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10, CONFIDENTIALITY
<br />If CONSULTANT receives from the CITY information which due to the nature of such
<br />inforination is reasonably understood to be confidential and/or proprietary, CONSULTANT
<br />agrees that it shall not use or disclose such information except in the performance of this
<br />Agreement, and further agrees to exercise the same degree of care it uses to protect its own
<br />information of like importance, but in no event less than reasonable care. "Confidential
<br />Information" shall include all nonpublic information. Confidential information includes not only
<br />written information, but also information transferred orally, visually, electronically, or by other
<br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the
<br />other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
<br />shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
<br />through no fault of the CONSULTANT disclosed in a publicly available source; (c) is in rightful
<br />possession of the CONSULTANT without an obligation of confidentiality; (d) is required to be
<br />disclosed by operation of law; or (e) is independently developed by the CONSULTANT without
<br />reference to information disclosed by the CITY.
<br />11, CONFLICT OF INTEREST CLAUSE
<br />Consultant covenants that it presently has no interests and shall not have interests, direct
<br />or indirect, which would conflict in any manner with performance of services specified tuider this
<br />Agreement.
<br />12. DISCRIMINATION
<br />CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by
<br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other
<br />employment related activities. CONSULTANT affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations,
<br />13. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the CITY and
<br />CONSULTANT, and supersedes any and all other agreements, oral or written, between the
<br />parties. In the event of a conflict between the terms of this Agreement and any attachments
<br />hereto, the terns of this Agreement shall prevail. This Agreement may not be modified except
<br />by written instrument signed by the CITY and by an authorized representative of
<br />CONSULTANT, 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
<br />bind or obligate CONSULTANT or the CITY. Each party to this Agreement acknowledges that
<br />no representations, inducements, promises or agreements, orally or otherwise, have been made
<br />by any party, or anyone acting on behalf of any party, which is not embodied herein. The parties
<br />agree that any terms or conditions of any purchase order or other instruinent that are inconsistent
<br />with, or in addition to, the terms and conditions hereof, shall not bind or obligate
<br />CONSULTANT or the CITY.
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