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or documents provided by Subcontractor to the City pursuant to this Agreement. <br /> 9. RECORDS <br /> Subcontractor shall keep records and invoices in connection with the work to be performed <br /> under this Agreement. Subcontractor shall maintain complete and accurate records with respect <br /> to the costs incurred under this Agreement and any services, expenditures, and disbursements <br /> charged to the City for a minimum period of three(3) years, or for any longer period required by <br /> law, from the date of final payment to Subcontractor under this Agreement. All such records and <br /> invoices shall be clearly identifiable. Subcontractor shall allow a representative of the City to <br /> examine, audit, and make transcripts or copies of such records and any other documents created <br /> pursuant to this Agreement during regular business hours. Subcontractor shall allow inspection of <br /> all work, data, documents, proceedings, and activities related to this Agreement for a period of <br /> three (3) years from the date of final payment to Subcontractor under this Agreement. <br /> 10. CONFIDENTIALITY <br /> If Subcontractor receives from the City information which due to the nature of such <br /> information is reasonably understood to be confidential and/or proprietary, Subcontractor agrees <br /> that it shall not use or disclose such information except in the performance of this Agreement, and <br /> further agrees to exercise the same degree of care it uses to protect its own information of like <br /> importance, but in no event less than reasonable care. "Confidential Information"shall include all <br /> nonpublic information, Confidential information includes not only written information, but also <br /> information transferred orally, visually, electronically, or by other means. Confidential <br /> information disclosed to either party by any subsidiary and/or agent of the other party is covered <br /> by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any <br /> information that(a)has been disclosed in publicly available sources; (b)is,through no fault of the <br /> Subcontractor disclosed in a publicly available source; (c) is in rightful possession of the <br /> Subcontractor without an obligation of confidentiality; (d)is required to be disclosed by operation <br /> of law; or (e) is independently developed by the Subcontractor without reference to information <br /> disclosed by the City. <br /> 11. CONFLICT OF INTEREST CLAUSE <br /> Subcontractor covenants that it presently has no interests and shall not have interests,direct <br /> or indirect, which would conflict in any manner with performance of services specified under this <br /> Agreement. <br /> 12. NON-DISCRIMINATION <br /> Subcontractor shall not discriminate because of race, color, creed, religion, sex, marital <br /> status, 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 /> Page 6 of 10 <br /> #200b970v1 <br />