SOW-05 Clean Team Services — ACME Health / Cumberland Valley

An independent team permitted to review competitively sensitive Cumberland Valley information before closing and to return only conclusions. ⚠ This instrument is engaged by ACME Legal rather than by the program, and that is structural: a clean team retained by the party it is shielding would not be a barrier. The Program Manager has no authority over it and receives only its permitted output.

1. Parties, Instrument and Term

Attribute	Provision
Client	ACME Health
Supplier	Harpeth Clean Team Services
Instrument	SOW-05, issued under the Master Services Agreement
Vendor register reference	VN-05 in the Vendor Management Plan
Vehicle	Fixed price, engaged through ACME Legal
ACME owner	L. Hollingsworth, General Counsel
Effective	August 28, 2023 — ⚠ subject to execution under §7
Term	From execution until closing. ⚠ Terminates automatically at closing.
Governing document	Vendor Management Plan §4 and §5. ⚠ Clauses in those sections are mandatory and are reproduced here in full rather than incorporated by reference.

2. Background and Purpose

Before closing, ACME may not examine competitively sensitive Cumberland Valley information, yet it must plan an integration that depends on knowing what is there. Supplier provides an independent team permitted to review that information and return conclusions only. Why the boundary is drawn here: the team is engaged by ACME Legal rather than by the program, and returns conclusions rather than records. ⚠ A clean team retained by the party it is shielding would not be a barrier, and the Program Manager has no authority to instruct it.

3. Definitions

These terms carry the meaning below wherever they appear in this Statement of Work. Where a term is also defined in the Master Services Agreement and the two differ, the Master Services Agreement governs under §15.

Term	Meaning in this Statement of Work
Acceptance	Written confirmation by ACME that a Deliverable meets its stated Acceptance Criterion, or expiry of the review period in §5.1 without written rejection.
Acceptance Criterion	The objective, demonstrable condition stated against each Deliverable in §5. ⚠ A criterion that cannot be demonstrated is not a criterion.
Deliverable	An item Supplier is contractually obliged to produce under §5.
Defect	A failure of delivered scope to perform in accordance with its Acceptance Criterion or the as-built documentation — as distinct from a request for new or changed function, which is a Change Order.
Client Dependency	An obligation of ACME under §6 on which Supplier performance depends.
Warranty Period	The 90 calendar days following Acceptance of the Deliverable concerned. ⚠ Not from delivery, and not from execution.
PHI	Protected health information as defined under HIPAA, in respect of which the Business Associate Agreement at GC-06 governs.
Change Order	A written amendment under §9, executed by the same authorities that executed this Statement of Work.

4. Scope of Services

4.1 In scope — Supplier delivered

Ref	Element	Provision
SC-01	Clean team personnel	Individuals with no prior or concurrent role in ACME commercial decision-making, and none afterward on this program.
SC-02	Permitted review	Review of competitively sensitive target information under the Clean Team Protocol, solely to produce integration planning conclusions.
SC-03	Output restriction	⚠ Aggregated conclusions only. No underlying pricing, rate or member-level detail passes to ACME personnel in any form, including verbally.
SC-04	Segregation	Separate systems, separate storage, no shared drives with ACME. Access logged and reviewable by both parties' counsel.
SC-05	Wind-down	⚠ At closing the engagement ends, working materials are destroyed or returned to counsel, and no team member is redeployed onto the integration program.

4.2 Out of scope

The following are not Supplier scope under this instrument. They are stated because an exclusion nobody wrote down is an argument waiting to happen at the moment it is least affordable.

Ref	Excluded	Where it sits instead
EX-01	Integration planning	⚠ Clean team members do not plan the integration — that is the barrier this instrument exists to create.
EX-02	Disclosure of underlying data	Only conclusions are returned to ACME, never the records they rest on.
EX-03	Post-close work	This instrument ends at close; continuing engagement would defeat its purpose.

5. Deliverables and Acceptance

Acceptance Criteria are stated here, before work begins. ⚠ A Deliverable is accepted when its criterion is demonstrated, not when Supplier declares it complete.

