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<br /> reasonably avoid_ during the period of suspension provided that the Department agrees
<br /> that such costs were necessary and reasonable and incurred in accordance with the
<br /> provisions of this Agreement. �
<br /> 5.6 INDEMNIFICATION.
<br /> A. Non-�overnmental entities. The Grantee agrees to indemnify . and haid the
<br /> Department and/or the State of Illinois, and its officers, agents, or employees harmless
<br />, from and against any and all claims, and actions, including but not limited to, attorneys'
<br /> fees, costs and interest, based upon and arising out of any services performed under
<br /> his A reement b t
<br /> he Grantee and its officers, employees, agents, independent
<br /> t g Y
<br /> contractors, subcontractors, subrecipients, volunteers, or other associates. The Grantee
<br /> shall further indemnify and hold the Department and/or the State of Illinois and/or its
<br /> officers, agents and employees harmless from and against any and all liabilities,
<br /> demands, claims, damages, suits costs, fees and expenses incident thereto, for injuries
<br /> or death to persons and for loss or damage to or destruction of property because of
<br /> negligence, intentional acts or omissions on the part of Grantee, its officers, employees,
<br /> agents, independent contractors, subcontractors, subrecipients, volunteers or other
<br /> associates, arising out of any services performed under this Agreement.
<br /> The Grantee further agrees to indemnify, save and hold harmless the Department, its
<br /> officers, agents and employe�s against any liability, including costs and expenses
<br /> associated with the violation of general, proprietary rights, copyrights or rights of privacy
<br /> of third parties arising out of the publication, translation, reproduction, delivery,
<br /> performance, use or disposition of any data developed or furnished under this
<br /> Agreement or any libelous or any unlawful matter contained therein. ,
<br /> B. Governmental Entities. In the even� that the Grantee is a Governmental Entity, it will
<br /> indemnify and hold harmless the Department as set out herein to the extent authorized
<br /> by federal and/or state constitutions(s) and/or laws.
<br /> C. Notice. In the event that any demand or claim retating to the transactions or
<br /> activities pursuant to this Agreement is made known to either party, the Department
<br /> and/or the Grantee will notify the other party to this Agreement in writing in an
<br /> expedient manner.
<br /> 5.7 MODIFICATION BY OPERATION OF LAW DISCRETIONARY MODIFICATIONS:
<br /> BUDGET MODIFICATIONS. .
<br /> A. Modifications bv Ope�ation of Law. This Agreement is subject to such modifications
<br /> as the Department determines may be required by changes in fede�al or State law or
<br /> r�gulations applicable to this Agreement. Any such required modification shall be
<br /> "incorporated into and be part of this Agreement as if fully set forth herein. The
<br /> Department shall timely notify the Grantee of any pending implementation of or
<br /> proposed amendment to such regulations of which it has notice.
<br /> B. Budget Modifications. Budget modifications shall be made in accordance with any
<br /> applicable provisions as specified elsewhere in this Agreement.
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