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DocuSlgn,Envelope ID: 304580EC-4319-4C34-8C29-AEC86722752C
<br />visually, electronically, or by other means. Confidential information disclosed to either party by
<br />any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing
<br />obligations of non-use and nondisclosure shall not apply to any information that (a) has been
<br />disclosed in publicly available sources; (b) is, through no fault of NCSI disclosed in a publicly
<br />available source; (c) is in rightful possession of NCSI without an obligation of confidentiality;
<br />(d) is required to be disclosed by operation of law; or (e) is independently developed by the
<br />NCSI without reference to information disclosed by the City.
<br />It. CONFLICT OF INTEREST CLAUSE
<br />NCSI covenants that it presently has no interests and shall not have interests, direct or
<br />indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />12. NON-DISCRIMINATION
<br />NCSI shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
<br />information, or military and veteran status, age, national origin, ancestry, or disability, as defined
<br />and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
<br />promotion, termination or other employment related activities or any services provided under this
<br />Agreement. NCSI affirms that it is an equal opportunity employer and shall comply with all
<br />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 />NCSI, and supersedes any and all other agreements, oral or written, between the parties. In the
<br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of
<br />this Agreement shall prevail. This Agreement may not be modified except by written instrument
<br />signed by the City and by an authorized representative of NCS I. The parties agree that any terms
<br />or conditions of any purchase order or other instrument that are inconsistent with, or in addition
<br />to, the terms and conditions hereof, shall not bind or obligate NCSI or the City. Each party to this
<br />Agreement acknowledges that no representations, inducements, promises or agreements, orally or
<br />otherwise, have been made by any party, or anyone acting on behalf of any party, which is not
<br />embodied herein,
<br />14. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of NCSI, NCSI
<br />may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's
<br />prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />construed to limit the City's ability to have any of the services, which are the subject to this
<br />Agreement performed by City personnel or by other Contractors retained by City.
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