Business MERP Plans

BUSINESS MERP PLAN AGREEMENT

This Business Medical Expense Reimbursement Plan Agreement (the Agreement) is made as of Effective Date: by and between Employer Name: (Employer) and Plan Administrator: (Administrator).

WHEREAS

WHEREAS, Employer maintains a program to reimburse eligible employees for qualifying medical expenses through a Medical Expense Reimbursement Plan (MERP) and desires to engage Administrator to perform plan administration and claims processing services in accordance with the terms of this Agreement.

WHEREAS, Administrator represents that it is experienced in administering MERP arrangements, will act in a fiduciary-administrator capacity to the extent required by applicable law, and will furnish the services described in this Agreement in a professional manner.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the establishment, operation, funding and administration of the MERP.

SCOPE OF WORK

Administrator shall perform, without limitation, the following services: plan design review and document preparation; eligibility determination; claims intake and adjudication consistent with plan terms; reimbursement processing and payment to participants; maintenance of plan records; preparation of reports and accounting to Employer; reasonable cooperation in responding to audits and regulatory inquiries; and such other services as are expressly agreed in writing by the parties.

PLAN DETAILS

PAYMENT TERMS

Fees: Employer shall pay Administrator the fees set forth below for setup, ongoing administration and per-claim processing. Setup Fee: $ . Monthly Administration Fee: $ . Per-Claim Fee: $ per adjudicated claim.

Payment Schedule: Administrator will invoice Employer in arrears for fees and for any reimbursements Administrator disburses on behalf of Employer. Invoices are due within days of invoice. Employer shall remit payment by the method specified in the invoice.

Late Payment: Unpaid amounts shall accrue a late fee equal to per month (or the maximum permitted by law, if less), calculated monthly on the outstanding balance, plus all reasonable collection costs and attorney fees incurred in collection.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue in effect through End Date: unless earlier terminated as provided herein.

Termination Without Cause: Either party may terminate this Agreement without cause by providing written notice at least days prior to the intended termination date. Termination With Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Administrator shall promptly provide Employer with final accounting of funds, outstanding claims, and return any Employer funds remaining after payment of valid claims and fees. Termination shall not relieve either party of obligations incurred prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means nonpublic, proprietary, or sensitive information disclosed by one party (Disclosing Party) to the other (Receiving Party), including participant data, claims information, plan designs, pricing, financial data, and any personally identifiable health information to the extent not otherwise permitted to be disclosed under applicable law.

Obligations: Receiving Party shall (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) restrict disclosure to employees, subcontractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) implement administrative, physical and technical safeguards reasonably designed to prevent unauthorized use or disclosure. The obligations in this section survive termination of this Agreement for a period of five (5) years, except that obligations with respect to protected health information shall survive to the extent required by applicable law.

COMPLIANCE AND INDEMNIFICATION

Compliance: Administrator shall administer the MERP in a manner consistent with applicable law and sound industry practice. Employer acknowledges its responsibility to maintain plan documents and to provide Administrator with accurate information necessary to administer the plan.

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorney fees) arising from the indemnifying party's gross negligence, willful misconduct, breach of this Agreement, or violation of applicable law in connection with performance of its obligations hereunder.

AMENDMENT AND ASSIGNMENT

Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. Administrator may adopt plan administration procedures and operational policies reasonably necessary for efficient administration provided such procedures do not materially alter plan benefits without Employer's written consent.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Administrator may engage subcontractors for claims processing and other services, provided Administrator remains responsible for subcontractor performance.

GOVERNING LAW; ENTIRE AGREEMENT

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement: This Agreement, together with any plan documents and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether oral or written.

NOTICES

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency beyond the express provisions of this Agreement.

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