Draft · the service agreement
Denied-Claim Recovery Services Agreement
Draft v1.4 · 2 October 2026 · for counsel review before first execution
This is the current draft, published in full so your attorney can read it before anything is signed.
Healthcare counsel review is engaged before the first practice signs; the reviewing firm will be named here once engaged. The draft follows the website on termination (after the first sweep, either party may end it at any time, no notice period, no fee). Its two rates are the two published on the site; the practice's own staff submit each released packet through their own system, and the same rates apply. Bracketed fields are filled in per practice. Where this draft and the executed documents differ, the executed documents control.
This Denied-Claim Recovery Services Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] by and between [PRACTICE LEGAL NAME], a [STATE] [entity type] ("Client" or "Practice"), and Revalis Solutions LLC, a Wyoming limited liability company ("Revalis" or "Contractor"). The Business Associate Agreement between the Parties ("BAA"), attached as Exhibit A and executed concurrently, governs all Protected Health Information and controls over this Agreement as to PHI.
1. ENGAGEMENT
Client engages Revalis as an independent contractor and billing agent solely to perform the Services described in Section 2. Revalis is a HIPAA business associate of Client. All payer relationships, provider enrollments, and payer payments remain Client's at all times.
2. SERVICES
2.1. Backlog Recovery Sweep (one-time). Analysis of Client's denied and written-off claims that remain within applicable payer appeal or resubmission deadlines as of the Effective Date, and preparation and submission of appeals and corrected claims for Eligible Claims among them. The sweep is filed in batches and is expected to run approximately six to eight weeks from Revalis's receipt of Client's first complete data exports.
2.2. Ongoing Recovery Service (monthly). The same service applied to claims that become Eligible Claims after the Effective Date, swept monthly.
2.3. Included remedies. First- and second-level written or electronic appeals and corrected-claim resubmissions, via payer portals, sanctioned electronic channels, fax, or mail, submitted as provided in Section 2.6.
2.4. Monthly Success Statement. An itemized statement listing every claim worked in the period, its status, amounts recovered per remittance, and the fee attributable to each line.
2.5. Exclusions. Revalis will not: conduct telephone appeals, peer-to-peer reviews, or verbal payer negotiations; contact, bill, or collect from patients; work any claim Client's billing staff or billing vendor is actively working; perform coding of new claims, charge capture, or fee-schedule or payer-contract negotiation; or file litigation, external reviews, or regulatory complaints. Medicaid and Medicaid managed-care claims are excluded from the Services entirely under this Agreement. Medicare, Medicare Advantage, and other government-program claims are outside the Backlog Recovery Sweep and enter scope only by written agreement of both Parties, subject to the human review in Section 8.2.
2.6. Submission mechanics. Revalis prepares each appeal or corrected claim as a complete packet with written handoff instructions. Client's staff submit each released packet through Client's own payer portals, clearinghouse, or billing system, under Client's own credentials; Revalis holds no credentials to Client's systems. A packet so prepared by Revalis and submitted by Client under this Section is a "Submission" for all purposes of this Agreement, including Sections 3.3, 4, 6, and 10.4. Only by separate written election of both Parties may Revalis submit directly on Client's behalf, and then only within the limits of Section 9.
3. ELIGIBLE CLAIMS
3.1. A claim is an "Eligible Claim" when each of the following is true: (a) it has been denied in whole or in part; (b) Client's practice-management records (per the exports provided) show no billing activity for ninety (90) or more consecutive days following the denial, or such other inactivity period as Client specifies in writing at onboarding; (c) Client has not excluded the claim or its payer under Section 3.2; and (d) the applicable payer deadline for appeal or resubmission has not passed.
3.2. Client's veto. Before working any claims, Revalis will deliver a candidate list identifying each claim it proposes to work. Client may strike any claim, and may exclude any claim or payer from scope at any time, for any reason or none, including after submission; on removal of a submitted claim, Revalis will cease work on it and, where the payer's process allows, withdraw the pending submission. Revalis works only what survives Client's review.
3.3. Once a Submission is made on an Eligible Claim, that claim remains in Revalis's scope through resolution unless Client removes it under Section 3.2. Revalis will maintain and share a current list of in-flight claims, and Client agrees its staff will not submit duplicate appeals or otherwise rework claims on that list while it remains in scope (duplicate submissions harm both Parties with the payer).
3.4. Client's release. Revalis will present, not more often than weekly, a release sheet listing every appeal and corrected claim it proposes for Submission, with one line stating the argument for each and, for clinical appeals, the record it rests on. No Submission is made until Client has marked that item released; items not released are held, and Revalis will not release a held packet for Submission. A released packet not submitted by Client before its payer deadline is marked lapsed on the Success Statement, and no fee is owed on it. Clinician attestation under Section 7.4 is given on the same sheet.
