1.1 "Benefits Eligible (BE)" means any employee who qualifies for benefits coverage under Client's plan and to whom a dV ID has been issued. The BE population is the billable census and the basis for all recurring monthly fees.
1.2 "Non-Benefit Eligible (NBE)" means any employee included in the Census File who does not qualify for benefits coverage under Client's plan. NBE employees are carried on record for census integrity and workforce tracking purposes. No dV ID is issued to NBE employees and no fees apply to the NBE population.
1.3 "docVERIFY ID (dV ID)" means a unique identifier issued by docVERIFY to a Benefits Eligible employee at the time of their first qualifying eligibility event. The dV ID is the unit of billing for all recurring per-employee fees and is deactivated upon the employee's departure from Benefits Eligible status.
1.4 "Census File" means the monthly data submission provided by Client identifying all employees in two distinct categories: Benefits Eligible (BE) and Non-Benefit Eligible (NBE). The sum of BE and NBE equals the total employee population. Census Files must be submitted by the last business day of each calendar month.
1.5 "Census Change Event" means any addition to or removal from the Benefits Eligible population or dependent coverage during a billing period, including:
1.6 "Administrative Dashboard" means the administration, quality control, and cloud storage infrastructure maintained by docVERIFY to manage client records, reviewer workflows, and audit logging.
1.7 "Technology Systems" means the suite of software platforms used by docVERIFY to operate the service, including Quickbase (case management and workflow automation), Parsio (document parsing and data extraction), Adobe Suite (document handling), and Microsoft Office (reporting and documentation).
1.8 "Flat Audit Fee" means the fixed monthly fee for the Administrative Dashboard and Technology Systems, which does not vary with census size or activity volume.
1.9 "SLA" means the service level commitments set forth in Section 5 of this Agreement.
During the term of this Agreement, docVERIFY agrees to provide the following services:
3.1 Flat Audit Fee. Client shall pay a fixed monthly Flat Audit Fee of —, comprising two components:
The Flat Audit Fee is fixed and does not increase or decrease based on census size, document volume, or activity level. Changes to Technology Systems components require 30 days' written notice to Client.
3.2 Per dV ID Fee. Client shall pay a monthly fee of — per active dV ID as of the first business day of each billing period. Based on the current census of — Benefits Eligible lives, the base monthly dV ID fee is —.
3.3 Census Change Adjustments. Monthly billing adjustments for Census Change Events are calculated based on the Per dV ID Fee as follows:
| Event type | Direction | dV ID action | Billing multiplier | Rationale |
|---|---|---|---|---|
| New hire (NH) | Addition | Issued | × 0.75 | New employee entering BE status |
| JSC: NBE → BE | Addition | Issued | × 0.75 | Job status change into eligibility — first billable event for that employee |
| QLE — life event | Addition | No change | × 0.75 | All qualifying life events — document processing regardless of coverage direction; dV ID unaffected |
| AOD — aging out | Removal | No change | × 0.50 | Notifications and coverage transition services; dV ID remains active after dependent removed from coverage |
| JSC: BE → NBE | Removal | Deactivated | $0.00 | Administrative status change — member moved to NBE population; no billing |
| Termination (TRM) | Removal | Deactivated | $0.00 | Administrative removal — dV ID deactivated, member removed from census and NBE population entirely |
| Retirement (RET) | Removal | Deactivated | $0.00 | Administrative removal — dV ID deactivated, member removed from census and NBE population entirely |
All Additions events are billed at × 0.75 the Per dV ID Fee. All Removal events (JSC: BE→NBE, Termination, Retirement) are administrative status changes processed at $0.00 — no credit is issued. Upon any removal, the dV ID is deactivated and the member is fully removed from the census and NBE population. The updated Benefits Eligible count following each month's changes becomes the base population for the subsequent billing period.
