The arrangement, in your terms.

Fee structure.

Backlog sweep: 35% of Recovered Amounts on claims denied and written off before the effective date that remain inside their payer appeal or resubmission deadlines. Ongoing service: 30% on claims that become eligible after the effective date. The same two rates apply whoever presses send; there is no separate rate for packets the practice submits itself, because that is every packet (§2.6). The line between sweep and ongoing is the effective date, fixed in the agreement; no claim is reclassified.

“Recovered Amount” is the amount the payer actually paid on the appealed or resubmitted claim as shown on the remittance, not billed charges, and excludes any amount shifted to patient responsibility. If nothing is recovered, no fee is owed. There are no setup fees, subscriptions, minimums, or other charges. Second-level appeals are included at the same rates. Agreement §4.2–4.3.

Takebacks: if a payer recoups, reverses, or offsets a Recovered Amount on which Revalis was paid, Revalis credits or refunds its entire fee on that amount within 30 days of documentation, for recoupments within 24 months of the recovery. If a recovery is determined to be an overpayment under applicable law, the fee is refunded regardless of timing. Agreement §5.

Pending: a flat-fee alternative (open items, below).

Money direction.

All payer payments flow to the practice through its existing remittance arrangements. Revalis is never a payee and never receives, holds, endorses, or directs payer funds; there is no lockbox and no trust account. Revalis invoices monthly, in arrears, from an itemized statement listing every claim worked, its status, the amount recovered per remittance, and the fee attributable to each line, and only for claims on which a submission was made and the payer subsequently paid. Invoices are payable net 30 from the practice's general funds. Agreement §2.4, §4.1; BAA §7.3.

The practice may dispute any statement line within 30 days. Revalis's audit trail (submission receipts, payer confirmations, timestamps) is the shared evidence base; disputed lines are suspended from invoicing pending resolution, and a line is withdrawn where the practice's records show its own staff's action predating Revalis's submission caused the payment. Agreement §6.

The percentage-fee question, stated.

Two bodies of law bear on a billing company paid a percentage of collections. First, state law: some states restrict or prohibit percentage-based compensation between physician practices and billing companies. As a preliminary screen, not counsel's opinion, Revalis does not currently serve practices in New York, North Carolina, Florida, or Tennessee; a practice's own state is reviewed with counsel before its agreement is signed, and where a state restricts the percentage form, the agreement for that state carries a flat fee instead, set with counsel (open items, below). Second, the Office of Inspector General's Compliance Program Guidance for Third-Party Medical Billing Companies, 63 Fed. Reg. 70138 (Dec. 18, 1998), which records the OIG's “longstanding concern that percentage billing arrangements may increase the risk of upcoding and similar abusive billing practices.”

The controls aimed at that concern, each of which is a contractual duty:

• —Every appeal argues from the payer's own published policy and the claim as the practice billed it. Revalis does not code new claims, perform charge capture, or negotiate fee schedules or payer contracts. Agreement §8.1, §2.5.
• —Every factual or clinical assertion is derived solely from the practice's records and traceable to its source; content is never supplemented, inferred beyond, or altered. Agreement §8.1.
• —Duty to decline: where the record does not support an appeal, it is not filed, and the claim is reported as unworkable with the reason. Agreement §8.3.
• —A person reviews every packet against the chart and the payer policy before submission, without condition on volume or period. Agreement §8.2.
• —The practice releases every packet on the weekly sheet; a treating clinician attests any appeal asserting clinical facts or medical necessity. Unattested clinical appeals are not submitted. Agreement §3.4, §7.4.
• —Contractual reductions are not appealed. Medicaid and Medicaid managed-care claims are excluded entirely; Medicare and other government programs are outside the first sweep, enter scope only by written agreement, and are then worked for a flat fee per claim, never a percentage. Agreement §2.5, §4.2.
• —Fees are solely for recovery services rendered and relate to no referral of patients or federal program business; Revalis certifies it and its principals are not on the OIG or SAM exclusion lists. Agreement §8.7, §13.1.
• —A complete audit trail per claim (inputs, generated content, review, submission, outcome), available to the practice on request, and written notice to the practice of any payer audit inquiry or special-investigation-unit contact. Agreement §8.4–8.5.

