R2002-103 AUTHORIZING GRANT AGREEMENT

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� i � � S- interest, based upon and arising out of any services performed under this Agreement by the Grantee and its officers, employees, agents, independent contractors, subcontractors, subrecipients, volunteers, or other associates. The Grantee shall further indemnify and hold the De artment and/or the State of Illin ' P ois and/or its officers a n , ge ts and employees harrnless from and against any and all liabilities, demands, claims, damages, suits costs, fees and expenses incident thereto, for injuries or death to persons and for loss or damage to or destruction of property because of negligence, intentional acts or omissions on the part of Grantee, its officers, employees, agents, independent contractors, subcontractors, subrecipients, volunteers or other associates, arising out of any services performed under this Agreement. The Grantee further agrees to indemnify, save and hold harmless the Department, its officers, agents and employees against any liabilit , including costs and ex enses associated with the Y P violation of general, proprietary rights, copyrights or rights of privacy of third parties arising li out of the ub cation translation r p , , eproduction, deliver , erformance use or dis osi ion of Y P , p t any data developed or furnished under this Agreement or any libelous or any unlawful matter contained therein. B. Governmental Entities. In the event that the Grantee is a Governmental Entity, it will indemnify and hold harmless the Department as set out herein to the extent authorized by Federal and/or State constitutions(s) and/or laws. C. Notice. In the event that any demand or claim relating to the transactions or activities pursuant to this Agreement is made known to either party, the Department and/or the Grantee will notify the other party to this Agreement in writing in an expedient manner. 5.7 MODIFICATION BY OPERATION OF LAW: DISCRETIONARY MODIFICATIONS• BUDGET MODIFICATIONS. A. Modi#ications by Operation of Law. This Agreement is subject to such modifications as the Department determines may be required by changes in Federal or State law or regulations applicable to this Agreement. Any such required modification shall be incorporated into and be part of this Agreement as if fully set forth herein. The Department shall timely notify the Grantee of any pending implementation of or proposed amendment to such regulations of which it has notice. B. Budget Modifications. Budget modifications shall be made in accordance with any applicable provisions as specified elsewhere in this Agreement. C. Discretionary Modifications. If either the Department or the Grantee wishes to modify the terms of this Agreement other than as set forth in Sections A and B above, written notice of the proposed modification must be given to the other party. No modification will take effect until it is agreed to in writing by both the Department and the Grantee, except that if the Department notifies the Grantee in writing of a proposed modification without the prior written approval of the Grantee, failure of the Grantee to object in writing, specifying the reasons for the objections, within thirty (30) calendar days from the date of the Department's notice to the Grantee of such proposed modification, the modification will be deemed to be approved by the Grantee. The Department's notice to the Grantee shall contain the Grantee name, Grant