3.4 NBE Population. Employees classified as Non-Benefit Eligible (NBE) in the Census File are carried in the docVERIFY system at no charge. No dV ID is issued to an NBE employee and no fee is assessed with respect to the NBE population. When an NBE employee experiences a qualifying Job Status Change (JSC: NBE → BE), a dV ID is issued and that employee is moved to the Benefits Eligible population. This first eligibility event is charged at × 0.75 the Per dV ID Fee. Conversely, when a Benefits Eligible employee experiences a Job Status Change that removes their eligibility (JSC: BE → NBE), their dV ID is deactivated at $0.00 — this is an administrative status change with no billing impact — and the employee is returned to NBE status on record at no charge.
3.5 Aging Out Dependent (AOD) Events. When a dependent approaches an age-based eligibility limit, docVERIFY delivers advance notifications and coverage transition guidance to the member and affected dependent. These events are charged — not credited — at × 0.50 the Per dV ID Fee because they represent active service delivery:
The dV ID assigned to the Benefits Eligible employee remains active following an AOD event. The AOD event relates to the dependent's coverage status, not to the employee's benefits eligibility or dV ID status. AOD events are pre-scheduled from the dependent record and do not require a census file submission to trigger.
3.6(b) Audit Consultant Services. Members may request a scheduled outbound call with a docVERIFY Audit Consultant for one-on-one guidance with the document submission and verification process. Audit Consultant calls are billed at $50.00 per hour, invoiced in 15-minute increments rounded up to the nearest quarter hour. For example, a call lasting 22 minutes is billed as 30 minutes ($25.00). All calls are outbound — the Consultant will contact the Member at the scheduled appointment time. No inbound call option is available. A session summary and itemized invoice will be delivered to the Member by email following each consultation. Consultant fees are billed directly to Client on the monthly invoice and are not included in the flat audit fee or per dV ID rate. Consultant availability is Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding federal holidays.
3.6(c) Medical Opt Out (MED Opt Out) Verification. Where Client has elected the MED Opt Out service, docVERIFY will collect, process, and verify Proof of Credible Coverage documentation submitted by Members who are requesting to opt out of the Client's group medical plan. A Member opting out of group medical coverage must provide evidence of credible coverage from another qualifying health plan (e.g., spousal employer plan, individual marketplace plan, Medicare, or Medicaid) before the opt-out election can be approved and recorded. MED Opt Out verification is billed at $0.75 per dV ID per opted-out Member per month, separate from and in addition to the per dV ID flat fee under Section 3.2. The MED Opt Out rate may be adjusted by written agreement of the parties. Members who fail to provide Proof of Credible Coverage by the applicable deadline will not be approved for opt-out and will remain enrolled in the group medical plan unless otherwise required by applicable law.
3.6(d) Medicare Eligibility Notification. As part of the MED Opt Out service, docVERIFY will flag any Benefits Eligible Member who is projected to turn age 65 during the current plan year for Client awareness. Medicare-eligible Members have unique enrollment rights and coordination of benefits considerations that may affect their opt-out eligibility and group plan coverage. docVERIFY will identify flagged Members on the monthly census report and the Client invoice. This notification is informational only; Client is responsible for ensuring compliance with applicable Medicare Secondary Payer (MSP) rules, IRMAA considerations, and any other Medicare coordination requirements under federal law.
3.7 Monthly invoice total. Based on the current configuration, the estimated monthly invoice is —, subject to census change adjustments per Section 3.3. The annual contract value at current run rate is —.
3.8 Fee schedule (Exhibit A). The complete itemized fee schedule is attached as Exhibit A and incorporated herein by reference.
4.1 Invoice issuance. docVERIFY will issue invoices on the first business day of each calendar month for services to be rendered during that month. Payment is due within 30 days of invoice date.
4.2 Census File deadline. Census Files must be submitted by Client by the last business day of each calendar month. Census changes submitted after this deadline will be reflected in the following month's invoice.
4.3 Annual prepayment. Client may elect to prepay 12 months of service in a single payment, entitling Client to a 10% discount on the estimated annual amount. Based on current configuration, the annual prepay amount is —. Annual prepay elections must be made in writing before the start of the prepay period.
