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10. CONFIDENTIALITY
<br />If CONTRACTOR receives from the CI
<br />information is reasonably understood to be
<br />agrees that it shall not use or disclose such
<br />Agreement, and further agrees to exercise the
<br />information of like importance, but in no ev
<br />Information" shall include all nonpublic inform
<br />written information, but also information trans
<br />means. Confidential information disclosed to
<br />subcontractor or independent contractor of the
<br />foregoing obligations of non-use and nondiscl
<br />has been disclosed in publicly available source
<br />disclosed in a publicly available source: (c) i
<br />TY information which due to the nature of such
<br />confidential and/or proprietary, CONTRACTOR
<br />information except in the performance of this
<br />same degree of care it uses to protect its own
<br />ent less than reasonable care. "Confidential
<br />ation. Confidential information includes not only
<br />ferred orally, visually, electronically, or by other
<br />either party by any subsidiary and/or agent,
<br />other party is covered by this Agreement. The
<br />osure shall not apply to any information that (a)
<br />s; (b) is, through no fault of the CONTRACTOR
<br />s in rinhtful nngHARSinn of +hc rnr iTDorrnD
<br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
<br />is independently developed by the CONTRACTOR without reference to information disclosed by
<br />the CITY.
<br />11. NONDISCRIMINATION
<br />During the performance of this Agreement, CONTRACTOR and its officers, employees,
<br />agents, representatives or subcontractors shall not unlawfully discriminate in violation of any
<br />federal , state or local law, rule or regulation against any employee, applicant for employment or
<br />person receiving services under this Agreement because of race, religion, color, national origin,
<br />ancestry, physical or mental disability, medical condition (including genetic characteristics) ,
<br />marital status, age, political affiliation, sex, or sexual orientation. CONTRACTOR and its
<br />officers, employees, agents, representatives or subcontractors shall comply with all applicable
<br />Federal, State and local laws and regulations related to policy, the Fair Employment and
<br />Housing Act (Government Code sections 12900 et seq.); California Labor Code sections 1101,
<br />1102 and 1102.1; the Federal Civil Rights Act of 1964 (P.L. 88-352), as amended; and all
<br />applicable regulations promulgated in the California Code of Regulations or the Code of Federal
<br />Regulations.
<br />12. ASSIGNMENT
<br />(a) This is an agreement for the services of CONTRACTOR. CITY has relied upon
<br />the skills, knowledge, experience and training of CONTRACTOR and the CONTRACTOR'S
<br />firm, associates and employees' knowledge, experience and training of CONTRACTOR and the
<br />CONTRACTOR'S firm, associates and employees as an inducement to enter into this
<br />Agreement. CONTRACTOR shall not assign or subcontract any portion of this Agreement
<br />except as set forth hereunder in accordance with subsection (b) or as set forth in accordance
<br />with Exhibit "A" of this Agreement without the prior written consent of CITY. Further,
<br />CONTRACTOR shall not assign any monies due or to become due under this Agreement
<br />without amendment hereto or prior written consent of CITY.
<br />(b) CITY acknowledges CONTRACTOR may use subcontractors to provide
<br />installation, repair, refurbishment, fire engineering, maintenance, inspections, software support,
<br />on-site or remote application hosting, monitoring, or certification services.
<br />
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