4. FEES
4.1. Payment flow. All payer payments flow directly to Client through its existing remittance arrangements. Revalis is never a payee and never receives, holds, endorses, or directs payer funds. Revalis invoices monthly, in arrears, from the Success Statement, only for claims on which a Submission was made and the payer subsequently paid. Invoices are payable net thirty (30) days from Client's general funds.
4.2. Rates.
- Backlog Recovery Sweep: thirty-five percent (35%) of Recovered Amounts on claims within the sweep.
- Ongoing Recovery Service: thirty percent (30%) of Recovered Amounts on claims that become Eligible after the Effective Date.
- The line between sweep and ongoing is the Effective Date, fixed by this Agreement; no claim is reclassified between categories.
- Government programs. Any Medicare, Medicare Advantage, or other government-program claim that enters scope under Section 2.5 is worked for a flat fee per claim, stated in the written agreement that admits it, and never on a percentage of Recovered Amounts.
4.3. "Recovered Amount" means 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 no Recovered Amount results, no fee is owed. There are no setup fees, subscriptions, minimums, or other charges of any kind.
4.4. Fair market value. The Parties acknowledge the rates above are consistent with industry-standard contingency ranges for denial-recovery services. Revalis will prepare a fair-market-value memorandum before issuing its first invoice under this Agreement, maintain it on file, and provide it to Client on request.
5. RECOUPMENT AND OVERPAYMENT
5.1. If a payer recoups, reverses, or offsets any Recovered Amount on which Revalis was paid, Revalis will credit or refund its entire fee attributable to the recouped amount within thirty (30) days of receiving documentation, for recoupments occurring within twenty-four (24) months of the recovery.
5.2. If any Recovered Amount is determined to be an overpayment under applicable law, both Parties will cooperate in the refund process and Revalis will refund its fee on that amount regardless of when the determination occurs.
6. ATTRIBUTION AND DISPUTES
6.1. Revalis invoices only claims on which a Submission was made, matched to payer remittance by claim identifier, date, and amount.
6.2. Client may dispute any Success Statement line within thirty (30) days of the statement. Revalis's audit trail (submission receipts, payer confirmations, timestamps) is the shared evidence base. Disputed lines are suspended from invoicing pending resolution. If Client's records show that action by Client's own staff predating the Submission caused the payment, the line is withdrawn.
7. CLIENT RESPONSIBILITIES
Client's obligations under this Agreement are limited to the following:
7.1. Execute this Agreement and the BAA; submit released packets through Client's own systems under Section 2.6 within five (5) business days of release, or sooner where a payer deadline requires. Portal or clearinghouse access is granted only under a written election for direct submission under Section 2.6.
7.2. Provide monthly practice-management exports (denial/accounts-receivable report and remittance copies) in the format agreed at onboarding, via the secure upload page Revalis provides.
7.3. Provide requested supporting documentation for claims Revalis has flagged within ten (10) business days of request. Revalis requests documentation only for specific flagged claims, never full-chart exports. Claims whose documentation does not arrive in time to meet payer deadlines may be closed as unworkable.
7.4. Clinician attestation. For any appeal asserting clinical facts or medical necessity, a treating clinician (or Client-designated clinical reviewer) will review and electronically sign the appeal. Revalis presents these in a consolidated batch not more than weekly; signatures are requested within three (3) business days of presentation. Unattested clinical appeals are not submitted.
7.5. Forward payer correspondence concerning claims on which a Submission was made within five (5) business days of receipt.
7.6. Records warranty. Client warrants that all records provided are its true, unaltered records.
8. REVALIS RESPONSIBILITIES AND CONTROLS
8.1. Every factual or clinical assertion in any appeal is derived solely from Client's records and the payer's own published policies, and is traceable to its source. Revalis never supplements, infers beyond, or alters clinical content.
8.2. A qualified person reviews every packet against the chart and payer policy before submission. This review is not conditional on volume or period; clinical-assertion appeals additionally require attestation under Section 7.4.
8.3. Duty to decline. Where the record does not support an appeal, Revalis declines to file it and reports the claim as unworkable.
8.4. Revalis maintains a complete audit trail per claim (inputs, generated content, review, submission, outcome), available to Client on request and retained per Section 11.
8.5. Revalis will notify Client in writing of any payer audit inquiry, special-investigation-unit contact, or unusual payer response pattern touching claims on which a Submission was made.
8.6. Revalis maintains the insurance described in Section 12 and business associate agreements with each subcontractor that handles PHI.
