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. Scope of Services

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.

3. Deliverables and Acceptance

⚠ Acceptance criteria are stated here, before work begins. A deliverable is accepted when the 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

4. Service Levels

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

5. 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.

6. 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.

7. 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.