A fair-market-value memorandum will be prepared before the first invoice (agreement §4.4; open items, below).

Who signs, and under whose name.

The practice is the sender in fact as well as in name. Revalis prepares each appeal or corrected claim as a complete packet with written handoff instructions; the practice's own staff submit each released packet through the practice's own portals, clearinghouse, or billing system, under the practice's own credentials, within five business days of release. Revalis holds no credentials to the practice's systems. Direct submission by Revalis, including any registration under the practice's TIN, happens only by a separate written election of both parties, and then under a register of every registration made, a covenant never to modify any enrollment, remittance address, or electronic-funds-transfer instruction, and deregistration within ten days of termination. Revalis has no authority to receive or direct payments, adjust patient balances, bind the practice to payer contracts or settlements, represent the practice in litigation or regulatory matters, or communicate with patients. Agreement §2.6, §7.1, §9.

Nothing files until the practice releases it: a candidate list before any work (§3.2), and a release sheet, not more often than weekly, listing every appeal and corrected claim proposed for submission with one line of argument each; items not marked released are held and never submitted (§3.4). The practice may remove any claim from scope at any time, including after submission, and Revalis withdraws the pending submission where the payer's process allows (§3.2). A treating clinician (or the practice's designated clinical reviewer) reviews and electronically signs any appeal asserting clinical facts or medical necessity, on the same sheet, within three business days (§7.4).

The practice's time to send is on its own weekly sheet: it sets how many packets land in a week. A released packet not sent before its payer deadline is marked lapsed on the statement, and no fee is owed on it (§3.4).

The agreement and the BAA, in full.

Denied-Claim Recovery Services Agreement (draft v1.4, 2 October 2026) and Business Associate Agreement (draft v1.3, 2 October 2026, adapted from the HHS model provisions at 45 CFR 164.504(e)). Both are published as the current drafts, with bracketed fields filled in per practice. The BAA is signed before any data moves, including before the free snapshot, and imposes no fees and no obligation to proceed. The service agreement is signed only after the snapshot, and only after counsel review.

Counsel review: healthcare counsel is engaged when the first practice reaches the snapshot stage, to review both documents and answer six scoped questions (fee structure under the practice's state law, the Medicaid exclusion, allocation of risk for model-drafted appeals submitted under the practice's NPI, the staged-handoff fee category, termination and wind-down, and the retention period). The reviewing firm will be named here once engaged.

Term: through completion of the first sweep, then at will. After the sweep, either party may terminate at any time by written notice, effective on delivery, with no notice period and no fee; either party may terminate for uncured material breach on 15 days' notice, and the practice may suspend scope immediately for any suspected compliance issue. On termination, claims already submitted run to resolution and are invoiced, or at the practice's election are handed off as complete packets with fees due only on claims where a submission was made and the payer later pays; prepared-but-unreleased packets are handed over. Governing law: the practice's state. Disputes: negotiation, then mediation, then binding arbitration; venue pending counsel. Revalis may assign the agreement to a successor in a sale of its business, on notice, and the practice may then terminate immediately regardless of sweep status. Agreement §10, §14.

If no service agreement is signed within 90 days of the BAA, everything from the snapshot, analyses and audit trails included, is destroyed within 30 days and the destruction certified in writing. BAA §9.3.

Insurance, indemnity, and the liability cap.

Professional liability (errors and omissions) of $1,000,000 per occurrence and $2,000,000 aggregate, and cyber liability of $250,000 covering client-data breach response, regulatory action defense, and HIPAA violations, quoted with biBERK, a Berkshire Hathaway company, for the class “medical billing services.” The carrier has agreed to delete its AI exclusions on both coverages by endorsement; that deletion is confirmed in writing at binding, not before. Coverage is bound before any practice data moves; the certificate of insurance and the endorsements are delivered with the signed BAA, and certificates are available on request thereafter; the covenant runs through the retention period. General liability is added if a practice's vendor requirements call for it. BAA §3.3; agreement §12.1.

