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<br />10. CONFIDENTIALITY
<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 P2E
<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 P2E 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 P2E Agreement.
<br />12. NON-DISCRIMINATION
<br /> Subcontractor shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, including the Workforce Innovation and Opportunity Act (29
<br />CFR, Parts 37 and 38), in the recruitment, selection, training, utilization, promotion, termination
<br />or 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 P2E Agreement and the State P2E Agreement represent the complete and exclusive
<br />statements between the Contractor and Subcontractor, and supersede any and all other
<br />agreements, oral or written, between the parties. In the event of a conflict between the terms of
<br />this P2E Agreement and the State P2E Agreement, the terms of the State P2E Agreement shall
<br />prevail. This P2E Agreement may not be modified except by written instrument signed by the
<br />Contractor and by an authorized representative of Subcontractor. 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 Subcontractor or the
<br />Contractor. Each party to this P2E 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 />EXHIBIT 1
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