Amerigroup Business Document

AMERIGROUP BUSINESS DOCUMENT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client requires certain professional services related to healthcare administration, program implementation and related business operations (the "Services"); and

WHEREAS, Provider represents that it possesses the qualifications, experience and personnel necessary to perform the Services in accordance with applicable law, industry standards and Client policies; and

WHEREAS, the parties desire to set forth their agreement regarding the Services, compensation, confidentiality and other terms and conditions pursuant to which Provider will perform Services for Client.

Scope of Work

Provider shall perform the Services described below. The Services shall include, without limitation, the tasks, deliverables, and performance standards stated in this section. Provider shall perform all Services in a professional and workmanlike manner, consistent with prevailing industry standards.

Payment Terms

Client shall compensate Provider in accordance with the terms below. Fees payable to Provider shall be the exclusive compensation for all Services rendered unless otherwise agreed in writing.

If any payment due hereunder is not received by Provider within days after the due date, Client shall pay interest on the delinquent amount at the rate of , compounded monthly, or the maximum rate permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on and shall continue in effect until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any material obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination for any reason, Provider shall deliver to Client all work product completed through the effective date of termination, and Client shall pay Provider for all Services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person should understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, member data, pricing, financial information, claims data, software, methodology and trade secrets.

The receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to its employees, contractors and agents who have a strict need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations under this section shall survive termination of this Agreement for a period of years.

Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, or (iii) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to permit opportunity for a protective order.

Indemnification

Provider shall indemnify, defend and hold Client and its affiliates, directors, officers and employees harmless from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Provider's negligence, willful misconduct, breach of this Agreement, or infringement of third-party intellectual property rights caused by Provider's performance of the Services.

Insurance

Provider shall maintain, at its expense, insurance coverage appropriate to the Services provided, including commercial general liability and professional liability/errors & omissions coverage with limits adequate to cover potential liabilities arising out of performance under this Agreement. Upon request, Provider shall furnish certificates of insurance evidencing such coverage.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with commercially reasonable arbitration procedures, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

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

Miscellaneous

The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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