Administrative Program Template

ADMINISTRATIVE PROGRAM TEMPLATE

Program Name:   Contract Number:

Parties

Recitals

WHEREAS, Administrator is duly qualified and experienced in the administration of the Program identified above and possesses staff, systems, and procedures necessary to perform administrative functions for programs of this nature; and

WHEREAS, Sponsor desires to retain Administrator to perform the administrative services and to manage day-to-day program operations under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties hereto desire to set forth in writing their agreement with respect to the administration, reporting, compensation and other terms governing the Program.

Scope of Work

Administrator shall perform the administrative services described below (the "Services"). Services shall include, without limitation, program intake, participant eligibility determination, records management, vendor and subcontractor coordination, routine communications with Sponsor, and preparation of reports as required by this Agreement. Administrator shall perform Services in accordance with professional standards applicable to similarly situated administrative programs.

Payment Terms

Sponsor shall pay Administrator the fees and reimbursements set forth below. All amounts are stated in U.S. dollars unless otherwise specified.

Invoices shall be rendered in accordance with the Payment Schedule and shall include sufficient documentation to support the charges. Unless otherwise agreed in writing, Sponsor shall pay undisputed invoices within days of receipt.

Late payments shall accrue interest at the lesser of or the maximum rate permitted by applicable law. Sponsor shall also reimburse Administrator for reasonable costs of collection, including attorneys' fees, on any amounts past due.

Term and Termination

This Agreement shall commence on the Start Date set forth below and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date set forth below.

Start Date:   End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for cause upon material breach by the other party, provided that the breaching party has failed to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Administrator shall promptly deliver to Sponsor all program records, data and work product produced through the effective date of termination and shall invoice Sponsor for Services performed through such date. Termination shall not relieve Sponsor of its obligation to pay for Services performed or reimbursable expenses incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and not disclose to third parties any Confidential Information of the other party (the "Disclosing Party") disclosed in connection with this Agreement. "Confidential Information" means non-public business, technical, financial, program participant, or administrative information, including but not limited to participant records, eligibility determinations, proprietary systems, methodologies, and pricing, whether oral, written or electronic. Confidential Information does not include information that (i) is or becomes publicly known without breach of this Agreement by the Receiving Party; (ii) is demonstrably known by the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, subcontractors or agents who have a need to know the information for performance of this Agreement, provided that such persons are bound by confidentiality obligations no less protective than those set forth herein. The Receiving Party shall be liable for any breach of confidentiality by such persons.

Data, Records and Intellectual Property

All program data and participant records generated in the course of performance under this Agreement shall be the property of Sponsor. Administrator shall maintain records in accordance with generally accepted recordkeeping practices and shall, upon termination or expiration, deliver copies of such records to Sponsor. Administrator retains ownership of its pre-existing systems, methodologies, and tools used to perform Services, but grants Sponsor a non-exclusive, royalty-free license to use any deliverables produced specifically for Sponsor under this Agreement solely for Sponsor's internal program purposes.

Reporting and Compliance

Administrator shall comply with all applicable laws, regulations, and Sponsor policies that apply to the performance of the Services. Administrator shall permit Sponsor or its authorized representative to audit Administrator's records related to the Program upon reasonable prior notice and during normal business hours, subject to confidentiality protections.

Indemnification and Insurance

Administrator shall indemnify, defend and hold harmless Sponsor and its officers, directors and employees from and against any liabilities, claims, losses, damages and expenses, including reasonable attorneys' fees, arising out of Administrator's negligent performance of Services or breach of this Agreement, except to the extent such claims result from Sponsor's gross negligence or willful misconduct.

Administrator shall maintain, at its expense, commercially reasonable insurance coverage appropriate to the Services, including general liability and professional liability insurance. Required coverage minimums: General Liability: ; Professional Liability: .

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of Confidentiality or indemnity obligations, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, whether in contract, tort or otherwise, even if such party has been advised of the possibility of such damages. The aggregate liability of either party arising from or related to this Agreement shall not exceed the total fees paid or payable to Administrator under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Amendments and Assignment

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Sponsor may assign this Agreement in connection with a merger, sale of substantially all of its assets, or to an affiliate.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Entire Agreement

This Agreement, including any attachments, exhibits, or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. In the event of any conflict between this Agreement and any exhibit or statement of work, the terms of this Agreement shall control unless the parties expressly agree otherwise in writing.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth above (or to such other address that a party may designate by notice to the other). Notices shall be delivered by hand, nationally recognized overnight courier, certified mail (postage prepaid, return receipt requested), or email with confirmation of receipt.

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