Ref	Deliverable	Acceptance criterion
DL-01	Protocol acknowledgement by each team member	Signed before any access is granted
DL-02	Integration planning conclusions	⚠ Reviewed by counsel for permitted content before release to the program
DL-03	Access and disclosure log	Complete record of who saw what and what was released
DL-04	Wind-down certificate	Materials destroyed or returned; personnel released

5.1 Acceptance process

Supplier submits each Deliverable in writing. ACME has 10 business days from submission to accept it or to reject it in writing. A rejection must cite the Acceptance Criterion the Deliverable fails and state what would satisfy it; a rejection doing neither is not a rejection for the purposes of this clause. Supplier remedies and resubmits, and the review period restarts for the resubmitted Deliverable only. A Deliverable neither accepted nor rejected within 10 business days is deemed accepted.

Deemed acceptance protects the supplier, and that is why it belongs in ACME's own template. Without it a client that simply goes quiet suspends payment indefinitely while the supplier carries the cost. ⚠ It also creates the obligation ACME is most likely to fail: C-04 in §6 is a real dependency with a named owner, and on this program the review window repeatedly falls during cutover, when the people qualified to review are the people running it.

6. Client Responsibilities and Dependencies

Supplier performance is conditional on ACME meeting the following. Failure of a Client Dependency does not entitle Supplier to additional payment except through an approved Change Order under §9, but may entitle Supplier to a schedule adjustment of no more than the period of the delay.

Ref	ACME obligation	ACME owner	Timing
C-01	Execute the clean team protocol and confirm the permitted population	H. Tillinghast, Clean Team Counsel	Before mobilization
C-02	Provide the competitively sensitive data set under protocol controls	M. Sheffield, GC, Cumberland Valley	Per protocol
C-03	Nominate the ACME recipients permitted to receive conclusions	F. Underhill, Associate GC	Before DL-01
C-04	Accept or reject each Deliverable within the review period in §5.1	L. Hollingsworth, General Counsel	Per submission

⚠ A dependency without a named owner and a date is a wish. These are the clauses a supplier cites when the program slips, and ACME cannot argue with them after the fact — which is precisely the reason to agree them before the work starts rather than once it is late.

7. Fees and Payment

⚠ Fee amounts are carried in the Program Budget and the Vendor Management Plan and are not restated here. What this section fixes is what triggers payment — the term that decides which party carries risk between milestones.

#	Payment milestone	Deliverable	% of SOW value
1	Execution and mobilization	—	10%
2	Acceptance of DL-01	DL-01	21%
3	Acceptance of DL-02	DL-02	21%
4	Acceptance of DL-03	DL-03	21%
5	Acceptance of DL-04	DL-04	22%
6	Warranty exit and closeout	—	5%

Payment falls due thirty days after Acceptance of the linked Deliverable under §5.1 — not on submission, and not on invoice.

The five per cent held to warranty exit is the point of this schedule. It is small enough to be uncontroversial at signature and disproportionately effective afterwards, because it keeps Supplier commercially engaged through the period when defects actually surface. A schedule that fully discharges at go-live removes Supplier's incentive at exactly the moment ACME first depends on the thing working.

8. Key Personnel and Service Levels

Supplier shall not replace personnel named as key without ACME's written consent, and shall provide a replacement of equivalent capability at its own cost where it does. Defect response runs to the levels below, measured from ACME's report.

Level	Response	Resolution	Definition
Conclusion turnaround	10 business days	—	From a scoped request
Protocol breach	Immediate	—	⚠ Reported to both parties' counsel same day
Access log	Weekly	—	Provided to counsel unprompted
Wind-down	5 business days after closing	—	Certificate required

9. Change Orders

Any change to scope, Deliverables, Acceptance Criteria, service levels or fees takes effect only through a written Change Order executed by the same authorities that executed this Statement of Work under §17. Work performed without an executed Change Order is performed at Supplier's risk and is not payable.

⚠ The signature-parity requirement is the operative half of this clause. Scope creep on an integration program is rarely a decision; it is an accumulation of small agreements between people who each lacked authority to make them. Requiring the original signatories makes every increment visible to the person accountable for the commitment.

