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All Security shall allow a representative of the City to examine, audit, and make transcripts or copies of <br />such records and any other documents created pursuant to this Agreement during regular business hours. <br />All Security shall allow inspection of all work, data, documents, proceedings, and activities related to this <br />Agreement for a period of three (3) years from the date of final payment to All Security under this <br />Agreement. <br />10. CONFIDENTIALITY <br />If All Security receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, All Security agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise the <br />same degree of care it uses to protect its own information of like importance, but in no event less than <br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br />(b) is, through no fault of the All Security disclosed in a publicly available source; (c) is in rightful <br />possession of the All Security without an obligation of confidentiality; (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the All Security without reference to information <br />disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />All Security 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 />All Security shall not discriminate because of race, color, creed, religion, sex, marital status, sexual <br />orientation, gender identity, gender expression, gender, medical conditions, genetic information, or <br />military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by <br />applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other <br />employment related activities or any services provided under this Agreement. All Security affirms that it <br />is an equal opportunity employer and shall comply with all applicable federal, state and local laws and <br />regulations. <br />13. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and Contractor, <br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict <br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. <br />This Agreement may not be modified except by written instrument signed by the City and by an authorized <br />representative of Contractor. The parties agree that any terms or conditions of any purchase order or other <br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or <br />