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Legal TPA Fees Addendum

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LEGAL TPA FEES ADDENDUM

This TPA Fees Addendum (the "Addendum") is made effective as of by and between Client Name: , a party that is a/an ("Client"), and Third-Party Administrator Name: , a party that is a/an ("TPA").

RECITALS

WHEREAS, Client and TPA are parties to an existing services agreement governing the administration of Client's benefit plans (the "Agreement"), dated ; and

WHEREAS, the parties desire to amend the Agreement to set forth certain fees, billing practices, adjustments and related terms for services performed by TPA through incorporation of this Addendum; and

WHEREAS, capitalized terms not defined in this Addendum shall have the meanings ascribed to them in the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Fees" means all compensation, administrative charges, per-claim charges, per-member-per-month charges, percentages, pass-through costs and other amounts payable by Client to TPA as set forth in Section 3 of this Addendum.

1.2 "Invoice" means a written billing statement delivered by TPA to Client describing Fees, supporting detail and the required payment due date.

2. SCOPE OF FEES

2.1 The Fees identified in this Addendum are the sole fees payable to TPA by Client for the administrative services described in the Agreement, except as expressly set forth herein. Fees do not include taxes, extraordinary vendor costs, or costs for services requested by Client that are outside the scope of the Agreement.

2.2 Unless otherwise provided herein, TPA shall not be obligated to perform services beyond the standard administration described in the Agreement without prior written approval and agreement on pricing from Client.

3. FEE SCHEDULE

3.1 The Fee Schedule for services provided under the Agreement shall be as follows:

Fee Line 1 Description: Amount: $

Fee Line 2 Description: Amount: $

Per-claim fee: Per-member-per-month (PMPM): $

Percentage fee (if applicable):

Flat fee Per-claim PMPM Percentage of payments

4. INVOICING AND PAYMENT

4.1 TPA shall submit an Invoice to Client on a monthly basis unless otherwise agreed in writing. Each Invoice shall include reasonable detail of services performed, the basis for each charge and applicable supporting documentation.

4.2 Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall be responsible for reasonable collection and legal fees incurred by TPA to collect past due amounts.

5. AUDIT AND ADJUSTMENTS

5.1 Client may audit relevant TPA records that pertain to Fees, claim counts or other data used to calculate Fees, upon at least days' prior written notice, during regular business hours, and subject to reasonable confidentiality protections.

5.2 If an audit discloses an underpayment by Client of 5% or more for the audit period, TPA shall refund or offset the difference, and Client shall reimburse TPA for the reasonable cost of the audit. If the underpayment is less than 5%, Client shall pay the amount due within thirty (30) days, and TPA shall bear the cost of the audit.

6. TERM, RENEWAL AND TERMINATION

6.1 The terms of this Addendum shall commence on the Effective Date and shall continue for the term specified in the Agreement, unless earlier terminated in accordance with the Agreement.

6.2 Upon termination of the Agreement or this Addendum for any reason, Client shall remain liable for all Fees and reimbursable expenses incurred through the effective date of termination, and for any transition services expressly agreed to in writing.

7. CONFIDENTIALITY

7.1 All non-public pricing information and other confidential terms of this Addendum shall be treated as Confidential Information under the Agreement. Neither party shall disclose such information except as required by law or with the prior written consent of the other party.

8. INDEMNIFICATION

8.1 Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses or liabilities arising from the indemnifying party's breach of this Addendum, negligence or willful misconduct, subject to the limitations and procedures set forth in the Agreement.

9. NOTICES

9.1 All notices required or permitted under this Addendum shall be in writing and delivered to the addresses set forth below or as otherwise designated in writing by the parties.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 This Addendum may be amended only by a written instrument executed by authorized representatives of both parties. No waiver of any term or condition of this Addendum shall be effective unless in writing and signed by the waiving party.

10.2 This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law: This Addendum shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

11.2 Entire Agreement: This Addendum, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

11.3 Severability: If any provision of this Addendum is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

MISCELLANEOUS

Client Printed Name:

By:

Date:

TPA Printed Name:

By:

Date:

Enter text✕

What the Legal TPA Fees Addendum Is and When It Applies

A Legal TPA Fees Addendum is a contract attachment that documents fees, billing rules, adjustments, and payment processes between a plan sponsor and a third-party administrator (TPA). It clarifies fee schedules, timing, dispute resolution, audit rights, and responsibilities for additional services or pass-through costs. The addendum is typically incorporated into a master administrative services agreement or benefits contract and may reference exhibits, fee tables, and invoicing templates to ensure consistent billing and reduce ambiguity during plan administration.

Why a Clear Fees Addendum Matters

A precise fees addendum reduces billing disputes, improves auditability, and establishes clear expectations on adjustments, effective dates, and termination-related charges.

Why a Clear Fees Addendum Matters

Who Typically Uses This Addendum

The Legal TPA Fees Addendum is used by parties who manage plan administration, claims processing, or stop-loss arrangements and need a defined fee structure.

  • Plan sponsors and employers who require transparent billing and audit rights from their TPA
  • Third-party administrators and benefits vendors who must document fee changes, passthrough costs, and invoicing rules
  • Insurers, stop-loss carriers, and brokers who need visibility into administrative charges tied to underwriting or reimbursements

Use the addendum to align commercial terms, minimize billing disputes, and ensure contract terms are enforceable and auditable.

