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documents, proceedings, and activities related to this Agreement for a period of three (3) years <br /> from the date of final payment to Consultant under this Agreement. <br /> 9. CONFIDENTIALITY <br /> If Consultant receives from the City information which due to the nature of such <br /> information is reasonably understood to be confidential and/or proprietary, Consultant agrees that <br /> it shall not use or disclose such information except in the performance of this Agreement, and <br /> further agrees to exercise the same degree of care it uses to protect its own information of like <br /> importance,but in no event less than reasonable care. "Confidential Information" shall include all <br /> nonpublic information. Confidential information includes not only written information, but also <br /> information transferred orally, visually, electronically, or by other means. Confidential <br /> information disclosed to either party by any subsidiary and/or agent of the other party is covered <br /> by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any <br /> information that(a)has been disclosed in publicly available sources; (b)is,through no fault of the <br /> Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant <br /> without an obligation of confidentiality; (d)is required to be disclosed by operation of law; or (e) <br /> is independently developed by the Consultant without reference to information disclosed by the <br /> City. <br /> 10. CONFLICT OF INTEREST CLAUSE <br /> Consultant covenants that it presently has no interests and shall not have interests, direct <br /> or'indirect,which would conflict in any manner with performance of services specified under this <br /> Agreement. <br /> 11. NON-DISCRIMINATION <br /> Consultant 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. Consultant affirms that it is an equal opportunity employer and shall comply with all <br /> applicable federal, state and local laws and regulations. <br /> 12. EXCLUSIVITY AND AMENDMENT <br /> This Agreement represents the complete and exclusive statement between the City and <br /> Consultant, and supersedes any and all other agreements, oral or written, between the parties. In <br /> the event of a conflict between the terms of this Agreement and any attachments hereto, the terms <br /> of 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 Consultant. The parties agree that any <br /> terms or conditions of any purchase order or other instrument that are inconsistent with, or in <br /> addition to,the terms and conditions hereof,shall not bind or obligate Consultant or the City. Each <br /> party to this Agreement acknowledges that no representations, inducements, promises or <br /> Page 6of10 <br />