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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 /> Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor
<br /> without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e)
<br /> is independently developed by the Contractor without reference to information disclosed by the
<br /> City.
<br /> 11. CONFLICT OF INTEREST CLAUSE
<br /> Contractor 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 /> Contractor 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. Contractor 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 /> Contractor, 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 Contractor. 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 Contractor or the City. Each
<br /> Party to this Agreement acknowledges that no representations, inducements, promises or
<br /> agreements, orally or otherwise,have been made by any Party, or anyone acting on behalf of any
<br /> Party, which is not embodied herein.
<br /> 14. ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br /> Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br /> written consent of the City and any such assignment, transfer, delegation or subcontract without
<br /> the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
<br /> be construed to limit the City's ability to have any of the services which are the subject to this
<br /> Agreement performed by City personnel or by other Contractors retained by City.
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