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<br />Bay Span, for Bay Span and on behalf of Bay Span's agents, employees, <br />subcontractors and Bay Spans warrants that by execution of this Agreement, that they <br />have no interest, present or contemplated, in the projects affected by this Agreement. <br />Bay Span further warrants that neither Bay Span, nor Bay Span's agents, employees, <br />subcontractors and Bay Spans have any ancillary real property, business interests or <br />income that will be affected by this Agreement or, alternatively, that Bay Span will file <br />with the City an affidavit disclosing this interest. <br /> <br />18. General Compliance with laws. Bay Span will keep fully informed of federal, <br />state and local laws and ordinances and regulations which in any manner affect those <br />employed by Bay Span, or in any way affect the performance of the Services by Bay <br />Span. Bay Span will at all times observe and comply with these laws, ordinances, and <br />regulations and will be responsible for the compliance of Bay Span's Services with all <br />applicable laws, ordinances and regulations. <br /> <br />19. Confidentiality. Bay Span shall keep and shall cause its employees to keep all <br />Confidential Information of City in confidence and shall not nor cause its employees to <br />publish, disclose or otherwise make available, directly or indirectly, without the prior <br />written consent of the City, any item of Confidential Information for anyone other than <br />those City employees or contractors who need to know the same in the performance of <br />their duties for City, or those Bay Span employees who need to know the same in the <br />performance of service to City. <br /> <br />Bay Span shall and shall cause its employees to, only use the Confidential Information <br />in connection with the performance of services rendered to City. Bay Span will require <br />each employee to acknowledge the confidential, proprietary and trade secret nature of <br />the Confidential Information and agree to be bound by the obligations of Bay Span <br />under this agreement by signing an acknowledgement attached hereto as Exhibit E. In <br />no event may Bay Span amend or cancel any Confidentiality Agreement without the <br />prior written consent of the City. <br /> <br />Confidential Information shall mean any and all proprietary or confidential information, <br />whether or not developed by City, including without limitation, any and all work product <br />resulting from services rendered to or for City, and any and all technical information of <br />City, including without limitation, product data, specifications, know-how formulae, the <br />source code and other software information, processes, inventions, research projects, <br />and product development, and any and all business information known to the general <br />public, including, without limitation, accounting and financial information, sales and <br />marketing information, customer information, and any and all employee information of <br />City and confidential information disclosed to City by third parties. Bay Span <br />acknowledges that Confidential Information constitutes valuable trade secrets of City. <br /> <br />20. Discrimination and Harassment Prohibited. Bay Span will comply with all <br />applicable local, state and federal laws and regulations prohibiting discrimination and <br />harassment. <br /> <br />Agreement over $10K <br />City Attorney Approved Version 111803 <br /> <br />6 <br /> <br />.. -".""""""-"""--"""""-"'~-".""""" <br />