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EXHIBIT 1
<br />Tf Subcontractor receives from the Contractor inforniation which due to the nature of
<br />Such information is reasonably understood to be conlidential ancUor proprietary, Subcontractor
<br />agrees Chao it shall not use or disclose such inlunnation except in the perlbrrnance of this IIEAP
<br />Agrcanent, and further agrees to exercise the same degree of care it uses m protect its own
<br />information of like importance, but in no event less than reasonable care. "Confidential
<br />htforimmon" shall include all nonpublic inR rntalion- Confidential information includes not only
<br />written information, bill also inlbrrnation transferred orally, visually, electronically, or by otha-
<br />trreans- Confidential information discloses) to either party by any subsidiary and/or agent of this
<br />other party is covered by this 11LAP Agreement. The foregoing obligations of non-use and
<br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available
<br />sources; (b) is, through no fault of the Subcontractor disclosed in a publicly available source; (c)
<br />is in rigtrtful possession of the Subcontractor without an obligation of confidentiality. (d) is
<br />required to be disclosed by opa'ation of law; or (e) is independeully developed by the
<br />Subcontractor without reference to information disclosed by the Contractor,
<br />11. CONFLICT OF INTEREST CLAUSE
<br />Subcontractor covenants that it presently has no interests and shall not have interests,
<br />direct or indirect, which would contlict in any manner with performance of services specified
<br />under this TTF.AP Agreement-
<br />12. 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 aflirtns that it is an equal opportunity
<br />employer and shall cornply with all applicable tederal, state and local laws and regulations.
<br />13. EXCLUSIVI VY AND AMLNDMENT
<br />This HEAP APrccrnent represent the complete and exclusive stttcntcnts bctwecn the
<br />Contractor and Subcontractor, and supersede any and all other agrectrtents, oral or written,
<br />between the patties. This 11EAP Agreement may not be modified except by written instrument
<br />signed by the Contractor and by an authorized representative of Subcontractor- The patties agree
<br />that any terms or conditions of any pill -chase order or other instnumalt that arc inconsistent with,
<br />or in addition to, the terms and conditions hereof, shall not bind or obligate Subcontractor or the
<br />Contractor. Each party to this 11EAP Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any patty, or
<br />anyone acting on behalf of any party, which is not embodied herein.
<br />14. ASSIGNMENT
<br />Inasimrch as this HKAP Agreement is intended to secure the specialized services of
<br />Subcontractor, Subcontractor ntay not assign, transfer, deleLate, 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
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<br />City Council 23 — 8 416/2021
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