Third Party TPA Agreement

Third Party TPA Agreement

This Third Party Administrator Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , an entity organized as under the laws of , with principal place of business at (hereinafter "Client"), and Third Party Administrator Name: , an entity organized as under the laws of , with principal place of business at (hereinafter "TPA").

Recitals

WHEREAS, Client sponsors and maintains the benefit plan described as Plan Name: (the "Plan") for eligible participants; and

WHEREAS, Client desires to engage TPA to perform certain administrative services for the Plan, and TPA represents that it has the experience, personnel, systems and licenses necessary to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which TPA will perform services for Client.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Definitions

1.1 "Confidential Information" means non-public information disclosed by one party to the other, including plan data, member records, pricing, algorithms, methodologies, and business processes, whether in oral, written, electronic or other form, but excludes information that: (a) is or becomes public other than through a breach of this Agreement; (b) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (c) is rightfully received from a third party without restriction.

1.2 "Services" means the administrative tasks described in Section 2 and any additional services agreed in writing by the parties.

2. Scope of Services

2.1 TPA shall perform the Services described below and in Schedule A attached hereto. Core Services include claims intake, claims adjudication in accordance with the Plan document, participant and provider inquiry handling, benefit calculations, coordination of benefits, COBRA administration if applicable, and standard reporting to Client. Specific deviations from standard procedures must be approved in writing by Client prior to implementation.

3. Term and Termination

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided herein. Thereafter this Agreement shall .

3.2 Termination for Convenience. Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4. Compensation and Billing

4.1 Fees. Client shall pay TPA the fees set forth in Schedule B. Fees shall be calculated in accordance with the agreed fee schedule and invoiced monthly in arrears unless otherwise specified.

4.2 Payment Terms. Invoices are due within days of invoice date. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. Confidentiality and Data Protection

5.1 Confidentiality. Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose such information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The receiving party shall use at least the same standard of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Data Security. TPA shall maintain administrative, physical and technical safeguards designed to protect Plan data against unauthorized access, use, destruction, alteration or disclosure. Minimum safeguards shall include encryption of data in transit and at rest, access controls, logging, employee background checks, and routine security assessments. TPA shall notify Client of any unauthorized access or security breach affecting Client data within hours of discovery.

6. Compliance with Laws and Plan Documents

6.1 TPA will perform Services in compliance with applicable federal and state laws and in accordance with the Plan documents and written policies provided by Client. To the extent that TPA's performance requires interpretation of Plan terms, TPA shall follow Client's written directions. TPA shall promptly inform Client in writing of any claim, investigation or regulatory inquiry relating to the Services.

7. Indemnification and Limitation of Liability

7.1 Indemnification by TPA. TPA shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from TPA's negligent acts or omissions, willful misconduct, breach of this Agreement, or failure to perform Services in accordance with Plan documents, except to the extent caused by Client's acts or omissions.

7.2 Indemnification by Client. Client shall indemnify and hold harmless TPA from and against claims arising from Client's failure to provide accurate Plan information, fraudulent or unlawful instructions, or the terms of the Plan as established by Client.

7.3 Limitation of Liability. Except for breaches of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable for indirect, incidental, consequential, special or punitive damages. The aggregate liability of either party for direct damages arising out of this Agreement shall not exceed the fees paid to TPA under this Agreement in the preceding the claim.

8. Insurance

8.1 TPA shall maintain and furnish evidence upon request of the following insurance coverage: commercial general liability with limits of not less than per occurrence and professional liability/errors & omissions insurance with limits of not less than aggregate. Such insurance shall name Client as an additional insured where appropriate.

9. Records, Audit and Reporting

9.1 Records. TPA shall maintain complete and accurate records of Services performed and amounts billed. Records shall be retained for a period of not less than years unless otherwise required by law.

9.2 Audit Rights. Client or its designated auditor may, upon reasonable prior notice and during normal business hours, audit TPA's records relating to Services for the purpose of verifying performance and fees. Such audits shall not occur more frequently than once per calendar year absent evidence of material noncompliance. TPA shall cooperate and provide reasonable access to requested records.

10. Notices

10.1 All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses below or to such other address as either party may designate by notice to the other.

11. Assignment and Subcontracting

11.1 Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign this Agreement in connection with a sale of substantially all of its assets or a merger without the other party's consent provided the assignee assumes all obligations under this Agreement.

11.2 TPA may engage subcontractors to perform portions of the Services provided that TPA remains responsible for the performance of such subcontractors and requires subcontractors to comply with confidentiality and data protection obligations consistent with this Agreement.

12. Amendments; Waiver; Counterparts

12.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No course of dealing or failure to enforce any right shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

12.2 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 by electronic means shall be binding.

13. Governing Law; Entire Agreement; Severability

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

13.2 Entire Agreement. This Agreement, including all schedules and attachments 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 written or oral.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

14. Miscellaneous

14.1 Independent Contractors. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Neither party shall have authority to bind the other except as expressly provided herein.

14.2 Subrogation and Cooperation. The parties shall cooperate reasonably in defense of claims and in pursuing subrogation rights where appropriate and shall exchange information necessary to accomplish those objectives consistent with confidentiality obligations.

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