10. Warranty

Ref	Provision
WR-01	Supplier warrants that delivered scope will perform in accordance with its Acceptance Criterion for 90 calendar days following Acceptance of the Deliverable concerned. ⚠ The period runs from Acceptance, not delivery — Vendor Management Plan §5, SW-01.
WR-02	Defects reported during the Warranty Period are remediated at no additional charge, to the service levels in §8.
WR-03	Attribution. Whether an item is a Defect (Supplier remediates) or a change (ACME pays) is determined against the Deliverable's Acceptance Criterion and the as-built documentation. Disputed items escalate under §12 and are classified as they arise, never batched to warranty exit.
WR-04	Defects unresolved at warranty exit are recorded with an agreed remediation path. Warranty exit does not extinguish an unresolved Defect.
WR-05	Remediation of a Defect re-starts the Warranty Period for the remediated component only.

WR-03 settles the predictable argument in advance. Every warranty period produces the same dispute: is this a defect you fix, or a change I pay for? Agreeing the classification basis at signature — when neither party knows which side of it they will be on — is worth more than any amount of goodwill negotiated later, once the answer has become financially consequential to someone.

11. Warranty, Support and Version Obligations

No §5 terms apply and none could. This instrument buys judgment exercised under a legal restriction — there is no product to warrant, patch or upgrade. ⚠ What replaces them is SC-03 and SC-05: the value of a clean team is entirely in what it does not pass on, and in the fact that it ends.

12. Governance and Escalation

Level	Forum	ACME	Escalates when
Operational	Weekly supplier check-in — individual, never joint	L. Hollingsworth	Delivery, defects and dependencies in the ordinary course
Program	IMO weekly	C. Tyrrell, Program Manager	A dependency or Defect threatens a program milestone
Commercial	Procurement review	H. Castellow, VP Procurement	Fees, Change Orders, or performance against §8 service levels
Executive	Integration Steering Committee	D. Ashmore, CFO and Sponsor	Termination is contemplated, or a dispute is unresolved after thirty days

⚠ Suppliers are met individually and never together. A joint forum means discussing one supplier's delivery problems in front of another who may bid for the same work next year — and a supplier will not tell you its delivery lead has resigned with a competitor in the room. Cross-supplier dependencies are brokered through the program.

13. Limitation of Liability

Each party's aggregate liability arising out of or in connection with this Statement of Work is limited to the fees paid and payable under it in the twelve months preceding the event giving rise to the claim. Neither party is liable for indirect or consequential loss.

The following are excluded from that cap and are unlimited:

Ref	Uncapped liability
LL-01	Breach of confidentiality.
LL-02	Any breach, loss or unauthorized disclosure of PHI, and any breach of the Business Associate Agreement at GC-06.
LL-03	Indemnity against third-party claims that delivered scope infringes intellectual property rights.

The cap is a formula rather than a figure, and that matters on a program of this length. A cap fixed in dollars at signature stops tracking the exposure as the engagement grows; a rolling twelve-month cap moves with what Supplier is actually being paid. ⚠ The three carve-outs are the ones ACME cannot accept a cap on, because each can cost more than the whole instrument is worth — a PHI breach is priced by regulators and by the number of members affected, not by what the supplier was paid to prevent it.

14. Termination and Transition Assistance

Ref	Provision
TM-01	For cause. Either party may terminate on written notice for material breach not remedied within 30 days of notice specifying the breach and what would remedy it. ⚠ Repeated breach of the same obligation is material whether or not each instance is.
TM-02	For convenience. ACME may terminate on 60 days' written notice, paying for Deliverables accepted and work properly performed to the termination date and for no other amount. ⚠ Supplier holds no equivalent right during the TSA exit window.
TM-03	Insolvency. Either party may terminate immediately on the other's insolvency, administration or equivalent process.
TM-04	Transition assistance. On termination or expiry for any reason, Supplier provides transition assistance for up to 90 days at the rates then in effect — ACME data in an agreed format, as-built configuration documentation, and knowledge transfer to ACME or its nominee. This obligation survives termination, including termination by Supplier for ACME's breach.
TM-05	No suspension for disputed sums. Supplier shall not suspend service or withhold transition assistance on account of a disputed invoice; disputes run through §12 escalation.

Transition assistance is negotiated now because it cannot be negotiated later. It is the term a client has least leverage to obtain at the moment it needs it — by then the relationship has usually failed and the supplier has no commercial reason to help. ⭐ Leverage is set by how long you still need someone, not by how long the relationship has left to run, and TM-05 exists because withholding help over a disputed invoice is the most common way this clause is defeated in practice.