8.7. Revalis certifies that neither it nor its principals appear on the OIG or SAM exclusion lists, and will notify Client immediately if that changes.
9. AUTHORITY AND LIMITS
Revalis acts as Client's billing agent for the limited purpose of preparing appeals and corrected claims. Direct submission by Revalis, including any registration as a billing-service organization under Client's TIN with clearinghouses or payer portals, occurs only under a written election under Section 2.6; under such an election Revalis will keep a written register of every registration made, will not modify any payer enrollment, remittance address, electronic-funds-transfer instruction, or registration datum, and will deregister within ten (10) days of termination. Revalis has no authority to: receive or direct payments; adjust patient balances; bind Client to payer contracts or settlements; represent Client in litigation or regulatory matters; or communicate with patients. Each Party will identify the other accurately in payer-facing materials; submissions identify the billing-agent relationship where payer forms call for it.
10. TERM AND TERMINATION
10.1. Term. This Agreement runs from the Effective Date through completion of the Backlog Recovery Sweep, and thereafter continues until terminated under this Section.
10.2. Termination at will. After completion of the Backlog Recovery Sweep, either Party may terminate this Agreement at any time by written notice, effective on delivery. No notice period, no termination fee.
10.3. Termination for cause. Either Party may terminate for material breach not cured within fifteen (15) days of written notice. Client may suspend scope immediately, in whole or part, for any suspected compliance issue.
10.4. Wind-down. On termination, claims on which a Submission has been made run to resolution and are invoiced per Section 4, or, at Client's election, Revalis hands off every prepared-but-unreleased packet and ceases work, with fees due only on claims with a Submission that the payer subsequently pays. No new claims enter scope after notice of termination.
11. DATA RETURN, DESTRUCTION, AND RETENTION
On termination, Revalis returns or destroys Client PHI per the BAA and confirms which in writing — except that submitted appeal packets, audit trails, and submission records are retained for seven (7) years after termination for legal and compliance purposes, remain under BAA protections throughout, and are then destroyed.
12. INSURANCE, INDEMNITY, AND LIABILITY
12.1. Revalis maintains professional (errors and omissions) liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, and cyber liability insurance with limits of not less than $250,000, each covering its handling of PHI; certificates of insurance are provided with the executed BAA and available on request thereafter.
12.2. Revalis indemnifies Client against third-party claims arising from Revalis's breach of this Agreement or the BAA, or from content Revalis generated in violation of Section 8. Client indemnifies Revalis against third-party claims arising from inaccurate or altered records provided to Revalis or from services billed that were not rendered.
12.3. Except for BAA and confidentiality breaches, indemnity obligations, and willful misconduct, each Party's aggregate liability under this Agreement is capped at the fees paid or payable to Revalis in the twelve (12) months preceding the claim. Neither Party is liable for consequential, incidental, or punitive damages, subject to the same carve-outs.
13. COMPLIANCE
13.1. The Parties will perform this Agreement in compliance with applicable law, including HIPAA (per the BAA) and federal and state program-integrity requirements. Fees under this Agreement are solely for recovery services rendered and do not relate to referral of patients or federal health care program business.
13.2. Quality-measurement data. Revalis may use claim-outcome information (payer, denial code, argument structure, result) de-identified by the safe-harbor method at 45 CFR 164.514(b)(2), solely for internal quality measurement of the Services performed for Client. Revalis retains no re-identification code, does not attempt re-identification, maintains no cross-client benchmarks from Client data, and never sells de-identified data. Neither PHI nor de-identified data is used to train artificial-intelligence models, per the BAA.
14. GENERAL
Governing law: the State of [PRACTICE STATE]. Independent contractors; nothing creates a partnership, joint venture, or employment relationship. Client is not required to grant Revalis exclusivity, except that claims on Revalis's in-flight list under Section 3.3 remain exclusively Revalis's through resolution unless Client removes them under Section 3.2. Neither Party may assign this Agreement without the other's written consent, except Revalis may assign to a successor in a sale of its business, on written notice to Client, in which case Client may terminate immediately under Section 10.2 regardless of sweep status. Disputes: good-faith negotiation, then mediation, then binding arbitration in [VENUE — counsel to advise]. Neither Party will name the other in public materials without written consent. This Agreement plus the BAA is the entire agreement and may be amended only in a writing signed by both Parties. If any provision is unenforceable, the remainder stands.
SIGNATURES
CLIENT — [PRACTICE LEGAL NAME] — Signature: ____________ Name: ____________ Title: ____________ Date: ______
REVALIS SOLUTIONS LLC — Signature: ____________ Name: Brendan Gamache Title: Manager Date: ______
Exhibit A: Business Associate Agreement (executed concurrently)