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Docusign Envelope ID:E1182366-3DE6-4A5D-AA25-83DB381D816A
<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 party 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 /> ]seep all Aramark Proprietary Information confidential and shall use the Ararnark 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 Party'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 Party'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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