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information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
<br /> it shall not use or disclose such information except in the performance of this Agreement„ and
<br /> further agrees to exorcise 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 lnfornnati.on"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 /> Consultant discloses) in a publicly available source, (c)is in rightful possession of the Consultant
<br /> without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or(e)
<br /> is independently developed by the Consultant without reference to information disclosed by the
<br /> City.
<br /> 12. CONFLICT OF INTEREST CLAUSE
<br /> Consultant covenants that it presently has no interests and shall not have interests, direct
<br /> or indirect,which would conflict in any roarnner with performance of services specified under this
<br /> Agreement.
<br /> 13. NON-vDISCRIMINATION
<br /> Consultant shall not discriminate because of race,color,creed,religion,sere,marital status,
<br /> sexual orientation, gender identity, gender expression, gender, medical conditions, ,genetic
<br /> infori-nation, 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. Consultant of irins that it is an equal;opportunity employer and shall.comply with all
<br /> applicable federal,state and local laws and regulations.
<br /> 14. EXCLUSIVITY AND AMENDMENT
<br /> This Agreement represents the complete and exclusive statement between the City and
<br /> Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
<br /> the event of a.conflict between the terms of this Agreement and any attachments hereto, the temis
<br /> of 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 Consultant, 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 Consultant or the City.Each
<br /> party to this Agreement acknowledges that no representations, inducements, promises or
<br /> agreements, orally or otherwise,,have been made by any party, or anyone acting on behalf of any
<br /> party,which is not embodied herein,
<br /> 15. ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
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