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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 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 which <br /> conflict in any way with the full performance of Grantee's obligations hereunder. Grantee acknowledges that <br /> with respect to this Grant,even the appearance of a conflict of interest is harmful to the State's interests.Absent <br /> the State's prior written approval, Grantee shall refrain from any practices, activities or relationships that <br /> reasonably appear to be in conflict with the full performance of Grantee's obligations to the State hereunder.If a <br /> conflict or appearance exists,or if Grantee is uncertain whether a conflict or the appearance of a conflict of <br /> interest exists,Grantee shall submit to the State a disclosure statement setting forth the relevant details for the <br /> State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in <br /> regard to the apparent conflict constitutes a breach 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 State in <br /> 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 /> Page 6 of 16 <br />