SOW-08 Physical Data Transfer Appliance Service — ACME Health / Cumberland Valley

Physical transfer of the 340 TB historical claims archive to Azure using encrypted transfer appliances. ⚠ This instrument exists because the archive cannot cross the network inside the migration window — the arithmetic is in the Cloud Migration Wave Plan — and it works only because the archive is cold.

1. Parties, Instrument and Term

Attribute	Provision
Client	ACME Health
Supplier	Murfreesboro Secure Logistics
Instrument	SOW-08, issued under the Master Services Agreement
Vendor register reference	VN-08 in the Vendor Management Plan
Vehicle	Fixed price per appliance rotation
ACME owner	D. Fontenot, Senior Cloud Engineer
Effective	August 28, 2023 — ⚠ subject to execution under §7
Term	From execution through completion of archive transfer and certified destruction.
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	Appliance provision	5 encrypted appliances, rotated until the archive is transferred.
SC-02	Chain of custody	⚠ Documented custody from ACME data center to Azure ingest, with signature at every transfer of possession.
SC-03	Encryption	Data encrypted at rest on the appliance with keys held only by ACME. Supplier cannot read the data it transports.
SC-04	Transport and insurance	Insured transport at replacement value of the media plus notification cost in the event of loss.
SC-05	Ingest verification	Checksums verified on ingest; a failed appliance is re-run at Supplier cost.
SC-06	Certified destruction	⚠ Appliance media sanitized to standard after successful ingest, with a certificate of destruction per appliance.

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	Appliances delivered on the rotation schedule	Against the wave plan calendar
DL-02	Chain of custody records	Complete and signed for every rotation
DL-03	Ingest verification report	Checksums matched, record counts reconciled
DL-04	Certificates of destruction	⚠ One per appliance. The engagement is not complete without all of them.

4. Service Levels

Level	Response	Resolution	Definition
Appliance failure in transit	Replacement within 3 business days	—	At Supplier cost
Failed ingest	Re-run within 5 business days	—	At Supplier cost
Custody record	Same day	—	⚠ A gap in custody is a reportable incident
Destruction certificate	10 business days after ingest	—	Per appliance

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-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.

Hardware rather than software: warranty covers appliance failure during a rotation, and support covers the transfer window including weekends when an appliance is in transit or ingesting.

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 Murfreesboro Secure Logistics. 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	Not applicable. ⚠ Supplier acquires no rights of any kind in the transported data and is prohibited from retaining, copying or indexing it.
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 Murfreesboro Secure Logistics

C. Wexler

Director of Secure Logistics · 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.