Sole Proprietor Agent Agreement - Florida Blue - BCBSF

such coverage. Agent agrees to make bestefforts to provide Company with thirty (30)days prior written notice, and in any eventwill provide notice as soon as reasonablypracticable, of any modification,termination or cancellation of suchcoverage.10) Agent is an independent contractor andshall have no claim to compensation exceptas provided in this Agreement and Agentshall not be entitled to reimbursement fromCompany for any expenses incurred inperforming this Agreement. Agent furtheragrees that to the extent of anyindebtedness to Company from Agent,Company shall have a first lien against anycommissions due Agent, and suchindebtedness may be deducted at theCompany’s option from any commissionsdue Agent. Moreover, this Agreementdoes not give Agent any power of authorityother than as expressly granted herein andno other or greater power shall be impliedfrom the grant or denial of powersspecifically mentioned herein.Company, as well as all machines, parts,equipment, rating tools and other materialsreceived by Agent from Company or fromany of its customers, agents or suppliers inconnection with such activities.12) Agent shall cooperate fully with Companyin any investigation or proceeding of anyregulatory or governmental body, or courtof competent jurisdiction, including, whererequired by law, making its books andrecords available to such entities forinspection, if it is determined by Companythat the investigation or proceeding affectsmatters covered by, related to, or arisingout of this Agreement.13) Agent shall defend any act or alleged act ofAgent at its own expense. Agent shallreimburse Company for all costs, expensesor legal fees that Company incurs for thedefense of any administrative action inwhich Company or Agent is named andwhich is determined by a court ofcompetent jurisdiction or by an appointedarbitrator to be the consequence of anyunauthorized act of Agent.11) Agent will treat as trade secrets any and allinformation concerning customers of14) During and after the term of thisCompany or its business, products,Agreement, Agent shall indemnify, defendtechniques, methods, systems, price-books, and hold Company harmless from andrating tools, plans or policies; and Agentagainst any loss, damage or expense,will not, during the term of this Agreement including reasonable attorneys’ fees,or at any time thereafter, disclose suchcaused by or arising from the negligence,information, in whole or in part, to anymisconduct or breach of this Agreement byperson, firm or corporation for any reasonAgent, or from the failure of Agent toor purpose whatsoever, or use suchcomply with any federal or state laws, rulesinformation in any way or in any capacityor regulations.other than as a sales agent of Company infurtherance of Company’s interests. Upon15) In the event Company determines thattermination of this Agreement, or sooner ifAgent has failed to (1) perform itsrequested by any Company, Agent willresponsibilities and duties in a reasonableimmediately deliver to Company any andand professional manner, or as required byall literature, documents, data, information,this Agreement or as otherwiseorder forms, memoranda, correspondence,communicated by Company; or (2) act in acustomer and prospective customer lists,manner consistent with Company’scustomer orders, records, cards or notespolicies and procedures, Company reservesacquired, compiled or coming into Agent’sthe right to place Agent’s Appointment in aknowledge, possession, custody or controlprobationary status during which timein connection with his/her activities as aCompany may enforce corrective actionsales agent or sales representative ofagainst Agent including, for example,refusing to accept new business fromFlorida Blue Agent Agreement 5