently developed bythe Consultant without reference to information disclosed by the
<br />City.
<br />11. CONFLICT OFINTEREST CLAUSE
<br />Consultant covenants thatitpresently has no interests and shallnot have interests, direct
<br />or indirect, which would conflict in any manner with performance ofservices specified under this
<br />Agreement.
<br />12. NON-DISCRIMINATION
<br />Consultant shall not discriminate because ofrace, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, ordisability, asdefined
<br />and prohibited byapplicable law, inthe recruitment, selection, teaching, training, utilization,
<br />promotion, termination orother employment related activities or any services provided under this
<br />Agreement. Consultant affirms that itis an equal opportunity employer and shall comply with all
<br />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, andsupersedes any andall other agreements, oral orwritten, between theparties. In
<br />the event of aconflict between the terms ofthisAgreement and any attachments hereto, the terms
<br />ofthis Agreement shall prevail. This Agreement may not bemodified except by written instrument
<br />signed by theCity and by an authorized representative of Contractor. The parties agree that any
<br />terms or conditions ofany purchase order orother instrument that are inconsistent with, orin
<br />addition to, the terms and conditions hereof, shall not bindorobligate Consultant orthe City. Each
<br />party to this Agreement acknowledges thatnorepresentations, inducements, promises or
<br />agreements, orally or otherwise, have been made byany party, oranyone acting on behalf ofany
<br />party, which is not embodied herein.
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