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overnight delivery by a nationally recognized air courier,to parties at the respective addresses as set forth <br /> in the preamble to the Ageement.Notices mailed by registered or certified mail shall be effective three <br /> (3) business days after the date of mailing; notices sent by nationally recognized air courier shall be <br /> effective the next business day after the date of mailing. <br /> 10. Relationship of Parties: <br /> Subgrantee is an independent contractor under this Agreement and neither Subgrantee or any <br /> employees or agent of Subgrantee is an employee of IPHCA and do not acquire any employment rights <br /> with IPHCA or the State of Illinois by virtue of this Agreement. Subgrantee will provide the ageed <br /> services and achieve the specified results free from the direction or control of IPHCA ar the State of Illinois <br /> as to the means and methods of performance. This Ageement is not, and shall not be considered, an <br /> employer-employee relationship,joint venture,or partnership of any kind and neither party shall represent <br /> to any third persons that any such relationship exists. Each party to this Agreement is and shall remain <br /> professionally and economically independent of the other. <br /> 11. Miscellaneous: <br /> A. Should any funds provided in Paragraph 3 above be undistributed to Subgantee due to its <br /> failure to perform this Agreement,IPHCA may reallocate such funds to other subgrantees <br /> who have met or exceeded the requirements of their respective agreements pursuant to the <br /> Grant Agreement,pending IDPH approval. <br /> B. This Ageement constitutes the entire ageement between the parties and cannot be <br /> modified, altered, extended or otherwise changed except by an agreement in writing <br /> signed by a duly authorized officer of each of the parties hereto. <br /> C. This Agreement shall be construed and interpreted in accordance with the laws of the state <br /> of Illinois and may be signed in any number of counterparts,each constituting a duplicate <br /> original. <br /> D. This Agreement is not assignable by Subgantee without the express written consent of <br /> IPHCA. <br /> E. Each party hereto shall provide the other with all such documents and information as the <br /> other shall reasonably request in order to perform its obligations under this agreement. <br /> 6 <br />