Read the agreement below, complete the fields, check every attestation, and type your full legal name as your signature. Nothing is owed by either side, and no assignment is issued, before Trilatic countersigns and a certification agreement exists.
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*Version contingent_expertise_v2 — text hash published on signing.*
Parties. Ripplarity Inc, a Delaware corporation, doing business as Trilatic ("Company"), principal office 39327 Marbella Terraza, Fremont, CA 94538, and the individual identified in the signature block below ("Contractor"), holding one of the five seats described in Section 1.
Background. Company intends to apply to the U.S. Departments of HHS, Labor, and Treasury for certification as an Independent Dispute Resolution entity under 45 CFR 149.510 and, if certified, to issue payment determinations under the No Surprises Act. Certification is not assured. Contractor agrees to support the application now and, if certification is granted and disputes are assigned, to perform reviews later, on the terms below.
Seat: Physician Reviewer (contracted MD/DO), Certified Professional Coder (CPC/CCS), Legal Reviewer (JD), Managed Care Analyst, or Dispute Specialist -- the seat named on this Contractor's application.
1.1 Phase 1 -- application support (now). Within 10 business days of signing, Contractor provides: a current CV (up to 3 pages); copies of licenses, board certifications, and training certificates (e.g., AAA/AHLA arbitrator training, AAPC/AHIMA certification, bar standing); a signed conflict-of-interest attestation in Company's form (Section 4); and consent to be named in the application as contracted expertise under 149.510(e)(2). Contractor may be asked to review policy material for accuracy in Contractor's discipline. Total Phase 1 effort is expected to be under 4 hours.
1.2 Phase 2 -- assignments (only after certification). After Company signs a certification agreement and disputes are assigned to it, Company may offer Contractor individual assignments. Each assignment states the dispute ID, the task, the due date (inside the applicable determination and eligibility clocks), and the fee, as stated in the written assignment order for that assignment. Contractor may decline any assignment; once accepted, it must be completed on time or returned within 1 business day.
1.3 What Contractor does not do. Contractor does not issue a determination in Company's name without Company's countersignature process; does not communicate with parties except through Company's system; and does not represent, advise, or bill either party to any dispute.
2.1 No payment before first assignment. Company owes Contractor nothing for Phase 1, for signing, for availability, for training, or for time elapsed. No retainer, minimum, or stipend accrues at any time before Company (a) holds a certification agreement and (b) has issued and Contractor has accepted a written assignment. If Company is never certified, Contractor is owed nothing and each party bears its own costs.
2.2 Rates once assignments begin. As stated in the written assignment order for that assignment.
2.3 Invoicing. Monthly, itemized by dispute ID and task; net 30. Company pays only from its operating account, never from the fee escrow account holding parties' IDR fees.
2.4 Expenses. None reimbursed unless pre-approved in writing.
2.5 Taxes. Contractor is responsible for all taxes; Company issues Form 1099 as required.
Contractor is an independent contractor, not an employee, partner, or agent. Contractor sets own hours and methods within assignment deadlines and quality standards, may work for others subject to Section 4, and receives no benefits. Contractor has no authority to bind Company, sign for Company, make representations to CMS or any party on Company's behalf, or hold out as Company's officer.
4.1 Standard. Contractor must not have a material familial, financial, or professional relationship with any party to a dispute Contractor works on, or with that party's officer, director, or manager, and must not be an employee, agent, or affiliate of a group health plan, issuer, carrier, provider, facility, air-ambulance provider, or any of their trade associations. "Material financial relationship" includes any financial interest exceeding five percent of Contractor's total annual income.
4.2 One-year lookback. The standard in 4.1 applies to any such relationship that existed at any time during the twelve months before the assignment date, not only on that date.
4.3 Annual attestation. On signing and each anniversary, Contractor completes Company's written COI attestation listing: current and prior-12-month employers, clients, consulting and expert-witness engagements, ownership interests, board or advisory roles, and household-member relationships with any plan, issuer, TPA, provider group, facility, air-ambulance operator, trade association, or known IDR filer or law firm filing IDR disputes.
4.4 Per-dispute attestation. Before starting any assignment, Contractor runs Company's conflict screen against the named parties and their disclosed affiliates and signs the per-dispute attestation within 1 business day (Company must attest within 3 business days of selection). Any "yes" or "unsure" answer is disclosed to Company's compliance officer before work begins.
4.5 Recusal. Contractor must decline or withdraw from any assignment where a conflict or its reasonable appearance exists, and must report immediately any relationship arising during an assignment. Company may reassign at any time. Failure to disclose is material breach.
4.6 Post-engagement. For 12 months after any assignment, Contractor will not accept engagement from a party to that dispute concerning that dispute.
Contractor will use dispute materials, including individually identifiable health information and parties' commercial and payment data, only for the assignment; access them only through Company's system; not download, copy, or store them locally except as the system permits; and return or delete them on request. Contractor signs Company's business-associate-style confidentiality addendum. Contractor will not publish or speak publicly about any dispute. Obligations survive termination indefinitely for IIHI and for 5 years otherwise.
Written reviews, notes, and attestations are Company records, retained per Company's policy and CMS audit requirements; Contractor's name and credentials will appear in determinations as the regulation requires and may be disclosed to CMS on request. Contractor keeps licenses and certifications current and notifies Company within 3 business days of any complaint, discipline, or lapse.
Term: from the effective date until 24 months after signing or Company's certification decision, whichever is later, renewable in writing. Either party may terminate on 14 days' written notice; Company may terminate immediately for breach of Sections 4 or 5. Termination does not affect accepted assignments in progress unless Company reassigns them. If Company withdraws or is denied certification, this agreement ends automatically with no payment owed.
Insurance: Company carries E&O; Contractor maintains professional liability appropriate to the seat. Governing law: Delaware. Disputes between the parties: mediation then arbitration. Entire agreement; amendments in writing; no assignment by Contractor.
Typing your full legal name into the signature field and submitting this form constitutes your electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. ch. 96) and any applicable state law. This agreement takes effect only when Company countersigns. Nothing is owed by either party, and no assignment is issued, before a certification agreement exists and Company has countersigned.