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litigation,investigarion,or transaction that may reasonably be considered to have a material <br /> impact on the Provider's ability to perform under this Contract,the Provider will immediately <br /> notify the Departrnent in writing. <br /> 19. ASSIGNMENT <br /> The Provider understands and agrees that this Agreement may not be sold, assigned, or <br /> transferred in any manner,to include an assignment of provider's rights to receive payment <br /> hereunder, and that any actual or attempted sale, assignment, or transfer without the prior <br /> written approval of the Department shall render this Agreement null,void,and of no further <br /> efFect. <br /> 20. MERGERS/ACOUISITIONS <br /> Provider acl�owledges that this agreement is made by and between the Deparnnent and <br /> Provider,as Provider is currently organized and constituted. No promise or undertaking made <br /> hereunder is an assurance that the Department agrees to continue this Agreement, nor any <br /> licensure related thereto, should Provider reorganize or otherwise substantially change the <br /> character or its corporate, or other business structure. Provider agrees thax it will give the <br /> Department prior notice of any such action and provide any and all reasonable documentation <br /> necessary for the Department to review the proposed transaction to include corporate and <br /> shareholder minutes of any corporation which may be involved as well as financial records. <br /> Failure to comply with this paragraph shall constitute a material breach of this Agreement. <br /> 21. CONFLICT OF INTEREST <br /> The Provider agrees that payments made by the Department,under this Agreement,will not <br /> be used to compensate, directly or indirectly, any person: 1) Currently holding an elective <br /> office in this State including, but not limited to a seat in the General Assembly, or, 2) <br /> Employed by an offices or agency of State government of Illinois with annual compensation <br /> annually in excess of$90,000.00,as provided in the Illinois Procurement Code. <br /> 22. TRANSFER OF EOUIPMENT " <br /> The Department sha11 have the right to require transfer(including title)to the Department of <br /> any equipment purchased in whole with Department funds to adhere to the requirements under <br /> this Agreement. Equipment means any product (tangible and non-tangible) used in the <br /> administraxion and/or operation of the program having a useful life of two years or more and <br /> an acquisition cost of at least$500. The Department will notify the Provider in writing upon <br /> termination or any notice required by paragraph 15 thereof of this Agreement or any <br /> subsequent Agreement for these services,if it will require the transfer of such equipment. <br /> 23. WORK PRODUCT <br /> Except as otherwise required by law,any work product,such as written reports,memoranda, <br /> documents, recordings, drawings, data, software or other deliverables, developed in the <br /> course of or funded under this Agreement,shall be considered a work made for hire and shall <br /> remain the exclusive property of the Department. There shall be no dissemination or <br /> publication of any such work product without the prior written consent of the Depamnent. The <br /> Provider acknowledges that the Department is under no obligation to give such consent and <br /> thatthe Depaztment may,if consent is given,give consent subject to such additional terms and <br /> conditions as the Department may require. <br /> -8- <br />