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<br />6 <br /> <br />If Subcontractor receives from the Contractor information which due to the nature of <br />such information is reasonably understood to be confidential and/or proprietary, Subcontractor <br />agrees that it shall not use or disclose such information except in the performance of this HEAP <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own <br />information of like importance, but in no event less than reasonable care. “Confidential <br />Information” shall include all nonpublic information. Confidential information includes not only <br />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 <br />other party is covered by this HEAP Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Subcontractor disclosed in a publicly available source; (c) <br />is in rightful possession of the Subcontractor without an obligation of confidentiality; (d) is <br />required to be disclosed by operation of law; or (e) is independently developed by the <br />Subcontractor without reference to information disclosed by the Contractor. <br />11. CONFLICT OF INTEREST CLAUSE <br />Subcontractor covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services specified <br />under this HEAP Agreement. <br />12. NON-DISCRIMINATION <br /> Subcontractor shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities. Subcontractor affirms that it is an equal opportunity <br />employer and shall comply with all applicable federal, state and local laws and regulations. <br />13. EXCLUSIVITY AND AMENDMENT <br />This HEAP Agreement represent the complete and exclusive statements between the <br />Contractor and Subcontractor, and supersede any and all other agreements, oral or written, <br />between the parties. This HEAP Agreement may not be modified except by written instrument <br />signed by the Contractor and by an authorized representative of Subcontractor. The parties agree <br />that any terms or conditions of any purchase order or other instrument that are inconsistent with, <br />or in addition to, the terms and conditions hereof, shall not bind or obligate Subcontractor or the <br />Contractor. Each party to this HEAP Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or <br />anyone acting on behalf of any party, which is not embodied herein. <br />14. ASSIGNMENT <br />Inasmuch as this HEAP Agreement is intended to secure the specialized services of <br />Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the Contractor and any such assignment, transfer, <br />delegation or subcontract without the Contractor's prior written consent shall be considered null <br />EXHIBIT 1