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<br />Blue Cross Blue Shield of Minnesota
<br />Contractor Terms and Conditions
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<br />Addjtional Services may be contracted by a written amendment to the Conll-actor Agreement which is
<br />signed by the parties. BCBSM or contractor may terminate this Agreement without cause upon thirty (30)
<br />days written notice to the other party, and upon such termination witholl1 cause, BCBSM shall be
<br />responsible for payment of fees for Services performed by Contractor to the date of termination, and, if
<br />fixed fee, any fees shall be pro-rated to the date of tenninatioll. In the event of material breach by either
<br />party, notice of breach shall be given by the nonbreaching party. In the event such breach is 110t cured
<br />within 10 days of receipt of stich notice, the nonhreaching party may immediately terminate this Agreement
<br />and in addition may exercise any other right or remedy provided herein or at law or in equity.
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<br />5, CHARGES
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<br />BCBSM agrees to pay Contractor at the rate specified in the Contractor Agreement for the Services outlined
<br />therein. Conh'actor shall invoice BCBSM in accordance with the Conh-actor Agreement and BCBSM shall
<br />remit payment to Contractor within the time period specified in the Contractor Agreement. Contractor is
<br />solely responsible for paying its employees and any subconlracted personnel for Services perfoTIncd under
<br />this Agreement. In no event shall BCBSM be liable to Contractor's employees or subcontracted persmmel
<br />for payment for any Services provided under the Contractor Agreement. BCBSM is not liable to payor
<br />reimburse any type of expense which is not listed in the Conh'actor Agreement unless otherwise agreed
<br />upon in \-\Titing. Contractor assumes responsibility for the timely payment of all income tax, unemployment
<br />and workers' compensation insurance, and all other employment-related taxes arising out of the perfonnance
<br />of Services under the Contractor Agreement.
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<br />6. INDEPENDENT CONTRACTOR RELATIONSHIP
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<br />Contractor is an independent contractor, and is not an employee, servant, agent, partner, or joint venture of
<br />BCBSM, BCBSM shall identify and request the Services to be performed, but Contractur shall determine
<br />the legal means by which all Services are to be accomplished, BCBSM is not responsible for withholding,
<br />and shall not withhold, FICA or any other employment-related taxes of any kind from any payments made
<br />to Contractor. Neither Contractor, its employees, nor any subcontracted personnel shall be entitled to
<br />receive any benefits which employees ofBCBSM are entitled to receive, nor shall Contractor, its employees
<br />or subcontracted persormel be entitled to workers' compensation, unemployment compensation, medical
<br />insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or Social Security on
<br />account of Services performed under the Contractor Agreement.
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<br />7, CONFIDENTIALITY
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<br />Contractor acknowledges and agrees that in the course of performing Services heretmdcr, Contractor might
<br />be given or obtain access to Confidential Infonnation of BCBSM. Contractor shall not disclose, nor shall
<br />the Contractor permit its employees or subcontractors to disclose, to any employee or subcontractor of
<br />Contractor not specifically assigned to perform Services hereunder, or to any person, e-ntity or organization
<br />not a party to this Agreement, any such Confidential Information ofBCBSM.
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<br />"Confidential Information" shall for purposes of this Agreement include, without limitation, all
<br />information in any form which relates to the business, expertise and/or operations of BCBSM and/or its
<br />affiliates, including, without limitation, infonnation in any form generally understood to be trade secret,
<br />proprietary or confidential and/or that 1S related to its corporate strategic goals, plans, strategies, products
<br />and services, commercial and financial information, system functionality charts and descriptions, program
<br />code logic, trade secret information, and information about employees, health care providers, customers
<br />and/or business partners. "Confidential Information" shall also include any notes, analyses, cost data,
<br />compilations, studies, interpretations, or documents which contain or are based upon any Confidential
<br />Information, regardless of \vhether any such materials or infomlation are specifically labeled as
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