Legal Entity Agency Agreement - Florida Blue - BCBSF

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the compliance date of such finalregulation or amendment to finalregulation.c) No Third Party Beneficiaries. No partyshall be deemed a third party beneficiaryof Section E.F. General Terms1) Entire Agreement. As of the Effective Dateof this Agreement, this Agreement (includingany attached addendums or schedules) is thecomplete and sole contract between theparties regarding the distribution and renewalof Company Products (and as applicable, anyother Company policies or contracts) byAgency and supersedes any and all priorunderstandings or agreements between theparties whether oral or in writing on thissubject matter. For the avoidance of doubt,this Agreement replaces all Single CaseAgreements between the parties executedprior to the Effective Date, including,without limitation, with respect tocommission or other compensation payablefor Company Products (and as applicable,other Company policies or contracts) issuedprior to or after the Effective Date.2) Construction. In this Agreement the words“shall” and “will” are used in the mandatorysense. Unless the context otherwise clearlyrequires, any one gender includes all others,the singular includes the plural, and the pluralincludes the singular.3) No Waiver. The fact that Company may nothave insisted upon strict compliance with thisAgreement with respect to an act ortransaction of Agency shall not relieveAgency from the obligation to performstrictly in accordance with the terms of thisAgreement.4) Independent Contractor. Agency shall be anindependent contractor of Company, andnothing herein shall be construed as creatinga relationship of employer-employee,partner, joint venturer, officer or agent ofCompany in any manner for any otherpurpose, other than as specifically providedin this Agreement.5) Applicable Law. This Agreement shall begoverned by the laws of the State of Florida,without regard to its choice of law provisions.6) Limitation of Liability. Company’s liability, ifany, for damages to Agency for any causewhatsoever arising out of or related to thisAgreement, and regardless of the form of theaction, shall be limited to Agency’s actualdamages. Company shall not be liable for anyindirect, incidental, punitive, exemplary, specialor consequential damages of any kindwhatsoever sustained as a result of a breach ofthis Agreement or any action, inaction oralleged tortuous conduct or delay by Company.7) Survival. In addition to those provisions whichby their terms survive expiration or terminationof this Agreement, Paragraphs 8 and 10-14 ofSection A; and Sections B, D, E and F shallsurvive expiration or termination of thisAgreement, regardless of the cause giving risethereto.8) No Third Party Beneficiaries. Nothing expressor implied in this Agreement is intended toconfer, nor shall anything herein confer, uponany person other than the parties and therespective successors or permitted assigns of theparties, any rights, remedies, obligations orliabilities whatsoever.9) Amendment. Except as stated in Section C,Company may modify this Agreement uponthirty (30) days prior written notice to Agency.Notwithstanding the foregoing, upon theenactment of any law or regulation, or any orderor direction of any governmental agencyaffecting this Agreement (including, withoutlimitation, Section C of this Agreement),Company may, by written notice to Agency,amend the Agreement in such manner asCompany determines necessary to comply withsuch law or regulation, or any order or directiveof any governmental agency. Company mayprovide written notice pursuant to thisParagraph 9 by letter, newsletter, electronicmail or other media.10. Relationship of Florida Blue Association - ThisAgreement constitutes an agreement solelybetween Company and Agency and Company isan independent corporation operating under alicense from the Florida Blue Association, anassociation of independent Florida Blue PlansFlorida Blue Agency Agreement 12
(the "Association") permitting Company touse the Florida Blue service marks inaccordance with the Florida BlueAssociation's licensing standards and thatCompany is not contracting as the agent ofthe Association. Agency has not entered intothis Agreement based upon representationsby any persons other than Company and noperson, entity, or organization other thanCompany shall be held accountable or liableto Agency for any of Company's obligationsunder this Agreement.11) Compliance with Law. As applicable to thisAgreement, Company and Agency shallcomply with all laws and regulationsapplicable to their businesses, their licensesand the transactions into which they enter.12) Fiduciary Capacity. Agency agrees that inperforming under this Agreement Agency isacting in a fiduciary capacity to Company.Agency shall act in the best interest ofCompany. Agency shall not permit otherinterests, activities or responsibilities tointerfere with Agency’s faithful performanceunder this Agreement.13) Assignment. Except as specifically providedin Paragraph 9 of Section B, neither thisAgreement nor the right to receive moneyhereunder may be assigned without the priorwritten consent of Company, and anyassignment made contrary to this provisionshall be void as to Company; provided,however, Company may assign, delegate ortransfer this Agreement in whole or in part toany affiliate, now or in the future, or to anyentity which succeeds to the applicableportion of its business through a sale, mergeror other transaction, provided to such otherentity assumes the obligations of Companyhereunder. This Agreement is personal toAgency, and Agency’s duties hereunder shallnot be delegated or subcontracted byAgency. Agency shall not use subagents.14) Notice. Any notice required from Companyunder this Agreement shall be deemed givenon the day such notice is deposited in theUnited States mail with first class postagepre-paid and addressed to Agency at theaddress of the Agency appearing on the recordsof Company. Any notice required from Agencyshall be deemed given on the date after suchnotice is deposited in the United States mailwith first class postage pre-paid and addressedto Vice President, Corporate Sales, FloridaBlue, 4800 Deerwood Campus Parkway, ,Jacksonville, Florida, 32246.15) Force Majeure. Any delay or failure of a partyhereto to perform its obligations under thisAgreement shall not be deemed to be a breachof this Agreement and shall otherwise beexcused to the extent that, the delay or failure iscaused by an event or occurrence beyond thereasonable control of the party and without itsfault or negligence, including (but not limitedto) acts of God, severe weather, wars,revolution, civil commotion, acts of publicenemy or terrorism, embargo, action by anygovernmental or regulatory authority, naturaldisasters, sabotage, strikes, slowdowns,picketing or boycotts, power failures, nuclearhazard, or court injunction or order (a “ForceMajeure Event”). Any party claiming that aForce Majeure Event has arisen shall (i)promptly notify the other party of the same, (ii)take all commercially reasonable steps toovercome and remove the effects of the ForceMajeure Event, (iii) notify the other Party on acontinuing basis of its efforts to overcome theEvent of Force Majeure Event and (iv) promptlynotify the other party when said condition hasceased.16) Electronic Notices, Waivers and Amendments.Except as provided in Paragraph 9 of Section F,for purposes of providing notices required orpermitted by this Agreement, waiving any rightunder this Agreement, or amending any term ofthis Agreement and notwithstanding any lawrecognizing electronic signatures or records, “awriting signed,” “in writing” and words ofsimilar meaning, shall mean only a writing in atangible form bearing an actual “wet” signaturein ink manually applied by the personauthorized by the respective party, unless theparties agree otherwise by making a specificreference to this section.Florida Blue Agency Agreement 13
Page 10 and 11: follow-up documentation pursuant to
Page 14 and 15: Addendum A: Company ProductsJANUARY
Page 16 and 17: BlueChoice Copay Plan 714-R1BlueCho
Page 18 and 19: Point Of Service Option 25-R3Point
Page 20 and 21: Addendum B: Agency “Good Standing
Page 22 and 23: Location-specific rates are based o
Page 24: Addendum D: Operating & Hardware Re

Legal Entity Agency Agreement - Florida Blue - BCBSF

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