By registering for the TDSS Associate Provider Program, you acknowledge and agree to the following terms and conditions. Please review the agreement carefully and indicate your acceptance by selecting the required checkboxes.

1. Provider Status and Term

The Provider will be an independent contractor with TDSS, commencing on the Effective Date. The term of this Agreement shall be for three (3) years and will automatically renew for successive terms unless terminated by either party with sixty (60) days’ prior written notice.

2. Licensing and Compliance

The Provider shall maintain, throughout the Term and any Successive Term, all necessary licenses and approvals to provide services as a dental sleep medicine provider. The Provider warrants to comply with all applicable policies and procedures promulgated by TDSS and adhere to all professional and regulatory standards.

The Provider is required to hold or be actively pursuing one of the following designations:

1. American Academy of Dental Sleep Medicine (AADSM) Qualified Dentist
2. American Board of Dental Sleep Medicine (ABDSM), Diplomate
3. Academy of Clinical Sleep Disorder Disciplines (ACSDD) Certificate in Dental Sleep Medicine
4. ACSDD Fellow and Diplomate Status
5. American Board of Craniofacial Dental Sleep Medicine (ABCDSM) Diplomate
6. American Sleep and Breathing Academy (ASBA) Diplomate

3. Duties and Responsibilities

The Provider is responsible for:

• Scheduling and maintaining office hours to treat patients.
• Ensuring independent control over the professional aspects of dental services.
• Hiring, supervising, and compensating any necessary assistants.
• Maintaining the highest ethical and clinical standards in patient care.
• Using the TDSS/Charm EMR for all patient records and documentation.

4.a. What’s Included

The Provider’s participation in the TDSS Associate Provider Program includes access to Core Membership benefits and Bundled Fees as described in Attachment A. These benefits cover essential setup fees, marketing support, credentialing assistance, and other resources to enhance the Provider’s ability to integrate dental sleep medicine successfully into their practice.

4.b. Compensation

Compensation details, including reimbursement rates and applicable fees, are outlined in Attachment B. The Provider acknowledges that these rates are subject to changes based on carrier policies, claims processing, and reimbursement structures.

5. Confidentiality and Non-Disparagement

Both parties agree to maintain the confidentiality of this Agreement. The Provider shall not make defamatory or disparaging remarks about TDSS, its employees, or affiliates in any form.

6. Mediation and Arbitration

Any dispute arising from this Agreement that cannot be resolved informally or through mediation shall be settled by arbitration in Williamson County, Texas. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs. The losing party will cover arbitration costs.

7. Non-Compete and Non-Solicitation

• The Provider shall not engage in competing services related to dental sleep medicine within a thirty (30) mile radius of their practice for six (6) months post-agreement.
• The Provider shall not solicit or hire TDSS employees or interfere with TDSS’s business relationships for two (2) years post-agreement.

8. Billing and Compliance with TDSS Billing Services

To ensure regulatory compliance, the Provider agrees to:

• Use Dynamic Resource Networks Billing Services (DRN Billing) for all dental sleep medicine billing.
• Comply with all carrier regulations, including the “No Surprises Act.”
• Avoid using GAP Exceptions that may impact future contracting.
• Participate in periodic billing audits conducted by TDSS to ensure compliance with all applicable regulations.
• Use TDSS preferred EMR for dental sleep medicine EMR, billing, and claims processing.

9. Patient Records

• The Provider shall only access records for patients they personally treat.
• The Provider must maintain patient confidentiality in compliance with applicable laws.
• The Provider is required to use the TDSS/Charm EMR for maintaining patient records.

10. Exclusivity Policy

The Provider must offer dental sleep medicine services exclusively through TDSS and may not use external billing entities for these cases. Violation of this clause may result in termination of the agreement, legal action, and financial penalties.

11. Indemnification and Insurance

• The Provider agrees to indemnify and hold TDSS harmless against malpractice liability.
• The Provider must maintain malpractice insurance with minimum coverage of $1,000,000/$3,000,000 and provide proof to TDSS.

12. Governing Law and Notices

• This Agreement is governed by Texas law.
• All notices must be in writing and sent to the designated practice or corporate address.
• Any disputes arising under this Agreement shall be resolved per the mediation and arbitration provisions stated herein.

13. Force Majeure

Neither party shall be liable for delays or failures in performance due to uncontrollable circumstances such as natural disasters, war, or government actions.

14. Modification of Agreement

TDSS reserves the right to modify this Agreement at any time. Any modifications will apply to all existing and new providers in the TDSS Associate Provider Program. Updates will be posted on the TDSS Provider Dashboard, and providers will be notified via the email address provided within this agreement.

15. Entire Agreement

This Agreement, including its Attachments, constitutes the entire agreement between the parties, superseding all prior agreements, whether written or oral.

16. Acceptance and Acknowledgment By selecting the checkboxes below and completing the registration process, you confirm that you have read, understand, and agree to the terms and conditions of the TDSS Associate Provider Agreement.