Miscellaneous PMPM Document

MISCELLANEOUS PMPM AGREEMENT

Parties

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider provides managed services and fee arrangements calculated on a per member per month basis for certain populations and undertakes to provide such services to Client in accordance with the terms of this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services described below and to compensate Service Provider on a per member per month (PMPM) basis as set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms, conditions, and payment arrangements governing such services effective as of the Effective Date below.

Effective Date:

Scope of Work

Service Provider shall furnish to Client the services and deliverables described below. The parties agree that the Scope of Work may evolve by written amendment signed by both parties in accordance with this Agreement.

Payment Terms

Client shall pay Service Provider a fee calculated on a per member per month (PMPM) basis for the population defined in the Scope of Work. Unless otherwise agreed in writing, payments shall be made in U.S. dollars under the following terms:

All undisputed amounts not paid when due shall accrue interest at the rate specified above or, if no rate is specified, at the maximum rate permitted by applicable law. Client may withhold payment of any amount that is in good faith disputed pending resolution; however, Client must provide written notice of dispute and supporting documentation within thirty (30) days of receipt of the invoice.

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated as provided herein, shall continue until the End Date or the expiration of the Initial Term set forth below.

Start Date:     End Date:

Either party may terminate this Agreement for cause upon material breach by the other party that remains uncured thirty (30) days after receipt of written notice specifying the breach. Either party may terminate without cause upon providing the notice period specified above.

Confidentiality

Each party acknowledges that, in the course of performance, it may receive confidential or proprietary information of the other party. "Confidential Information" includes non-public business information, member data, pricing, models, algorithms, operational processes, and any information designated as confidential. Confidential Information does not include information that: (a) is or becomes public through no breach; (b) is independently developed without use of the other party’s Confidential Information; or (c) is rightfully received from a third party without restriction.

Unless required by law, the receiving party shall not disclose Confidential Information and shall use at least reasonable care to protect such information. Upon termination or written request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that state for any action arising under this Agreement.

Indemnification & Limitation of Liability (Brief)

Each party shall indemnify the other for third‑party claims arising from its gross negligence or willful misconduct. Except for liability arising from breach of confidentiality, gross negligence or willful misconduct, neither party’s aggregate liability shall exceed the amounts paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Entire Agreement

This Agreement, including all exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices must be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision is held invalid, the remainder shall remain in effect. Neither party may assign its rights or obligations without the other party’s prior written consent, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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