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