Professional TPA Services Agreement

PROFESSIONAL TPA SERVICES AGREEMENT

This Professional TPA Services Agreement ("Agreement") is entered into as of by and between TPA Name: and Client Name: . Each of TPA Name and Client Name may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client maintains employee benefit plans and programs for which claims administration, claims adjudication, and related third-party administrative services are required; and

WHEREAS, TPA is duly engaged in the business of providing third-party administration services and has represented that it possesses the personnel, systems, and expertise necessary to perform such services in accordance with applicable law and industry standards; and

WHEREAS, Client desires to engage TPA, and TPA desires to provide services to Client, on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the third-party administrative services to be provided by TPA as described in Section 2 and in the Service Exhibit attached hereto, including claims intake, claims adjudication, payment processing, reporting, subrogation, and member/customer support.

1.2 "Confidential Information" means all non-public information disclosed by one Party to the other, whether oral, written or electronic, including plan data, claims information, pricing, business processes and, where applicable, Protected Health Information.

2. SCOPE OF SERVICES

2.1 TPA shall perform the Services set forth in the Service Description below and shall exercise commercially reasonable efforts to perform the Services in accordance with the standards of care and industry practice applicable to specialized third-party administrators. TPA shall process claims and make determinations in accordance with plan terms furnished by Client and shall not alter plan terms without Client's prior written instruction.

3. COMPENSATION; PAYMENT

3.1 Client shall pay TPA the fees set forth in the Fee Schedule. Fees are exclusive of applicable taxes and reimbursement amounts for pass‑through costs unless otherwise specified. TPA shall invoice Client monthly and invoices are due and payable within days of invoice date.

4. RECORDS, REPORTING AND AUDIT

4.1 TPA shall maintain complete, accurate and auditable records relating to the Services for a period of at least years following the date of service. TPA shall provide standard monthly reports and ad hoc reports as reasonably requested by Client. Client or its authorized representative shall have the right, upon reasonable notice and during normal business hours, to audit TPA's relevant records and systems to verify compliance with this Agreement and accuracy of invoicing.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1 Each Party shall protect the Confidential Information of the other with at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care. TPA shall use Confidential Information solely for the performance of the Services and shall limit access to personnel or subcontractors with a need to know.

5.2 If TPA will receive or process Protected Health Information, indicate below and TPA shall implement safeguards and breach notification procedures consistent with applicable law:
TPA will access, receive or process Protected Health Information (PHI)

5.3 TPA shall notify Client without undue delay and, in any event, within hours of becoming aware of any security incident or unauthorized disclosure affecting Confidential Information.

6. COMPLIANCE WITH LAWS

6.1 Each Party shall comply with all applicable laws, rules and regulations applicable to its performance under this Agreement. TPA shall conduct the Services in a manner consistent with applicable regulatory requirements governing benefit plan administration and data privacy.

7. INDEMNIFICATION

7.1 TPA shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of TPA's gross negligence, willful misconduct, material breach of this Agreement or unauthorized disclosure of Confidential Information.

7.2 Client shall indemnify, defend and hold harmless TPA and its officers, directors and employees from and against any third-party claims, losses, liabilities, damages and expenses arising out of Client's failure to provide accurate plan documents, plan funding or Client's breach of its obligations under this Agreement.

8. INSURANCE

8.1 During the Term, TPA shall maintain and carry at its own expense commercial general liability, professional liability/errors and omissions, and cyber liability insurance with limits not less than the amounts specified below. Certificates of insurance shall be provided to Client upon request.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO TPA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. TERM; TERMINATION

10.1 Term. The initial term shall commence on the Effective Date and continue for months, unless earlier terminated as provided herein. Thereafter, this Agreement shall renew for successive one-year terms unless either Party provides written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term.

10.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

11. SUBCONTRACTING

11.1 TPA may engage subcontractors to perform portions of the Services provided that TPA remains responsible for the acts and omissions of such subcontractors and obtains contractual assurances that the subcontractors will comply with the confidentiality, data protection and compliance obligations set forth in this Agreement. TPA shall notify Client of any subcontractor that will have access to Confidential Information.

12. NOTICES

12.1 All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below, by hand, by certified mail, or by nationally recognized overnight courier, and shall be deemed given upon receipt.

13. AMENDMENT; WAIVER; SEVERABILITY

13.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any provision shall constitute a waiver of any other provision or of the same provision at another time. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

14. GOVERNING LAW; DISPUTE RESOLUTION

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

14.2 Dispute Resolution. The Parties shall attempt in good faith to resolve disputes arising out of this Agreement through negotiation. If negotiation fails, the Parties agree to submit the dispute to mediation prior to commencing any litigation. Nothing in this Section shall prevent either Party from seeking injunctive or other equitable relief in a court of competent jurisdiction.

15. ENTIRE AGREEMENT

15.1 This Agreement, including all exhibits and schedules incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

16. FORCE MAJEURE; COUNTERPARTS

16.1 Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, provided that the affected Party promptly notifies the other Party and uses reasonable efforts to resume performance.

16.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be effective as original signatures.

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