Legal Entity Agency Agreement - Florida Blue - BCBSF

(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