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10. CONFIDENTIALITY
<br />If UCCE receives from the City information which due to the nature of such information
<br />is reasonably understood to be confidential and/or proprietary, UCCE agrees that it shall not use
<br />or disclose such information except in the performance of this Agreement, and further agrees to
<br />exercise the same degree of care it uses to protect its own information of like importance, but in
<br />no event less than reasonable care. "Confidential Information" shall include all nonpublic
<br />information. Confidential information includes not only written information, but also information
<br />transferred orally, visually, electronically, or by other means. Confidential information disclosed
<br />to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The
<br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has
<br />been disclosed in publicly available sources; (b) is, through no fault of UCCE disclosed in a publicly
<br />available source; (c) is in rightful possession of UCCE without an obligation of confidentiality; (d)
<br />is required to be disclosed by operation of law; or (e) is independently developed by UCCE without
<br />reference to information disclosed by the City. The parties note that UCCE is a public institution
<br />and is required by law to respond to requests under the California Public Records Act, among other
<br />applicable laws and regulations.
<br />11. CONFLICT OF INTEREST CLAUSE
<br />UCCE 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 />12. NON-DISCRIMINATION
<br />UCCE shall not discriminate because of race, 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, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under this
<br />Agreement. UCCE affirms that it is 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 />UCCE, and supersedes any and all other agreements, oral or written, between the parties. In the
<br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of
<br />this Agreement shall prevail. This Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative of UCCE. The parties agree that any terms
<br />or conditions of any purchase order or other instrument that are inconsistent with, or in addition
<br />to, the terms and conditions hereof, shall not bind or obligate UCCE or the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not
<br />embodied herein.
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