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Blue Cross Blue Shield of Minnesota
<br />Contractor Terms and Conditions
<br />immediately terminate this Agreement and in addition may exercise any other right remedy
<br />provided herein or at law or in equity.
<br />5. CHARGES
<br />BCBSM agrees to pay Contractor at the rate specified in the Contractor Agreement for the Services
<br />outlined therein. Contractor shall invoice BCBSM in accordance with the Contractor Agreement and
<br />BCBSM. shall remit payment to Contractor within the time period specified in the Contractor
<br />Agreement. Contractor is solely responsible for paying its employees and any subcontracted
<br />personnel for Services performed under this Agreement. In no event shall. BCBSM be liable to
<br />Contractor's employees or subcontracted personnel for payment for any Services provided under
<br />the Contractor Agreement BCBSM is not liable to pay or reimburse any type of expense which is
<br />not listed in the Contractor Agreement unless otherwise agreed upon in writing. Contractor
<br />assumes responsibility for the timely payment of all income tax, unemployment and workers'
<br />compensation insurance, and all other employment - related taxes arising out of the performance of
<br />Services under the Contractor Agreement.
<br />6. INDEPENDENT CONTRACTOR RELATIONSHIP
<br />Contractor is an independent contractor, and is not an employee, servant, agent, partner, or joint
<br />venture of BCBSM. BCBSM shall identify and request the Services to be performed, but Contractor
<br />shall determine the legal means by which all Services are to be accomplished. BCBSM is not
<br />responsible for withholding, and shall not withhold, FICA or any other employment - related taxes of
<br />any kind from any payments made to Contractor. Neither Contractor, its employees, nor any
<br />subcontracted personnel shall be entitled to receive any benefits which employees of BCBSM are
<br />entitled to receive, nor shall Contractor, its employees or subcontracted personnel be entitled to
<br />workers' compensation, unemployment compensation, medical insurance, life insurance, paid
<br />vacations, paid holidays, pension, profit sharing or Social Security on account of Services performed
<br />under the Contractor Agreement.
<br />7. CONFIDENTIALITY
<br />Contractor acknowledges and agrees that in the course of performing Services hereunder,
<br />Contractor might be given or obtain access to Confidential Information of BCBSM. Contractor shall
<br />not disclose, nor. shall the Contractor permit its employees or subcontractors to disclose, to any
<br />employee or subcontractor of Contractor not specifically assigned to perform Services hereunder, or
<br />to any person, entity or organization not a party to this Agreement, any such Confidential Information
<br />of BCBSM.
<br />a. "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
<br />and /or its affiliates, including, without limitation, information in any form generally understood to
<br />be trade secret, proprietary or confidential and /or that is related to its corporate strategic goals,
<br />plans, strategies, products and services, commercial and financial information, system
<br />functionality charts and descriptions, program code logic, trade secret information, and
<br />information about employees, health care providers, customers and /or business partners.
<br />"Confidential Information" shall also include any notes, analyses, cost data, compilations,
<br />studies, interpretations, or documents which contain or are based upon any Confidential
<br />Information, regardless of whether any such materials or information are specifically labeled as
<br />"confidential ", and any other information in any form generally understood to be proprietary,
<br />trade secret or confidential, or which under all the circumstances ought reasonably to be treated
<br />as proprietary, trade secret or confidential. All Confidential Information disclosed is provided
<br />"AS IS ". Contractor shall have no rights of ownership or otherwise in any Confidential
<br />Information disclosed by BCBSM hereunder and all such rights are expressly reserved to
<br />BCBSM and/or the rightful owner thereof. Contractor will otherwise protect the confidentiality of
<br />BCBSM's Confidential Information in at least the same manner it protects the confidentiality of
<br />its own proprietary and Confidential Information of like kind.
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