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. , <br /> . � � <br /> interest, based upon and arising out of any services performed under this Agreement by the <br /> Grantee and its officers, employees, agents, independent contractors, subcontractors, <br /> subrecipients, volunteers, or other associates. The Grantee shall further indemnify and hold <br /> the Department and/or the State of Illinois and/or its officers, agents and employees <br /> harmless from and against any and all liabilities, demands, claims, damages, suits costs, fees <br /> and expenses incident thereto, for injuries or death to persons and for loss or damage to or <br /> destruction of property because of negligence, intentional acts or omissions on the part of <br /> Grantee, its officers, employees, agents, independent contractors, subcontractors, <br /> subrecipients, volunteers or other associates, arising out of any services performed under this <br /> Agreement. <br /> The Grantee further agrees to indemnify, save and hold harmless the Department, its officers, <br /> agents and employees against any liability, including costs and expenses associated with the <br /> violation of general, proprietary rights, copyrights or rights of privacy of third parties arising <br /> out of the publication, translation, reproduction, delivery, performance, use or disposition of <br /> any data developed or furnished under this Agreement or any libelous or any unlawful matter <br /> contained therein. <br /> B. Governmental Entities. In the event that the Grantee is a Governmental Entity, it will <br /> indemnify and hold harmless the Department as set out herein to the extent authorized by <br /> Federal and/or State constitutions(s) and/or laws. <br /> C. Notice. In the event that any demand or claim relating to the transactions or activities <br /> pursuant to this Agreement is made known to either party, the Department and/or the <br /> Grantee will notify the other party to this Agreement in writing in an expedient manner. <br /> 5.7 MODIFICATION BY OPERATION OF LAW: DISCRETIONARY MODIFICATIONS; BUDGET <br /> MODIFICATIONS. <br /> A. Modifications by O.peration of Law. This Agreement is subject to such modifications as <br /> the Department determines may be required by changes in Federal or State law or regulations <br /> applicable to this Agreement. Any such required modification shall be incorporated into and <br /> be part of this Agreement as if fully set forth herein. The Department shall timely notify the <br /> Grantee of any pending implementation of or proposed amendment to such regulations of <br /> which it has notice. <br /> B. Bud�et Modifications. Budget modifications shall be made in accordance with any <br /> applicable provisions as specified elsewhere in this Agreement. <br /> C. Discretionary Modifications. If either the Department or the Grantee wishes to modify <br /> the terms of this Agreement other than as set forth in Sections A and B above, written notice <br /> of the proposed modification must be given to the other party. No modification will take effect <br /> until it is agreed to in writing by both the Department and the Grantee, except that if the <br /> Department notifies the Grantee in writing of a proposed modification without the prior written <br /> approval of the Grantee, failure of the Grantee to object in writing, specifying the reasons for <br /> the objections, within thirty (30) calendar days from the date of the Department's notice to the <br /> Grantee of such proposed modification, the modification will be deemed to be approved by the <br /> Grantee. The Department's notice to the Grantee shall contain the Grantee name, Grant <br />