15. Order of Precedence

Where documents conflict, the following order applies:

#	Document
1	The Master Services Agreement
2	The Business Associate Agreement, in respect of PHI
3	Executed Change Orders, most recent first
4	This Statement of Work
5	Vendor Management Plan §4 and §5, as reproduced here
6	Supplier proposals and correspondence

⚠ Supplier proposals rank last deliberately. A proposal is written to win the work: it routinely contains commitments the supplier would not accept as contractual alongside assumptions ACME never agreed. Ranking it above this instrument would import both.

16. General Conditions

Ref	Clause	Provision
GC-01	Governing agreement	This statement of work is issued under the Master Services Agreement between ACME Health and Harpeth Clean Team Services. Where the two conflict, the Master Services Agreement governs except on scope, price and schedule, which this instrument governs.
GC-02	Contracting party across the close	⚠ Executed before closing by ACME Health. Cumberland Valley Health Plan becomes a beneficiary at closing without further action; no novation is required because ACME is the contracting party throughout.
GC-03	Key personnel	Named individuals in §2 may not be substituted without written agreement. A substitution without agreement is a material failure, not an administrative change.
GC-04	Subcontracting	No subcontracting without prior written consent. All obligations of this instrument flow down to any approved subcontractor, including data-handling and audit rights.
GC-05	Data handling and location	⚠ No member-level data is processed, stored or accessed outside the United States. This is a contractual obligation, not a policy preference, and derives from a condition of the state insurance approval.
GC-06	Business associate agreement	A business associate agreement is executed before any access to protected health information, and remains in force through the retention period after termination.
GC-07	Security incident notification	Supplier notifies ACME within 24 hours of discovering a suspected security or privacy incident. ⚠ The clock runs from discovery, not from confirmation.
GC-08	Audit rights	ACME may audit compliance on 10 business days' notice, and without notice following a reported incident.
GC-09	Insurance	Professional liability, cyber liability and workers compensation maintained at the limits in the Master Services Agreement; certificates provided before work begins and on renewal.
GC-10	Change control	Scope changes are priced and approved before work begins, against the program's thresholds ($250,000 Program Manager, $1,000,000 Executive Sponsor, above that the Steering Committee). ⚠ Work performed before approval is performed at Supplier's risk.
GC-11	Intellectual property	Working papers are the property of ACME Health but are held by counsel and are subject to the disclosure restrictions in the Clean Team Protocol.
GC-12	Knowledge transfer	Knowledge transfer is a deliverable with named receivers and an acceptance test, not a by-product of the work. Acceptance is by reverse shadowing: ACME performs unaided while Supplier observes.
GC-13	Termination for convenience	ACME may terminate on 30 days' written notice. Supplier is paid for work accepted and work in progress to the termination date.
GC-14	Transition assistance	⚠ On termination for any reason, Supplier provides transition assistance for up to 90 days at the rates in §4, and returns all data and artifacts in a documented, usable format. "Available on request" is not a format.
GC-15	Surviving obligations	Confidentiality, business associate terms, data return and record retention survive termination.
GC-16	Independence	Supplier confirms no engagement with Cumberland Valley Health Plan, Cheatham Mutual Holdings, or any party adverse to the transaction, and will disclose any such engagement arising during the term.

17. Execution

This statement of work is not effective until executed by an authorized signatory of both parties and endorsed by ACME Legal. ⚠ Work performed before execution is performed at Supplier's risk and is not payable.

For ACME Health

D. Ashmore

EVP & Chief Financial Officer · Executive Sponsor

Date: _______________

For Harpeth Clean Team Services

E. Sandlin

Managing Partner · authorized signatory

Date: _______________

Procurement approval

H. Castellow

VP Procurement, ACME Health

Date: _______________

Legal review and endorsement

L. Hollingsworth

General Counsel, ACME Health

Date: _______________

Four signatures rather than two, and each one is a different check. The business owner confirms the work is wanted and funded; the supplier's officer binds their firm; Procurement confirms the commercial terms match the framework agreement; Legal confirms the clauses that only matter later — data handling, liability, termination and the §5 obligations — are actually present. ⚠ The signature most often skipped under schedule pressure is the legal one, and it is the only one that reads the parts of the document nobody expects to need.