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Blue Cross Blue Shield of Minnesota <br />Contractor Terms and Conditions <br />1. 1. SCOPE OF WORK . <br />BCBSM, INC., dba Blue Cross and Blue Shield of Minnesota (hereafter referred to as "BCBSM ") <br />hereby engages the Contractor, as an independent contractor, to perform and furnish the Services <br />and <br />and work product/deliverables described a e be perfoamed Agreement to the 5actor <br />Conditions are attached. All Service <br />Agreement and if no other schedule of performance is provided, Services are to begin immediately <br />and proceed at a pace consistent with industry practice, time being of the essence to BCBSM. <br />2. MODIFICATIONS - CHANGES <br />No amendment or variation of the terms <br />o f tchanges Contract <br />the shall Contract including, but not limited to, <br />agreed upon by Contract Manager. M <br />increases or decreases to the overall Contract amount and substantial revisions to the project line items <br />deliverables, require formal amendment of this Contract. Chang s such <br />ho we ud he <br />uire amendment of the Agreement, Contractor <br />changes greater than 10% do not req changes. All <br />shall obtain prior written approval Waiting include in Ctract a description o <br />t of the proposed h change and the <br />requests should be subm ' tt <br />reason for the change. <br />3. PERSONNEL <br />Contractor will furnish qualified workers to perform the Services at the .times and location(s) tas <br />and <br />designated by Workplan. Contractor is responsible for oversee reement ma Contractor will k make <br />functions for the Services provided under the Contractor Ag <br />reasonable efforts to honor specific requests e desired results nder Contractor Ag eement. <br />assigned and any other aspect of obtaining for the p erformance of any Services to be <br />Contractor shall not subcontract with any third party P <br />provided under this Agreement without in each instance notifying BCBSM of Cont ractor's hich BCBSM�s <br />such third party subcontractor. Contractor shall require each such third party <br />terms of <br />consent may be given, to agree in writing to perform in accordance with, nd su r ct to the <br />s consent <br />this Agreement prior to the performance of Services by such third party• <br />to the use. of any subcontractor, nor the failure of performance thereof by such subcontractor, shall <br />relieve, release or affect Contractor's duties, liabilities or obligations hereunder,. and Contractor shall <br />at all times be and remain liable hereunder. Contractor will ensure that its employees pitted <br />and <br />subcontractors will in the performance of this Agreement and whenever on BCBSM i <br />comply with all reasonable instructions, protocols policies and procedures as may ado p t b <br />y <br />BCBSM from time to time, including its ban on firearms and all other weapons in all buildings <br />BCBSM owns or leases. <br />4. TERM/TERMINATION <br />This Agreement is effective for a term. ("Term")- commencing on the Start Date and continuing until <br />the End Date, or until the contracted Services have been completed, or the maximum dollar amount <br />has been reached, whichever occurs first. The start date is defined as the Contractor cannot start <br />date stated in this contract or the date the contract was signed by BCBSM. <br />work until the contract has been signed by BCBSM. "Start work" is defined as beginning work on <br />the deliverables stated in this contract. Contractor will meet with Contract Manager prior to a signed <br />Contract in order to do necessary.work to reach an agreement on the deliverables, budget, and <br />work plan. <br />Additional Services may be contracted by a written amendment to the Contractor Agreement which <br />is signed by the parties. BCBSM or Contractor may term i n at e o e <br />without cause upon <br />this Agr w cause, BCBSM <br />thirty (30) days written notice to the other party, and up to the date of <br />shall at responsible for pay ny fees shall be pro-rated to he date of on` In the event of <br />termination, and, if fixed fee, any <br />material breach by either party, notice of breach shall be g y P g b the non breachin g pa rty. <br />In the <br />event such breach is not cured within 10 days of receipt of such notice, the non - breaching party may <br />page 1 of 7 <br />-191- <br />