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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 Comoliance 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 /> 19. Confidentiality, Bay Span shall keep and shaUcause 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 /> 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 /> 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 /> 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 /> Agreement over $10K 6
<br /> City Attorney Approved Version 111803
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