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12. CONFLICT OF INTEREST CLAUSE <br />Subcontractor covenants that it presently has no interests and shall not have interests, <br />direct or indirect, which would conflict in any manner with performance of services specified <br />under this HEAP Agreement. <br />13. NON-DISCRIMINATION <br />Subcontractor 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 <br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or <br />other employment related activities. Subcontractor affirms that it is an equal opportunity <br />employer and shall comply with all applicable federal, state and local laws and regulations. <br />14. EXCLUSIVITY AND AMENDMENT <br />This HEAP Agreement and the State HEAP Agreement represent the complete and <br />exclusive statements between the Contractor and Subcontractor, and supersede any and all other <br />agreements, oral or written, between the parties. In the event of a conflict between the terms of <br />this HEAP Agreement and the State HEAP Agreement, the terms of the State HEAP Agreement <br />shall prevail. This Heap Agreement may not be modified except by written instrument signed by <br />the Contractor and by an authorized representative of Subcontractor. The parties agree that any <br />terms or conditions of any purchase order or other instrument that are inconsistent with, or in <br />addition to, the terms and conditions hereof, shall not bind or obligate Subcontractor or the <br />Contractor. Each party to this HEAP Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or <br />anyone acting on behalf of any party, which is not embodied herein. <br />15. ASSIGNMENT <br />Inasmuch as this HEAP Agreement is intended to secure the specialized services of <br />Subcontractor, Subcontractor may not assign, transfer, delegate, or subcontract any interest <br />herein without the prior written consent of the Contractor and any such assignment, transfer, <br />delegation or subcontract without the Contractor's prior written consent shall be considered null <br />and void. Nothing in this HEAP Agreement shall be construed to limit the Contractor's ability to <br />have any of the services which are the subject to this HEAP Agreement performed by Contractor <br />personnel or by other Subcontractors retained by Contractor. <br />16. TERMINATION <br />This HEAP Agreement may be terminated by either party upon thirty (30) days written <br />notice of termination. In such event, Subcontractor shall be entitled to receive and the <br />Contractor shall pay Subcontractor compensation for all services performed by Subcontractor <br />prior to receipt of such notice of termination, subject to the following conditions: <br />a. As a condition of such payment, the Executive Director may require <br />Subcontractor to deliver to the Contractor all work product(s) completed by Subcontractor as of <br />7 <br />