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Blue Cross Blue Shield of Minnesota
<br />Contractor Terms and Conditions
<br />Blue Cross and Blue Shield of Minnesota
<br />3535 Blue Cross Road — M110
<br />Eagan, Minnesota 55122
<br />Attn: Purchasing Manager
<br />and if to Contractor at the address set forth in the Contractor Agreement; or at such other address
<br />or addresses as BCBSM or Contractor, respectively, may from time to time designate by notice
<br />given as above provided.
<br />22. WARRANTIES
<br />Contractor warrants that (a) all Services performed hereunder.will be performed in good faith and in
<br />a good, professional, workmanlike, competent and timely manner, in conformity with all applicable
<br />professional standards and the requirements of these Terms and Conditions and the Contractor
<br />Agreement, (b) Contractor, its employees and permitted subcontractor personnel, if any, shall have
<br />and maintain the requisite technical knowledge, skills, abilities, licenses and qualifications to provide
<br />the Services, (c) Contractor will comply with all applicable local, state and federal ordinances, laws
<br />and regulations in providing the Services, and (d) all work product to be provided BCBSM as a result
<br />of the Services will comply, function and perform in accordance with specifications and
<br />requirements set forth in the Contractor Agreement, if any. Contractor warrants that Contractor
<br />(including Contractor's personnel performing Services hereunder) (a) has not offered or provided
<br />any gifts, gratuities or other consideration to any BCBSM employee for the purpose of inducing
<br />BCBSM to enter into this Agreement, and (b) has no personal, financial or other interest in or with (i)
<br />any supplier of goods or services recommended by Contractor to BCBSM, or (ii) any BCBSM
<br />customer or supplier to BCBSM of goods or services, which relate to Services performed or to be
<br />performed by Contractor under this Agreement. Contractor agrees that it will not permit any person
<br />having such a "conflict of interest" to perform services for or on behalf of BCBSM.
<br />23. ENTIRE AGREEMENT
<br />The parties mutually agree and understand that this Contract is a legally binding document.
<br />These Terms and Conditions and the Contractor Agreement to which they are attached and hereby
<br />made a part thereof, together with any Exhibits or Attachments to the Contractor Agreement, to the
<br />extent specifically referenced in and incorporated into the Contractor Agreement, constitute the
<br />entire "Agreement" between the parties and supersede all previous discussions, proposals and /or
<br />written or oral agreements, if any, relative to the subject matter hereof. In the event of any
<br />inconsistency between these Terms. and Conditions, the Contractor Agreement, the Exhibits or
<br />Attachments, if any, these Terms and Conditions shall control.
<br />24. ASSIGNMENT
<br />Neither party shall have the right to assign this Agreement without the prior written consent of the
<br />other party, and any attempted assignment shall be null and void; provided, however, that BCBSM
<br />may without consent, assign this.Agreement to any entity that, directly or indirectly, through one or
<br />more intermediaries, controls, or is controlled by, or is under common control with, BCBSM.
<br />25. SEVERABILITY
<br />If any term or provision of this Agreement should be or. become invalid or prohibited under
<br />applicable law, such provision shall be ineffective to the extent of any such prohibition without
<br />impairing the remaining provisions in any way.
<br />26. ATTORNEY'S FEES
<br />In the event that any action, suit or other proceeding is instituted to remedy, prevent, or obtain relief
<br />from, a breach of this Agreement, or arises out of a breach of this Agreement, the prevailing party
<br />shall be entitled to recover all of such party's reasonable attorney's fees, costs and expenses
<br />incurred in connection therewith.
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