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<br />Blue Cross Blue Shield of Minnesota
<br />Contractor Terms and Conditions
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<br />and if to Contractor at the address set forth in the Contractor Agreement; or at such other address or
<br />addresses as BCBSM or Contractor~ respectively, may from time to time designate by notice given as above
<br />provided.
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<br />21. WARRANTIES
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<br />ContTactor warrants that (a) an Services performed hereunder will be performed in good faith and in a good,
<br />professional, workmanlike, competent and timely manner, in conformity with all applicable professional
<br />standards and the requirements of these Tenns and Conditions and the Contractor Agreement, (b)
<br />Contractor, its employees and permitted subcontractor persOlmel, if any, shall have and maintain the
<br />requisite teclmical knowledge, skills, abilities, licenses and qualifications to provide the Services, (c)
<br />Contractor will comply with all applicable local, state and federal ordinances, laws and regulations in
<br />providing the Services, and (d) all work product to be provided BCBSM as a result of the Services will
<br />comply, function and perform in accordance \vith specifications and requirements set forth in the Contractor
<br />Agreement, if any. Contractor warrants that Contractor (including Contractor's personnel perfonning
<br />Services hereunder) (a) has not offered or provided any gifts, gratuities or other consideration to any
<br />BCBSM employee for the pmpose of inducing BCBSM to enter into this Agreement, and (b) has no
<br />personal, financial or other interest in or with (i) any supplier of goods or services recommended by
<br />Contractor to BCBSM, or (ii) any BCBSM customer or supplier to BCBSM of goods or services, which
<br />relate to Services performed or to be performed by Contractor under this Agreement. Contractor agrees that
<br />it will not pemlit any person having such a "conflict of interest" to pcrfoml services for or on behalf of
<br />BCBSM,
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<br />22, ENTIRE AGREEMENT
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<br />The parties mutually agree and understand that this Contract is a legally binding document.
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<br />These Tenns and Conditions and the Contractor Agreement to which they are attached and hereby made a
<br />pan thereof: together with any Exhibits or AttacPJTIents to the Conh'actor Agreement, to the extent
<br />specifically referenced in and incorporated into the Contractor Agreement, constitute the entire
<br />"Agreement" berween the parties and supercede all previous discussions, proposals and/or \"Tinen or oral
<br />agreements, if any, relative to the subject matter hereof In the event of any inconsistency betv.'een these
<br />Terms and Conditions, the Contractor Agreement, the Exhibits or Attachments, if any, these Tenns and
<br />Conditions shall control,
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<br />23, ASSIGNMENT
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<br />Neither party shan have the right to assign this Agreement without the prior written consent of the other
<br />party, and any attempted assignment shall be null and void; provided, however, that BCBSM may without
<br />consent. assign this Agreement to any entity that, directly or indirectly, through one or more intermediaries,
<br />controls, or is controlled by, or is lmdcr conullon control with, BCBSM.
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<br />24, SEVERABILITY
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<br />If any term or provision of this Agreement should be or become invalid or prohibited under applicable law,
<br />such provision shall be ineffective to the extent of any such prohibition without impairing the remaining
<br />provisions in any way.
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