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<br />times and places during the term of this Grant, including any extension. If the Work fails to conform to the
<br />requirements of this Grant, the State may require Grantee promptly to bring the Work into conformity with
<br />Grant requirements, at Grantee's sole expense. If the Work cannot be brought into conformance by re-
<br />performance or other corrective measures, the State may require Grantee to take necessary action to ensure
<br />that future performance conforms to Grant requirements and exercise the remedies available under this
<br />Grant, at law or inequity in lieu of or in conjunction with such corrective measures.
<br />C. Monitoring
<br />Grantee shall permit the State, the federal government, and other governmental agencies having
<br />jurisdiction, in their sole discretion, to monitor all activities conducted by Grantee pursuant to the terms of
<br />this Grant using any reasonable procedure, including, but not limited to: internal evaluation procedures,
<br />examination of program data, special analyses, on-site checking, formal audit examinations, or any other
<br />procedures. All monitoring controlled by the State shall be performed in a manner that shall not unduly
<br />interfere with Grantee's performance hereunder.
<br />D. Final Audit Report
<br />If an audit is performed on Grantee's records for any fscal year covering a portion of the term of this
<br />Grant, Grantee shall submit a copy of the final audit report to the State or its principal representa.tive at the
<br />address specified herein.
<br />10. CONFIDENTIAL INFORMATION-STATE RECORDS
<br />Grantee shall comply with the provisions on this §10 if it becomes privy to confidential information in
<br />connection with its performance hereunder. Confidential information, includes, but is not necessarily limited to,
<br />state records, personnel records, and information concerning individuals. The State shall notify the Grantee in
<br />writing and notate any State records and information that are classified by the State as being "Confidential" and
<br />given to the Grantee in connection with its performance hereunder. The provisions of this Section 10 shall only
<br />apply to such notated records and information.
<br />A. Confidentiality
<br />Grantee shall keep all State records and information confidential at all times and to comply with all laws
<br />and regulations concerning confidentiality of information. Any request or demand by a third party for State
<br />records and information in the possession of Grantee shall be immediately forwarded to the State's
<br />principal representative.
<br />B. Notification
<br />Grantee shall notify its agent, employees, Sub-grantees, and assigns who may come into contact with State
<br />records and confidential information that each is subject to the confidentiality requirements set forth herein,
<br />and shall provide each with a written explanation of such requirements before they are permitted to access
<br />such records and information.
<br />C. Use, Security, and Retention
<br />Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee
<br />or its agents in any way, except as authorized by this Grant or approved in writing by the State. Grantee
<br />shall provide and maintain a secure environment that ensures confdentiality of all State records and other
<br />confidential information wherever located. Confidential information shall not be retained in any files or
<br />otherwise by Grantee or its agents, except as permitted in this Grant or approved in writing by the State.
<br />D. Disclosure-Liability
<br />Disclosure of State records or other confidential information by Grantee for any reason may be cause for
<br />legal action by third parties against Grantee, the State or their respective agents. Grantee shall indemnify,
<br />save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability
<br />and court aw�rds including costs, expenses, and attorney fees and related costs, incurred as a result of any
<br />act or omission by Grantee, or its employees, agents, Sub-grantees, or assignees pursuant to this §10.
<br />11. CONFLICTS OF INTEREST
<br />Grantee shall not engage in any business or personal activities or practices or maintain any relationships which
<br />conflict in any way with the full performance of Gr�tee's obligations hereunder. Grantee acknowledges that
<br />with respect to this Grant, even the appeazance of a,conflict of interest is harmful to the State's interests. Absent
<br />the State's prior written approval, Grantee shall refra�'from any practices, activities or relationships that
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