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under this CA4AII Agreement. All such records and invoices shall be clearly identifiable. <br />Subcontractor shall allow a representative of the Contractor to examine, audit, and make <br />transcripts or copies of such records and any other documents created pursuant to this CA4AII <br />Agreement during regular business hours. Subcontractor shall allow inspection of all work, data, <br />documents, proceedings, and activities related to this CA4AII Agreement for a period of three (3) <br />years from the date of final payment to Subcontractor under this CA4AII Agreement. <br />i IMENKIrtm-lue YF llYM <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 CA4AII <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 CA4AII 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 CA4AII 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, medication conditions, <br />genetic information, or military and veteran status, age, national origin, ancestry, or disability, as <br />defined and prohibited by applicable law, in the recruitment, selection, training, utilization, <br />promotion, termination or other employment related activities or any services provided under <br />this CA4AII Agreement. Subcontractor affirms that it is an equal opportunity employer and shall <br />comply with all applicable federal, state and local laws and regulations. <br />13. EXCLUSIVITY AND AMENDMENT <br />This CA4AII Agreement and the State CA4AII Agreement represent the complete and <br />exclusive 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 CA4AII Agreement and the State CA4Al1 Agreement, the terms of the State CA4AII <br />Agreement shall prevail. This CA4AII Agreement may not be modified except by written <br />