4.4 Late payment. Invoices not paid within 30 days of the invoice date accrue interest at 1.5% per month on the outstanding balance. docVERIFY reserves the right to suspend services after 45 days of non-payment following written notice to Client.
4.5 Disputed invoices. Client must notify docVERIFY of any disputed invoice amount within 10 business days of receipt. Undisputed amounts remain due and payable. Disputes are subject to good-faith resolution within 30 days; unresolved disputes are subject to the arbitration provisions of Section 8.
4.6 Fee adjustments. docVERIFY may adjust the Per dV ID Fee or Flat Audit Fee with 60 days' written notice to Client. Client may terminate this Agreement without early termination penalty if Client provides written notice of rejection within 30 days of receiving a fee adjustment notice.
5.1 Document turnaround. docVERIFY processes submitted documents in daily batches. All documents received via the secure upload portal on or before 2:00 AM EST are included in that day's batch, which is assigned for processing at 7:00 AM EST daily, excluding federal holidays. Documents received after 2:00 AM EST will be held and included in the following day's batch run. Turnaround times commence upon assignment of the batch for processing. docVERIFY guarantees that document review decisions will be delivered within 48 hours (standard) or 24 hours (priority) from the time the batch is assigned and dispatched for processing.
5.2 Federal holiday exclusion schedule. Batch processing does not occur on the following federally observed holidays. Documents received on or before 2:00 AM EST of a holiday will be held and included in the next scheduled batch run on the following non-holiday business day. Turnaround SLA clocks are suspended for the duration of any federal holiday and resume upon batch dispatch on the next processing day.
| Holiday | Observed |
|---|---|
| New Year's Day | January 1 |
| Martin Luther King Jr. Day | Third Monday in January |
| Presidents' Day | Third Monday in February |
| Memorial Day | Last Monday in May |
| Juneteenth National Independence Day | June 19 |
| Independence Day | July 4 |
| Labor Day | First Monday in September |
| Columbus Day | Second Monday in October |
| Veterans Day | November 11 |
| Thanksgiving Day | Fourth Thursday in November |
| Christmas Day | December 25 |
When a federal holiday falls on a Saturday, the preceding Friday is observed. When a federal holiday falls on a Sunday, the following Monday is observed. docVERIFY will provide Client with an annual processing calendar at the start of each calendar year identifying all scheduled non-processing days.
5.3 Review accuracy. docVERIFY guarantees a monthly review decision accuracy rate of 98% or greater, measured as the percentage of eligibility determinations that are correct as evaluated through docVERIFY's monthly QA process. A minimum of 10% of completed reviews are randomly sampled and re-reviewed each month for quality assurance.
5.4 Census processing. Monthly Census File changes will be processed and reflected in the system within 5 business days of receipt of a complete and correctly formatted Census File.
5.5 System availability. The docVERIFY platform will be available to authorized users and employees 99% of the time on a monthly basis, excluding scheduled maintenance windows communicated at least 48 hours in advance.
5.6 SLA breach credits. For each calendar month in which docVERIFY fails to meet any SLA commitment set forth in Sections 5.1 through 5.5, Client shall receive a credit equal to 5% of that month's invoice, applied to the subsequent month's billing. SLA breach credits are Client's sole and exclusive remedy for SLA failures and do not constitute a waiver of any other rights. Credits are non-cumulative across SLA categories in a single month (maximum credit per month: 5%).
5.7 Escalation. Documents unresolved beyond the applicable turnaround commitment are automatically escalated to a senior reviewer. Client will be notified of any escalated cases within 4 business hours of escalation.
6.1 Secure transmission. All dependent documentation is transmitted exclusively via secure, tokenized, time-limited upload links (HTTPS/TLS 1.2 or higher). Upload links are single-use, expire within 48 hours of issuance, and are delivered to the employee's verified email address and mobile phone number.
