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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 agents, 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 confidentiality 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 awards 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
<br />which conflict in any way with the full performance of Grantee's obligations hereunder. Grantee
<br />acknowledges that with respect to this Grant, even the appearance of a conflict of interest is harmful to the
<br />State's interests. Absent the State's prior written approval, Grantee shall refrain from any practices,
<br />activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's
<br />obligations to the State hereunder. If a conflict or appearance exists, or if Grantee is uncertain whether a
<br />conflict or the appearance of a conflict of interest exists, Grantee shall submit to the State a disclosure
<br />statement setting forth the relevant details for the State's consideration. Failure to promptly submit a
<br />disclosure statement or to follow the State's direction in regard to the apparent conflict constitutes a breach
<br />of this Grant.
<br />12. REPRESENTATIONS AND WARRANTIES
<br />Grantee makes the following specific representations and warranties, each of which was relied on by the
<br />State in entering into this Grant.
<br />A. Standard and Manner of Performance
<br />Grantee shall perform its obligations hereunder in accordance with the highest standards of care, skill and
<br />diligence in the industry, trades or profession and in the sequence and manner set forth in this Grant.
<br />B. Legal Authority — Grantee and Grantees Signatory
<br />Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions
<br />required by its procedures, by -laws, and /or applicable laws to exercise that authority, and to lawfully
<br />authorize its undersigned signatory to execute this Grant, or any part thereof, and to bind Grantee to its
<br />terms. If requested by the State, Grantee shall provide the State with proof of Grantee's authority to enter
<br />into this Grant within 15 days of receiving such request.
<br />C. Licenses, Permits, Etc.
<br />Grantee represents and warrants that at all times during the term hereof it shall have all licenses,
<br />certifications, approvals, insurance, permits, and other authorization required by law to perform its
<br />obligations hereunder. Grantee warrants that it shall maintain all necessary licenses, certifications,
<br />approvals, insurance, permits, and other authorizations required to properly perform this Grant.
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