Typical Signers and Their Roles

Plan Sponsor CFO

Chief financial officers or benefits directors typically review and approve fee schedules, ensure alignment with budget forecasts, and authorize changes that impact plan funding and financial reporting.

TPA Contract Manager

The TPA's operations or contracting lead negotiates fee mechanics, documents billing procedures, and coordinates implementation of invoice formats, adjustment rules, and audit access.

Essential Data Elements to Include

Fee Schedule: Specific rates and units
Effective Date: MM/DD/YYYY format
Billing Frequency: Monthly, quarterly, etc.
Payment Terms: Net 30, Net 45, discounts
Adjustment Rules: Retroactive corrections
Audit Rights: Access and retention

Top Legal and Financial Risks

Fee Disputes: Billing disagreements escalate
Late Payments: Interest and collection costs
Regulatory Exposure: Noncompliance with ERISA or HIPAA
Tax Reporting Errors: Incorrect contractor reporting
Contract Voidance: Ambiguous terms undermine enforceability
Audit Findings: Repayment or penalties

Common Preparation Mistakes to Avoid

  • Leaving billing units vague (for example, 'per claim' without defining what constitutes a claim) creates room for interpretation and disputes.
  • Omitting effective dates or retroactivity language can cause confusion about which services and fees apply to specific periods.
  • Not specifying invoice formats or required backup prevents timely reconciliation and complicates audits.
  • Failing to define correction windows and limits on retroactive adjustments increases financial uncertainty for both parties.

Step-by-Step: Completing the Fees Addendum

Follow this sequence to prepare a clear, enforceable Legal TPA Fees Addendum that aligns with the master services agreement.

  • 01
    Define Parties: Enter legal entity names and roles
  • 02
    Set Dates: Specify effective and billing start dates
  • 03
    List Fees: Provide unit rates and calculation method
  • 04
    Add Terms: Include payment, dispute, and audit clauses

How to Configure This Addendum for Online Execution

When preparing the addendum for electronic completion, set clear workflow steps, authentication, and retention rules before sending.

Field Configuration
Signer Order Sequential or parallel signing
Authentication Email link, SMS code, or MFA
Retention Policy Auto-archive signed copies
Notifications Set reminders and completion alerts

Where to Send or File the Completed Addendum

Route executed copies to all contracting parties and to internal finance, compliance, and vendor management teams for records and reconciliation.

  • Plan Sponsor: Receive signed original for contract file
  • TPA: Store signed addendum in billing system
  • Insurer / Broker: Share as required for underwriting
  • Legal / Finance: Archive for audit and reporting

Digital Signing and Distribution Considerations

Choose a platform that supports authenticated e-signing, audit trails, secure storage, and common integrations before sending the addendum.

  • File Formats: PDF or DOCX supported
  • Integrations: NetSuite, Salesforce, Google Workspace
  • Authentication: Email link, SMS, or KBA

Ensure the chosen tool retains a tamper-evident audit trail and meets any industry compliance needs such as HIPAA or 21 CFR Part 11 when applicable.

Key Timing Rules and Typical Deadlines

Identify and communicate the primary dates that affect fee application, billing cycles, dispute windows, and retention to avoid missed obligations.

Effective Date:

Date when fees begin to apply (MM/DD/YYYY).

Billing Cycle:

Monthly, quarterly, or per-claim billing schedule.

Payment Due:

Typical Net 30 or Net 45 from invoice date.

Dispute Window:

Commonly 30–60 days to raise invoice challenges.

Audit Notice:

Advance notice period and sampling timelines.

Core Clauses to Include in a Professional Addendum

A robust fees addendum is concise but comprehensive; include explicit mechanics, procedural steps for corrections, and references to any exhibits.

Fee Schedule

Detailed table listing services, units, and per-unit amounts; include rounding rules, minimums, and any caps to avoid later disputes and to enable automated invoice validation.

Billing Procedures

Describe invoice format, required backup documentation, submission method, and timelines for issuing and processing invoices to support reconciliation.

Adjustment Mechanism

Specify when retroactive adjustments are permitted, maximum lookback period, calculation method, and how credits or debits are applied.

Audit and Access

Grant limited audit rights including sampling method, data access protocols, confidentiality protections, and timeline for producing requested records.

Dispute Resolution

Define the notice procedure, escalation path, timelines for resolution, and whether mediation or arbitration applies before litigation.

Termination Effects

Address final invoicing, pro rata charges, unresolved adjustments, and survival of audit and dispute clauses after contract termination.

Key Processing Milestones for the Addendum

Track milestones from negotiation through final archiving to ensure billing alignment and audit readiness.

01

Negotiation Complete

Finalize fee language and obtain internal approvals

02

Execution

All parties sign and date the addendum

03

Implementation Start

Billing and systems configured per addendum

04

Audit Window

Scheduled audit or reconciliation after initial billing cycle

Where the Fees Addendum Differs From Similar Documents

The TPA fees addendum focuses narrowly on billing mechanics versus broader service agreements or general amendments.

Criteria Fees Addendum Master Services Agreement
Scope billing mechanics comprehensive terms
Typical Length 1–5 pages 10–100 pages
Primary Purpose clarify charges define overall relationship
Update Frequency periodic or as agreed rare, triggers renegotiation

eSignature Vendor Comparison for Executing the Addendum

Select an eSignature provider based on price, HIPAA support, bulk send needs, and envelope limits. signNow is listed first per comparison guidance.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions — Practical Answers

Answers to common questions about signing, notarization, corrections, and enforceability for a Legal TPA Fees Addendum.


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