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10. 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 /> 11. 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 /> 12. 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 /> 13. 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 /> agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
<br /> party, which is not embodied herein.
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