Case Management Duplicate Case Assistant

Case Management Duplicate Case Assistant

Parties and Recitals

This Agreement is entered into effective as of between Client Name: (hereinafter "Client") and Contractor Name: (hereinafter "Contractor").

WHEREAS, Client operates a case management system and requires assistance to identify, review, and resolve duplicate case records in order to preserve data integrity and reporting accuracy; and

WHEREAS, Contractor represents that it has the technical capability and subject matter expertise to provide duplicate-case identification, consolidation assistance, reconciliation of associated records, and advisory services as set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Contractor will perform such services and the compensation to be paid by Client.

Scope of Work

Payment Terms

Total Fee:

Invoices will be submitted to Client and payment is due within days of invoice date.

Late Fee: Interest on overdue amounts shall accrue at or the maximum rate permitted by law, whichever is less.

Reimbursable Expenses: will be reimbursed when pre-approved and supported by receipts.

Term and Termination

Term Commencement Date:

Term End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon days' prior written notice. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within days of receipt of notice.

Upon termination, Contractor will deliver all work-in-progress and final deliverables produced to date and Client will pay Contractor for services performed and pre-approved expenses incurred through the effective date of termination.

Confidentiality and Data Protection

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other. "Confidential Information" means non-public business, technical, operational, and client-identifying information, including case data, personally identifiable information, system access credentials, and reports.

Contractor shall use Confidential Information solely to perform its obligations under this Agreement, shall restrict access to those employees and subcontractors who have a need to know, and shall implement and maintain reasonable administrative, physical, and technical safeguards to protect Confidential Information against unauthorized access, disclosure, alteration, or destruction.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no breach by the recipient, (ii) was rightfully known prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of Confidential Information.

Survival: The confidentiality obligations shall survive termination for a period of years, except with respect to trade secrets, which shall remain protected for so long as they qualify as trade secrets.

Quality Assurance and Audit Rights

Contractor shall maintain accurate records of work performed and, upon reasonable notice and during normal business hours, shall permit Client to audit work products and processes related to duplicate-case resolution. Any such audit shall be conducted in a manner that minimizes disruption to Contractor's operations and shall be subject to Confidentiality protections.

Representations, Warranties and Limitations

Contractor represents that services will be performed in a professional and workmanlike manner and in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER WARRANTY, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, punitive, or special damages, and aggregate direct liability shall not exceed the total fees paid by Client to Contractor under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice-of-law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the county of the governing law state.

Entire Agreement; Amendments

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

Additional Administrative Information

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