SOW-04 Data Steward Staff Augmentation — ACME Health / Cumberland Valley

Qualified data stewards to work the clerical review queue produced by identity resolution. ⚠ This is a staff augmentation instrument: ACME directs the work and ACME owns the outcome. Supplier's obligation is to supply, replace and retain qualified people — not to deliver a result.

1. Parties, Instrument and Term

Attribute	Provision
Client	ACME Health
Supplier	Two Rivers Talent Partners
Instrument	SOW-04, issued under the Master Services Agreement
Vendor register reference	VN-04 in the Vendor Management Plan
Vehicle	Time and materials, staff augmentation
ACME owner	T. Vandiver, Data Steward Supervisor
Effective	August 28, 2023 — ⚠ subject to execution under §7
Term	From closing until the clerical review queue is cleared and accepted.
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	Qualified stewards	Individuals with healthcare data experience, background-checked and HIPAA-trained before access.
SC-02	Onshore performance	⚠ All work performed within the United States. No exceptions, no offshore overflow, no remote access from outside the country.
SC-03	Replacement obligation	A departing steward is replaced within 10 business days, with the replacement productive within a further 15.
SC-04	Supervision interface	Stewards work to ACME's standard operating procedures and report to ACME's Data Steward Supervisor for work assignment.
SC-05	Retention	Supplier is measured on retention and time-to-productive, ⚠ not on hours billed.

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	Stewards onboarded and access-provisioned	Background checks, HIPAA training and system access complete
DL-02	Monthly retention and productivity report	Headcount, departures, time-to-productive for each replacement
DL-03	Timesheets reconciled to ACME's queue records	⚠ Hours billed reconcile to decisions recorded in the workbench

4. Service Levels

Level	Response	Resolution	Definition
Replacement	10 business days	—	From notice of departure
Time to productive	15 business days	—	From start date
Retention	Above 80% at 6 months	—	⚠ Measured, and priced
Quality sampling	Weekly	—	ACME-run audit of steward decisions

5. Warranty, Support and Version Obligations

No §5 terms apply, and the absence is the point. This instrument buys people, not a product — there is nothing to warrant, patch or upgrade. What replaces them is the co-employment guardrail below, which exists because ACME directing the work is exactly what makes the vehicle useful and exactly what creates the exposure.

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 Two Rivers Talent Partners. 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	Work product, including every steward decision and its audit trail, is the property of ACME Health.
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 Two Rivers Talent Partners

R. Sowell

President · 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.