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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 Contractor disclosed in a publicly available source; (c) is in rightful <br />possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the Contractor without reference to information <br />disclosed by the City. <br />11. CONFLICT OF INTEREST CLAUSE <br />Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, <br />which would conflict in any manner with performance of services specified under this Agreement. <br />12. NON-DISCRIMINATION <br />Contractor 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. Contractor 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 />obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting <br />on behalf of any 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 written <br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior <br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit <br />the City's ability to have any of the services which are the subject to this Agreement performed by City <br />personnel or by other contractors retained by City. <br />15. TERMINATION <br />