|
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 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 that are the subject to this Agreement performed by City
<br /> personnel or by other Contractors retained by City.
<br /> Page 6 of 9
<br />
|