SOW-06 EMPI Platform - License, Implementation and Support

The enterprise master patient index platform on which member identity resolution is performed. This is the only instrument on the program where a supplier's product decisions can invalidate work ACME has already accepted, which is why every warranty, support and version obligation in Vendor Management Plan §5 applies without exception.

1. Parties, Instrument and Term

Attribute	Provision
Client	ACME Health
Supplier	Madison Data Systems
Instrument	SOW-06, issued under the Master Services Agreement
Vendor register reference	VN-06 in the Vendor Management Plan
Vehicle	Perpetual license + implementation services + annual support
ACME owner	Dr. A. Ravindran, Director, Enterprise Data Management
Effective	August 28, 2023 — ⚠ subject to execution under §7
Term	License perpetual. Implementation to acceptance. Support renewing annually.
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	Platform license	Enterprise license for the identity resolution platform covering the combined member population, with no per-record or per-match metering.
SC-02	Implementation services	Installation into ACME's Azure landing zone, configuration to ACME's data model, and integration with the enrollment and claims sources.
SC-03	Match rule configuration	Deterministic and probabilistic rule sets configured and tuned against ACME's member population, including blocking keys, comparison functions and thresholds.
SC-04	Survivorship configuration	Attribute-level survivorship rules. ⚠ Coverage history is a union, never an overwrite.
SC-05	Steward workbench	Clerical review interface, queue management, and audit logging of every steward decision.
SC-06	Knowledge transfer	Named ACME receivers trained to configure rules unaided, accepted by reverse shadowing.
SC-07	Annual support	Per §5. Renews annually; ⚠ first renewal price capped in the Master Services Agreement so support cannot be repriced once the platform is load-bearing.

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	Platform installed in the landing zone	Deployed, policy-compliant, passes the landing zone acceptance conditions
DL-02	Configured match rule set	⚠ Accepted against a labelled test set, not against Supplier's demonstration data
DL-03	Survivorship specification	Attribute-by-attribute, with the source of truth stated for each
DL-04	Steward workbench in production	Queue operational, audit trail verified as immutable
DL-05	Knowledge transfer accepted	ACME configures a rule change unaided; Supplier observes only
DL-06	As-built documentation	Configuration, integration points, and recovery procedure

4. Service Levels

Level	Response	Resolution	Definition
Severity 1	1 hour	Continuous effort	Member harm or regulatory breach
Severity 2	4 hours	2 business days	Financial or regulatory consequence
Severity 3	1 business day	10 business days	Operational, workaround exists
Severity 4	3 business days	Next release	Cosmetic or internal

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-01	Warranty period	Supplier warrants the delivered software will perform materially in accordance with its documentation for twelve months from ACCEPTANCE. ⚠ Acceptance, not delivery — a warranty running from delivery can expire before the product is in production use.
SW-02	Defect remediation service levels	Response and resolution by severity, using ACME's severity definitions from the Quality Plan, not Supplier's. Severity 1 — a defect harming a member or breaching a regulatory obligation — carries a 1 hour response and continuous effort to resolution.
SW-03	Support staffing and coverage	Named support contacts with a defined escalation path. ⚠ Coverage extends to cutover weekends and hypercare periods on the program calendar, not Supplier's standard business hours. Coverage windows are listed by date in an annex updated at each wave.
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.
SW-07	Source escrow and continuity	Source code and build instructions held in escrow, released on Supplier insolvency or sustained failure to support.
SW-08	Environment coverage	⚠ Support covers non-production environments. A test environment nobody will fix stops testing, which stops the program.

SW-05 is the clause this instrument is written around. The match rules are built over months against this specific member population, and they are what identity resolution actually consists of. A Supplier version change that alters how a comparison function behaves does not merely require retesting — it can change which member records match. Ninety days' notice and Supplier-borne remediation is the difference between a managed upgrade and an unplanned re-tuning of the program's largest work package.

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 Madison Data Systems. 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	⚠ All match rules, survivorship configuration, blocking keys, thresholds and derived tuning are the property of ACME Health, are exportable in a documented format at any time, and may be used with a successor platform without further license. Supplier retains its platform intellectual property.
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 Madison Data Systems

A. Thornbury

Senior Vice President, Contracts · 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.