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23. CONFLICTS OF INTEREST <br /> A. Actual Conflicts of Interest <br /> Borrower shall not engage in any business or activities, or maintain any relationships that <br /> conflict in any way with the full performance of the obligations of Borrower under this <br /> Contract. Such a conflict of interest would arise when a Borrower or Subcontractor's <br /> employee, officer or agent were to offer or provide any tangible personal benefit to an <br /> employee of the State, or any member of his or her immediate family or his or her partner, <br /> related to the award of, entry into or management or oversight of this Contract. <br /> B. Apparent Conflicts of Interest <br /> Borrower acknowledges that, with respect to this Contract, even the appearance of a <br /> conflict of interest shall be harmful to the State's interests. Absent the State's prior written <br /> approval, Borrower shall refrain from any practices, activities or relationships that <br /> reasonably appear to be in conflict with the full performance of Borrower's obligations <br /> under this Contract. <br /> C. Disclosure to the State <br /> If a conflict or the appearance of a conflict arises, or if Borrower is uncertain whether a <br /> conflict or the appearance of a conflict has arisen, Borrower shall submit to the State a <br /> disclosure statement setting forth the relevant details for the State's consideration. Failure <br /> to promptly submit a disclosure statement or to follow the State's direction in regard to the <br /> actual or apparent conflict constitutes a breach of this Contract. <br /> 24. BREACH <br /> A. Defined <br /> The failure of a Party to perform any of its obligations in accordance with this Contract, in <br /> whole or in part or in a timely or satisfactory manner, shall be a breach. The institution of <br /> proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against <br /> Borrower, or the appointment of a receiver or similar officer for Borrower or any of its <br /> property, which is not vacated or fully stayed within 30 days after the institution of such <br /> proceeding, shall also constitute a breach. <br /> B. Notice and Cure Period <br /> In the event of a breach, the aggrieved Party shall give written notice of breach to the other <br /> Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after <br /> the delivery of written notice, the Party may exercise any of the remedies as described in <br /> §21 for that Party. Notwithstanding any provision of this Contract to the contrary, the State, <br /> in its discretion, need not provide notice or a cure period and may immediately terminate <br /> this Contract in whole or in part or institute any other remedy in the Contract in order to <br /> protect the public interest of the State. <br /> 25. NOTICES AND REPRESENTATIVES <br /> Each individual identified below shall be the principal representative of the designating Party. All <br /> notices required or permitted to be given under this Contract shall be in writing, and shall be <br /> delivered (i) by hand with receipt required, (ii) by certified or registered mail to such Party's <br /> principal representative at the address set forth below or (iii) as an email with read receipt <br /> Page 12 of 18 <br /> Contract Number:CT2019-2848 <br />