Re-consideration Document

RE-CONSIDERATION DOCUMENT

This Re-Consideration Document (the "Agreement") is entered into on by and between the parties identified below.

Parties

Recitals

WHEREAS, on a decision or determination was issued relating to the subject matter identified as: ; and

WHEREAS, Requestor seeks formal re-consideration of that decision and Provider is willing to perform re-consideration services under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to define the scope, process, fees, confidentiality, and governing law for the re-consideration process.

Scope of Re-Consideration Services

Provider will undertake a review of the original determination and prepare a written re-consideration analysis addressing factual findings, applicable policies or contract terms, and recommended disposition. The re-consideration shall be limited to the matters and documents expressly submitted by Requestor and those reasonably obtained by Provider in connection with this engagement.

Payment Terms

As consideration for Provider's performance, Requestor shall pay Provider the fees described below. All fees are earned when due and non-refundable except as expressly provided in this Agreement.

Term and Termination

This Agreement commences on the Start Date below and continues until completion of the services described or earlier termination in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Requestor of its obligation to pay earned fees or reimburse Provider for reasonable costs incurred in connection with the services performed prior to termination.

Confidentiality

Each party acknowledges that during the performance of services it may receive Confidential Information of the other party. "Confidential Information" means non-public business or technical information disclosed in tangible or intangible form, including but not limited to records, communications, reports, and personal data. Each party agrees to (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to employees, consultants, or agents with a need to know who are bound to confidentiality obligations no less protective than those contained herein.

Confidential Information excludes information that: (i) is or becomes public through no fault of the receiving party; (ii) was already in the receiving party's possession without restriction prior to disclosure; (iii) is received from a third party without breach of obligation; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. If disclosure is required by law or valid process, the receiving party shall provide prompt written notice to allow the disclosing party to seek protective measures.

Representations, Warranties, and Limitation of Liability

Each party represents and warrants that it has full authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE PRECEDING SENTENCE, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES; THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO PROVIDER UNDER THIS AGREEMENT.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved within 30 days, the dispute shall be resolved by binding arbitration administered in the county of the Provider's principal place of business.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No modification or amendment shall be binding unless in writing and signed by duly authorized representatives of both parties.

Administrative Provisions

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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