VCA ANIMAL HOSPITALS, INC. dba VCA YORBA REGIONAL ANIMAL HOSPITAL

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work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information=which due to the nature of such information is reasonably understood to be confidential and/or proprietary; Consultant agrees that it shall not use or disclose such information except in the performance of ibis Agreement, and further agrees to exercise the `same degree of care it uses to protect its own information of like importance, but in no event less than reasonable cafe. "Confidential Information" shall include all nonpublic information. Confidential information includes not ottly written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either partyby any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non -rise and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an, obligation of confidentiality, (d) is required to be disclosed by operation of law; or (e) is independentlydeveloped by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSEI 6 rw, Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRLMINATION " Provider shall not discriminate because of race, color, creed, religion, sex, mantel stahts Rpm ad nrientatinn oerider dentity '.Ponder exnreccinn aandPr .P.I; ,.--'A,.,...k information, or military and veteran status, age, national origin, aneest and prohibited by applicable -law, in the recruitment, selection, teat promotion., termination or other employment related activities or any s Agreement Provider affirms that its an equal opportunity: employer applicable federal, s f ate and local laws and regulations. I , EXCLUSIVITY AND AMENDMENT IV This Agreement represents the complete and exclusive stater Contractor, and supersedes any and all other agreements, oral or writt the event of a conflict between the terns of this Agreement and anyat ofthis Agreement shall prevail. This Agreement may not be modified e signed by the City and by an authorized representative of Contractor`: terms or conditions of any purchase order or other instrument that i addition to, the terms and conditions hereof, shall not bind or obligate'( party to this Agreement acknowledges that no representations, #31925v2 Page 5