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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 /> Agreement. Subcontractor affirms that it is an equal opportunity employer and shall comply with
<br /> all applicable federal, state and local laws and regulations.
<br /> 1.3. EXCLUSIVITY AND AMENDMENT
<br /> This Agreement represents the complete and exclusive statement between the City and
<br /> Subcontractor, and supersedes any and all other agreements,oral or written,between the parties.
<br /> In the event of a conflict between the terms of this Agreement and any attachments hereto, the
<br /> terms of this Agreement shall prevail. This Agreement may not be modified except by written
<br /> instrument signed by the City and by an authorized representative of Subcontractor. The parties
<br /> agree that any terms or conditions of any purchase order or other instrument that are inconsistent
<br /> with,or in addition to,the terms and conditions hereof,shall not bind or obligate Subcontractor or
<br /> the City. Each party to this Agreement acknowledges that no representations, inducements,
<br /> promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
<br /> behalf of any party,which is not embodied herein.
<br /> 14. ASSIGNMENT
<br /> Inasmuch as this Agreement is intended to secure the specialized services of Subcontractor,
<br /> Subcontractor may not assign, transfer, delegate, or subcontract any interest herein without the
<br /> prior written consent of the City and any such assignment, transfer, delegation or subcontract
<br /> without the City's prior written consent shall be considered null and void. Nothing in this
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