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Docusign Envelope ID: El 182366-3DF6-4A5D-AA25-83DB381 D816A
<br />circumstances, the City shall pay Aramark for all inmate meals, commissary and other services,
<br />provided by Aramark to and including the date of termination, at the rates and within the payment
<br />periods set forth in this Agreement. The City's obligation to pay for meals and commissary services
<br />provided shall survive the termination or expiration of this Agreement. Upon the expiration or any
<br />termination of this Agreement, the City agrees, if requested by Aramark, to purchase Aramark's usable
<br />inventory of food and supplies. The purchase price for such inventory shall be Aramark's invoice cost.
<br />11. NOTICE: All notices or other communication hereunder shall be deemed to be duly given
<br />when made in writing and delivered in person or deposited in the United States mail, postage prepaid,
<br />certified mail, return receipt requested and addressed to the parry at its respective address first set forth
<br />above, or such other address as it may designate, by notice given as aforesaid.
<br />12. CONFLICTS OF INTEREST: Aramark covenants that it presently has no interest and shall
<br />not acquire any interest, direct or indirect, which would conflict in any manner or degree with
<br />performance of this Agreement and no person having any such interest shall be employed. In addition,
<br />no officer, agent or employee of the City and no member of its governing body shall participate in any
<br />decision relating to this Agreement which affects his/her personal interest or any corporation,
<br />partnership, association which he/she is directly or indirectly interested or has any personal or
<br />pecuniary interest.
<br />13. CONFIDENTIAL INFORMATION: All financial, statistical, operating and personnel
<br />materials and information, including, but not limited to, software, technical manuals, recipes, menus
<br />and meal plans, policy and procedure manuals and computer programs relative to or utilized in
<br />Aramark's business (collectively, the "Aramark Proprietary Information") are and shall remain
<br />confidential and the sole property of Aramark and constitute trade secrets of Aramark. The City shall
<br />keep all Aramark Proprietary Information confidential and shall use the Aramark Proprietary
<br />Information only for the purpose of fulfilling the terms of this Agreement. The City shall not photocopy
<br />or otherwise duplicate any materials containing any Aramark Proprietary Information without the prior
<br />written consent of Aramark. Upon the expiration or any termination of this Agreement, all manuals,
<br />software, computers, diskettes, disks and disk drives, and other materials or documents containing any
<br />Aramark Proprietary Information, shall be returned to Aramark.
<br />14. PUBLICITY RIGHTS: Neither Aramark nor City shall disclose the terms of this Agreement
<br />to any other person or entity outside its organization other than as required by law. Neither City nor
<br />Aramark and its Affiliates shall, without the other Parry's consent, use the other Party's name, logo,
<br />trademark or otherwise refer to or identify the other Party in any publicity matters relating to the
<br />Services. Notwithstanding the foregoing, both Parties and their respective Affiliates may, without prior
<br />consent of the other Party, use that Party's name or logo and the existence of this Agreement in
<br />connection with earnings calls or similar matters with their respective investors or analysts as well as
<br />communications to prospective clients (if applicable) and for use in such Parry's marketing materials.
<br />15. ASSIGNMENT: Aramark may not assign this Agreement without the City's prior written
<br />consent (not to be unreasonably withheld, conditioned or delayed), except that Aramark may assign
<br />this Agreement, in its sole discretion, to any of its affiliates without any consent being required. The
<br />term "affiliate" means any corporation, limited liability company or any other person controlling,
<br />controlled by or under common control with, Aramark.
<br />16. ENTIRE AGREEMENT: This Agreement represents the entire agreement and understanding
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