Sole Proprietor Agent Agreement - Florida Blue - BCBSF

Associate’s obligations remain incompliance with the final regulation oramendment to final regulation, unlessCompany or Business Associate electsto terminate Section E by giving theother party written notice oftermination at least ninety (90) daysbefore the compliance date of suchfinal regulation.c) No Third Party Beneficiaries. Noparty shall be deemed a third partybeneficiary of Section E.F. General Terms1) Entire Agreement. As of the EffectiveDate of this Agreement, this Agreement(including any attached addendums orschedules) is the complete and solecontract between the parties regarding thedistribution and renewal of CompanyProducts (and as applicable, any otherCompany policies or contracts) by Agentand supersedes any and all priorunderstandings or agreements between theparties whether oral or in writing on thissubject matter. For the avoidance ofdoubt, this Agreement replaces all SingleCase Agreements between the partiesexecuted prior to the Effective Date,including, without limitation, with respectto commission or other compensationpayable for Company Products (and asapplicable, other Company policies orcontracts) issued prior to or after theEffective Date.2) Construction. In this Agreement the words“shall” and “will” are used in themandatory sense. Unless the contextotherwise clearly requires, any one genderincludes all others, the singular includesthe plural, and the plural includes thesingular.3) No Waiver. The fact that Company maynot have insisted upon strict compliancewith this Agreement with respect to an actor transaction of Agent shall not relieveAgent from the obligation to performstrictly in accordance with the terms of thisAgreement.4) Independent Contractor. Agent shall be anindependent contractor of Company, andnothing herein shall be construed ascreating a relationship ofemployer-employee, partner, jointventurer, officer or agent of Company inany manner for any other purpose, otherthan as specifically provided in thisAgreement.5) Applicable Law. This Agreement shall begoverned by the laws of the State of Floridawithout regard to its conflict of lawsprovisions.6) Limitation of Liability. Company’sliability, if any, for damages to Agent forany cause whatsoever arising out of orrelated to this Agreement, and regardless ofthe form of the action, shall be limited toAgent’s actual damages. Company shallnot be liable for any indirect, incidental,punitive, exemplary, special orconsequential damages of any kindwhatsoever sustained as a result of a breachof this Agreement or any action, inaction oralleged tortuous conduct or delay byCompany.7) Survival. In addition to those provisionswhich by their terms survive expiration ortermination of this Agreement, Paragraphs8 and 10-14 of Section A; and Sections B,D, E and F shall survive expiration ortermination of this Agreement, regardlessof the cause giving rise thereto.8) No Third Party Beneficiaries. Nothingexpress or implied in this Agreement isintended to confer, nor shall anythingherein confer, upon any person other thanthe parties and the respective successors orpermitted assigns of the parties, any rights,remedies, obligations or liabilitieswhatsoever.9) Amendment. Except as stated in Section C,Company may modify this Agreementupon thirty (30) days prior written notice toAgent Notwithstanding the foregoing,Florida Blue Agent Agreement 12