Coverage Program Template

Coverage Program Template

Parties and Recitals

This Coverage Program Template (the "Program") is entered into between Program Sponsor: and Program Provider: .

WHEREAS, Sponsor desires to establish a coverage program to provide defined coverage, loss control, administration and claims handling services under the terms set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel, resources and authority to administer the Program and to procure or manage insurance or coverage arrangements on behalf of Sponsor; and

WHEREAS, the parties desire to set forth their mutual rights, obligations, payment terms and other operational provisions in a written agreement.

Program Identification and Administrative Details

Scope of Work

Provider shall perform the following services in accordance with the terms of this Program. The obligations below are minimum requirements; Provider shall exercise commercially reasonable efforts to achieve service levels and compliance described herein.

Core tasks to be included (check applicable):
Claims handling and adjudication
Eligibility administration and enrollment
Periodic reporting and audits
Loss control and risk management consulting

Coverage and Financial Limits

Payment Terms

Sponsor shall pay Provider the agreed fees for administration and any negotiated premium or funding obligations as set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Invoicing cycle:   Method of payment:

Term and Termination

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

Either party may terminate this Program for convenience upon written notice delivered at least days prior to the proposed termination date. A party may terminate for cause immediately if the other party materially breaches any obligation and fails to cure within thirty (30) days after written notice of such breach.

Confidentiality

Each party acknowledges that in the course of performance it will receive Confidential Information of the other party. "Confidential Information" means business, technical, financial and customer information disclosed in tangible or intangible form that is designated as confidential or that reasonably should be understood to be confidential.

Each party shall: (a) hold Confidential Information in strict confidence and exercise at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Program; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors with a need to know and who are bound to confidentiality obligations no less restrictive than those contained herein.

The obligations of confidentiality shall remain in effect for years following termination or expiration of this Program, except where a longer period is required by applicable law.

Claims, Records and Audit

Provider shall maintain accurate records of claims, payments, reserves and related documentation. Sponsor or its designated auditor shall have the right to inspect and audit such records upon reasonable notice during normal business hours, subject to confidentiality protections.

Indemnification and Insurance

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Program. Provider shall maintain commercially reasonable insurance coverages appropriate to the services provided and provide proof of such insurance upon Sponsor's request.

Governing Law

This Program shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive venue for any action arising under this Program shall be the state or federal courts located in that state.

Entire Agreement and Amendments

This Program constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements, proposals and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Program shall be effective unless in writing and signed by authorized representatives of both parties.

Representations; Compliance

Each party represents and warrants that it has full power and authority to enter into this Program, that its performance will comply with all applicable laws and regulations, and that any information provided to the other party is true and accurate to the best of its knowledge.

Notices

Miscellaneous Provisions

If any provision of this Program is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Program without the other party's prior written consent, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

Headings are for reference only and shall not affect interpretation. The parties intend that all monetary amounts stated herein reflect the full and final obligations between them absent a separate written amendment.

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