Program Administration Services Agreement

PROGRAM ADMINISTRATION SERVICES AGREEMENT

This Program Administration Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: (hereafter "Client"), and Service Provider Name: with principal address: (hereafter "Provider").

RECITALS

WHEREAS, Client administers or funds certain programs identified as Program Name: for the purpose of providing services to designated participants; and

WHEREAS, Provider represents that it has the expertise, personnel and systems necessary to perform program administration services including enrollment, eligibility determination, claims processing, reporting, and participant support as described in this Agreement; and

WHEREAS, Client desires to engage Provider, and Provider is willing to perform, the services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the program administration services described in Section 2 and in the Statement of Work.
1.2 "Statement of Work" or "SOW" means the written description of deliverables, service levels and pricing attached hereto as Exhibit A and any subsequent written SOW signed by both parties.
1.3 "Confidential Information" has the meaning set forth in Section 5.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services as set forth in the Statement of Work. Services shall include, at a minimum: participant intake and enrollment; eligibility verification; benefit calculation; claims intake and adjudication; customer service; regular reporting to Client; and program compliance monitoring. Provider shall provide personnel who are trained and qualified to perform the Services in a professional manner consistent with industry standards.

2.2 Provider shall perform the Services in accordance with the service levels and acceptance criteria set forth in the Statement of Work. Provider shall maintain written procedures and controls reasonably necessary to achieve required performance metrics.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination.

3.3 Termination for Cause. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

4. FEES, INVOICING AND PAYMENT

4.1 Fees. Client shall pay Provider fees in accordance with the fee schedule in the Statement of Work. All fees are exclusive of taxes unless otherwise specified.

4.2 Invoicing and Payment Terms. Provider shall submit invoices monthly unless otherwise agreed. Client shall pay undisputed amounts within days of receipt of a correct invoice. Disputed amounts must be raised in writing within fifteen (15) days of invoice receipt.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, including participant data, business plans, pricing, and technical or operational information.

5.2 Obligations. The receiving party shall (a) use Confidential Information solely for performance under this Agreement; (b) protect it with at least the same degree of care as its own confidential information but no less than reasonable care; and (c) not disclose it to any third party except as necessary to perform the Services and subject to written confidentiality obligations no less protective than this Agreement.

5.3 Exclusions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully in the receiving party's possession prior to disclosure, or is independently developed.

6. DATA PROTECTION AND SECURITY

6.1 Compliance. Provider shall maintain administrative, physical and technical safeguards designed to protect participant data and comply with applicable data protection laws. Provider shall limit access to participant data to personnel with a business need to perform the Services.

6.2 Breach Notification. Provider shall notify Client without undue delay, and in no event later than seventy-two (72) hours after discovering a security incident affecting Client data, and shall cooperate in investigating and remedying the incident.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in and to its pre-existing intellectual property. Client retains ownership of all participant data and any materials furnished to Provider by Client.

7.2 Work Product. All materials, reports, software customizations and other deliverables created by Provider specifically for Client under this Agreement (collectively, "Work Product") shall be deemed works made for hire and ownership shall vest in Client upon payment in full; to the extent ownership does not vest automatically, Provider assigns all right, title and interest to Client.

8. SUBCONTRACTING AND ASSIGNMENT

Provider may engage subcontractors to perform Services provided that Provider remains responsible for performance, requires subcontractors to maintain confidentiality and data protection obligations, and obtains Client's prior written consent for any subcontractor that will process participant data or perform material services.

Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a sale of substantially all of the assigning party's assets or a merger.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has the requisite power and authority to execute and perform this Agreement, that performance will comply with applicable laws, and that it will not knowingly take any action that would cause the other party to be in breach of law or third-party obligations.

10. INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client from third-party claims arising out of Provider's breach of this Agreement, negligence, willful misconduct, or Provider's violation of applicable law in performing the Services.

10.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from third-party claims arising from Client's breach of this Agreement, Client-provided data inaccuracies, or Client's violation of law.

10.3 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, each party's aggregate liability for direct damages shall be limited to the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

11. INSURANCE

Provider shall maintain commercial general liability, professional liability/errors & omissions, and cyber liability insurance in amounts customary for similarly situated providers and shall provide certificates of insurance upon request.

12. AUDIT; RECORDS

Provider shall retain complete and accurate records relating to the performance of Services and fees for a period of at least three (3) years following provision of Services and shall permit Client or its authorized representatives to audit such records upon reasonable notice during normal business hours.

13. NOTICES

Notices shall be in writing and shall be delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested) or email where a delivery receipt is generated, to the notice addresses provided above. Notice is effective upon receipt.

14. MISCELLANEOUS

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

Entire Agreement. This Agreement, together with all attached exhibits and any SOWs executed hereunder, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Amendment and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

Counterparts. 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.

ACKNOWLEDGMENTS

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The persons signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective party.

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