6.2 Data at rest. All documents and personal data stored by docVERIFY are encrypted at rest using industry-standard encryption (AES-256 or equivalent). Access to stored data is restricted to authorized docVERIFY personnel and authorized Client administrators.
6.3 Audit trail. docVERIFY maintains a complete, tamper-proof audit log of all verification activities, including document upload timestamps, reviewer identities, decision dates, and census change events. Audit logs are accessible to authorized Client administrators through the administrative dashboard throughout the term of this Agreement.
6.4 Confidentiality. Each party agrees to hold in strict confidence all non-public information disclosed by the other party in connection with this Agreement, and to use such information solely for the purposes of performing or receiving services hereunder. This obligation survives termination of this Agreement for a period of 3 years.
6.5 Data breach notification. In the event of a confirmed data breach affecting Client data, docVERIFY will notify Client within 72 hours of confirmation and will cooperate fully in any required regulatory notifications.
6.6 HIPAA and PII. To the extent that the services involve protected health information or personally identifiable information, the parties shall execute a Business Associate Agreement (BAA) as required under HIPAA. The BAA is incorporated into and made part of this Agreement upon execution.
7.1 Initial term. This Agreement commences on the Effective Date and continues for an initial term of 12 months. Following the initial term, this Agreement automatically renews on an annual basis unless terminated by either party as set forth herein.
7.2 Termination for convenience. Either party may terminate this Agreement upon 60 days' written notice to the other party. Termination does not relieve Client of the obligation to pay all fees accrued through the termination effective date.
7.3 Early termination of prepaid term. If Client has elected annual prepayment under Section 4.3 and terminates this Agreement prior to the end of the prepaid period for reasons other than material breach by docVERIFY, Client shall receive a pro-rated refund of the unused prepaid months, less a 10% early termination fee applied to the full annual prepay amount.
7.4 Termination for cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days' written notice of the breach.
7.5 Data retention upon termination. Following termination, Client data and uploaded documents will be retained by docVERIFY for 90 days and then securely destroyed, unless Client requests earlier deletion in writing or an extended retention period is required by applicable law. docVERIFY will provide Client with an export of Client data in a standard format within 30 days of termination upon written request.
7.6 Hardware return. If Client has leased hardware under Section 3.5, all hardware must be returned to docVERIFY in good condition within 30 days of the termination effective date. Hardware not returned within this period shall be invoiced to Client at replacement cost.
8.1 Entire agreement. This Agreement, together with all exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior proposals, representations, and agreements relating thereto.
8.2 Amendment. No modification of this Agreement is effective unless made in writing and signed by authorized representatives of both parties.
8.3 Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, docVERIFY may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to Client.
8.4 Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of —, without regard to its conflict of laws provisions.
8.5 Dispute resolution. Any dispute arising out of or relating to this Agreement that cannot be resolved by good-faith negotiation within 30 days shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in —. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
8.6 Limitation of liability. Except for obligations of confidentiality and indemnification, in no event shall either party's total liability under this Agreement exceed the total fees paid by Client in the 12-month period immediately preceding the claim. Neither party shall be liable for indirect, incidental, special, or consequential damages.
8.7 Force majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, acts of government, or internet or infrastructure outages, provided the affected party gives prompt written notice and uses reasonable efforts to resume performance.
8.8 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
8.9 Notices. All notices under this Agreement must be in writing and delivered by email with confirmation of receipt or by overnight courier to the contact information provided by each party at signing.
By signing below, the parties agree to be bound by the terms and conditions of this Agreement.
| Component | Category | Description | Monthly fee |
|---|
| Total census | — |
| Benefits eligible (BE) | — |
| ↳ dV ID Billable (EE+SP/CH/DP/DPC/FAM) | — |
| ↳ dV ID Issued (EE Waived + EE Only) | — |
| dV ID Inactive (NBE + TRM + RET) | — |
| Rate per dV ID / month | — |
| Initial term | — |
| Monthly invoice (est.) | — |
| Annual contract value (est.) | — |
| Annual prepay (10% off) | — |