Indemnity is mutual: Revalis indemnifies the practice against third-party claims arising from Revalis's breach of the agreement or the BAA, or from content Revalis generated in violation of its derivation-from-records duty; the practice indemnifies Revalis against claims arising from inaccurate or altered records or services billed that were not rendered. Each party's aggregate liability is capped at the fees paid or payable in the preceding twelve months, except for BAA and confidentiality breaches, indemnity obligations, and willful misconduct. No consequential, incidental, or punitive damages, subject to the same carve-outs. Agreement §12.2–12.3.

Data.

The security page states the safeguards in plain English. In the BAA's terms: PHI is used only to perform the services (§2.1); it is never sold, used for marketing, or used to train, fine-tune, improve, or evaluate any machine-learning model, Revalis's own or a third party's, with no exception elsewhere in the agreement (§2.4). Claim-outcome information de-identified by the safe-harbor method may be used only for internal quality measurement of the services performed for the practice: no re-identification code, no cross-practice benchmarks, never sold, never used to train a model (agreement §13.2; BAA §2.6). Requests are limited to the minimum necessary: the denial, accounts-receivable, and remittance exports needed to identify eligible claims, and clinical documentation only for specific flagged claims, never full-chart exports and never chart records for patients whose claims are not being worked (§2.5); subcontractor obligations flow down in writing and the subcontractor list is provided on request (§4); breaches of unsecured PHI are reported without unreasonable delay and in no case later than ten business days after discovery (§5.2). Practice data is stored and processed in Revalis's own AWS account, in US regions, under AWS's business associate agreement.

Retention: on termination, PHI is returned or destroyed and the practice told which in writing, except that submitted appeal packets, audit trails, and submission records are retained for seven years after termination for legal and compliance purposes, remain under BAA protections throughout, and are then destroyed. The seven-year period is confirmed with counsel for the practice's state (open items, below). Agreement §11; BAA §9.3.

Behavioral health: where a state's mental-health confidentiality law is stricter than HIPAA, the agreement names it on request and the stricter rule is honored (open items, below).

Pending: placeholders before any model reads a record (open items, below).

The practice's obligations.

Limited to six: sign the agreement and the BAA, and send each released packet through the practice's own system within five business days (§7.1); provide monthly practice-management exports, the denial or accounts-receivable report and remittance copies, through the private upload page (§7.2); provide supporting documentation for flagged claims within ten business days of request, failing which a claim whose deadline cannot be met is closed as unworkable (§7.3); clinician attestation on clinical appeals within three business days (§7.4); forward payer correspondence about Revalis-submitted claims within five business days (§7.5); and warrant that the records provided are the practice's true, unaltered records (§7.6). The practice's indemnity in §12.2 rests on that warranty.

Scope.

• —Commercial payers. Medicaid and Medicaid managed-care claims are excluded from the services entirely. Medicare and other government programs are outside the first sweep, enter scope only by written agreement, and are then worked for a flat fee per claim, never a percentage. Workers' compensation is not worked. Agreement §2.5, §4.2.
• —Eligible claims: denied in whole or in part; no billing activity for 90 consecutive days after the denial, or the inactivity period the practice specifies at onboarding; not excluded by the practice; and inside the payer's appeal or resubmission deadline. Agreement §3.1.
• —Included: first- and second-level written or electronic appeals and corrected-claim resubmissions, via payer portals, sanctioned electronic channels, fax, or mail, prepared by Revalis and sent by the practice's own staff. Agreement §2.3, §2.6.
• —Excluded: telephone appeals, peer-to-peer reviews, verbal payer negotiation; any contact with, billing of, or collection from patients; any claim the practice's staff or billing vendor is actively working; litigation, external review, regulatory complaints. Agreement §2.5.
• —Claims in flight at exit run to resolution and are invoiced, or are handed off as complete packets at the practice's election. No new claims enter scope after notice. Agreement §10.4.
• —Once Revalis submits on a claim, that claim stays in scope through resolution unless the practice removes it, and the practice's staff do not rework it while it is in scope; that is the only exclusivity the agreement asks for. Agreement §3.3, §14.
• —Not served: practices in New York, North Carolina, Florida, or Tennessee. Revalis policy pending counsel, not a contract term.

Pending: the bounded pilot (open items, below).