SOW-07 Cloud Platform Services - Enterprise Agreement Order

Infrastructure and managed database services for the migrated estate. ⚠ This is an order under a pre-existing enterprise agreement rather than a negotiated program instrument, which changes what can be specified: the platform terms are standard and not open to amendment, so this document records which of them the program is relying on and where a gap has to be covered elsewhere.

1. Parties, Instrument and Term

Attribute	Provision
Client	ACME Health
Supplier	Microsoft Azure
Instrument	SOW-07, issued under the Master Services Agreement
Vendor register reference	VN-07 in the Vendor Management Plan
Vehicle	Consumption, ordered under ACME's existing enterprise agreement
ACME owner	B. Trammell, VP Infrastructure
Effective	August 28, 2023 — ⚠ subject to execution under §7
Term	Coterminous with the enterprise agreement; program workloads from landing zone acceptance.
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	Compute and storage	Infrastructure services for the migrated estate across the landing zone subscriptions.
SC-02	Managed database services	Platform database services for workloads replatformed under the 6R analysis.
SC-03	Backup and geo-redundant storage	To the retention and recovery objectives in the Quality Plan.
SC-04	Business associate agreement	⚠ Executed and covering every region and service the program uses, including the paired region used for backup.
SC-05	Region restriction	⚠ United States regions only. Enforced by policy in the landing zone, not by administrative undertaking.
SC-06	Support plan	Enterprise support tier with a named account contact and defined escalation.

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	Subscriptions provisioned to the landing zone design	Management group placement and policy assignment verified
DL-02	Business associate agreement confirmed in scope	⚠ Checked against the actual service and region list, not the default
DL-03	Support plan active with named contact	Escalation path tested before the first migration wave
DL-04	Consumption reporting to the FinOps model	Tagged, attributable to a workstream, reconcilable to the budget

4. Service Levels

Level	Response	Resolution	Definition
Platform availability	Per service-level agreement	—	Service credits are the sole remedy
Severity A support	15 minutes	Continuous	Business-critical outage
Severity B support	2 hours	Business hours	Degraded, workaround exists
Severity C support	8 hours	Business hours	Advisory

5. Warranty, Support and Version Obligations

The obligations below are mandatory under Vendor Management Plan §5 and are not subject to negotiation on price. They govern the period after acceptance, which is where the cost of an incomplete statement of work is actually incurred.

Ref	Term	Provision
SW-04	Version updates and patches	Supplier states who applies updates, in what window, and who tests. Security patches run on a clock separate from feature releases. ACME approves the timing of any update to a production environment.
SW-05	Backward compatibility and interface stability	⚠ Minimum 90 days' notice before any change that alters a published interface, and remediation cost is borne by Supplier where the change is not required by law or security. This is the clause that decides whether ACME owns a system or a liability.
SW-06	End-of-life and end-of-support	Minimum 12 months' notice before a version leaves support, with a documented migration path to a supported version at no additional license cost.

⚠ Platform terms cover version, compatibility and end-of-life obligations, and they are not negotiable. That is acceptable here and it has a consequence worth stating: the program cannot contract for a longer deprecation notice than the platform offers, so the mitigation is architectural rather than contractual — the integration layer is built so a platform service can be replaced without redesigning what depends on it. SW-01, 02, 03 and 07 are carried by the enterprise support plan rather than by this order.

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 Microsoft Azure. 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	ACME retains all rights in its data, configuration and infrastructure-as-code. No rights in customer data are acquired by the platform provider.
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 Microsoft Azure

T. Hargrove

Vice President, Enterprise Agreements · 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.