Administrative Options Template

Administrative Options Template

This Administrative Options Agreement (the Agreement) is entered into as of , by and between:

Service Provider:

Client:

WHEREAS

WHEREAS, Service Provider maintains expertise and resources to perform administrative services, including but not limited to billing, payroll administration, records management, and technology support; and

WHEREAS, Client desires to retain Service Provider to perform selected administrative options under the terms and conditions set forth in this Agreement, and Service Provider agrees to provide such services in accordance with this Agreement;

WHEREAS, the parties intend for this Agreement to define the scope, payment, confidentiality, term, termination, and other material terms governing the administrative options to be provided.

Scope of Administrative Options

Administrative Options Selected

The parties select the following administrative options to be provided by Service Provider (check all that apply and provide specific details where indicated).

Billing and invoicing (claims submission, payment posting)

Payroll administration

Human resources administration (onboarding, benefits administration)

IT and systems support (data backup, user access management)

Payment Terms

Compensation: Client shall pay Service Provider the amounts specified below in consideration for the administrative options provided.

Term and Termination

Term: This Agreement shall commence on , and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately for material breach not cured within days after written notice of such breach.

Upon termination, Service Provider shall deliver any work-in-progress and all Client data in Service Provider's possession and shall invoice Client for all fees and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means information designated as confidential or that a reasonable person would understand to be confidential given its nature and the manner of disclosure. Each party shall: (a) use Confidential Information only for performance under this Agreement; (b) restrict disclosure to employees, contractors, and agents with a need to know and subject to obligations of confidentiality at least as protective as those herein; and (c) implement reasonable administrative, physical, and technical safeguards to protect Confidential Information.

Exceptions: Confidential Information does not include information that is (i) publicly known through no fault of the receiving party; (ii) rightfully received from a third party without breach of an obligation of confidentiality; or (iii) independently developed without use of the disclosing party's Confidential Information.

Data Security and Records

Service Provider shall maintain administrative, physical, and technical safeguards appropriate to the sensitivity of Client Data and shall retain records only as necessary to provide the services or as required by law. Service Provider will promptly notify Client in the event of any unauthorized access to or disclosure of Client Data.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located within that State for disputes arising out of or related to this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any and all claims under this Agreement shall not exceed the total fees paid or due to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

Entire Agreement; Amendment

This Agreement, including any schedules or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture, partnership, or agency relationship between the parties.

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