UTILITY RESPONSE TRAINING ASSOCIATES, LLC.

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minimum period of three (3) years, or for any longer period required bylaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement, 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE a. Contractor covenants that it presently has no interests and shall not have interests, director indirect, which would conflict in any manner with performance of services specified under this Agreement. b. The parties understand that outside parties, subject to receipt of financial benefit from UASI funding, as noted in Recital Section B and the RFQ, are often utilized by the ASA UASI as subject matter expert reviewing training and exercise proposals. To avoid potential conflict of interest of engaging sub -contractors, subject to receipt of financial benefit from UASI funding, shall not be engaged by the Contractor as a sub -contractor to provide the services provided in this Agreement, or any change order or amendment thereto. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: