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Docusign Envelope ID:430DA8ED-F2BF-4131-BE14-A60F4552B467 <br /> 8.5 CONFIDENTIALITY <br /> Grantee shall maintain as confidential and shall not disclose to third parties without System <br /> Agency's prior written consent, any System Agency information including but not limited to <br /> System Agency's business activities, practices, systems, conditions and services. This <br /> Article VIII will survive termination or expiration of this Grant Agreement. Further, the <br /> obligations of Grantee under this Article VIII will survive termination or expiration of this <br /> Grant Agreement. This requirement must be included in all subcontracts awarded by <br /> Grantee. <br /> ARTICLE IX. GRANT REMEDIES, TERMINATION AND PROHIBITED ACTIVITIES <br /> 9.1 REMEDIES <br /> A To ensure Grantee's full performance of the Grant Agreement and compliance with <br /> applicable law, System Agency reserves the right to hold Grantee accountable for breach <br /> of contract or substandard performance and may take remedial or corrective actions, <br /> including, but not limited to the following: <br /> i. temporarily withholding cash disbursements or reimbursements pending correction of <br /> the deficiency; <br /> ii. disallowing or denying use of funds for the activity or action deemed not to be in <br /> compliance; <br /> iii. disallowing claims for reimbursement that may require a partial or whole return of <br /> previous payments or reimbursements; <br /> iv. suspending all or part of the Grant Agreement; <br /> v. requiring the Grantee to take specific actions in order to remain in compliance with <br /> the Grant Agreement; <br /> vi. recouping payments made by the System Agency to the Grantee found to be in error; <br /> vii. suspending, limiting, or placing conditions on the Grantee's continued performance <br /> of the Project; <br /> viii. prohibiting the Grantee from receiving additional funds for other grant programs <br /> administered by the System Agency until satisfactory compliance resolution is <br /> obtained; <br /> ix. withholding release of new grant agreements; and <br /> x. imposing any other remedies, sanctions or penalties authorized under this Grant <br /> Agreement or permitted by federal or state statute, law, regulation or rule. <br /> R Unless expressly authorized by System Agency, Grantee may not be entitled to <br /> reimbursement for expenses incurred while the Grant Agreement is suspended. <br /> C No action taken by System Agency in exercising remedies or imposing sanctions will <br /> constitute or operate as a waiver of any other rights or remedies available to System <br /> Agency under the Grant Agreement or pursuant to law. Additionally, no action taken by <br /> System Agency in exercising remedies or imposing sanctions will constitute or operate <br /> as an acceptance, waiver, or cure of Grantee's breach. Unless expressly authorized by <br /> System Agency, Grantee may not be entitled to reimbursement for expenses incurred <br /> while the Grant Agreement is suspended or after termination. <br /> 9.2 TERMINATION FOR CONVENIENCE <br /> The System Agency may terminate the Grant Agreement, in whole or in part, at any time <br /> when, in its sole discretion, the System Agency determines that termination is in the best <br /> interests of the State of Texas. The termination will be effective on the date specified in the <br /> System Agency's notice of termination. <br /> HHS Uniform Terms and Conditions—Grant v 3.5 <br /> Effective September 2024 <br /> Page 18 of 27 <br />