DEEPdormir × Revado
Partnership Charter & Operating Agreement
This Charter defines the mutual obligations, lane boundaries, IP protections, revenue sharing structure, and operating principles of the partnership between DEEPdormir and Revado. Designed to ensure maximum shared commercial success with zero ambiguity, zero conflict of interest, and clearly structured protection for both parties' core assets.
🔒 Confidential — DEEPdormir × Revado Formal Partnership Charter
Why This Partnership Exists.
The Commercial Logic.
DEEPdormir and Revado operate in the same market — sleep medicine and dental sleep practices — but from entirely non-overlapping positions in the service stack. DEEPdormir owns the patient-facing experience and the practice's commercial infrastructure. Revado owns the clinical billing and HIPAA-compliant data infrastructure. Together, the two companies provide a practice with everything it needs to run: acquire patients, experience a branded clinical journey, and get paid for the care they deliver. Neither company can deliver that complete picture alone. Together, they can.
The Vertical Integration Thesis
The most valuable thing a service business can do is own the entire stack for its client. When DEEPdormir brings a dental sleep practice onto its platform — branding, website, advertising, CRM, AI receptionist, patient app — and Revado manages that same practice's billing and clinical data, the practice has two deeply integrated vendors who share a mutual incentive: the practice's success. Every service DEEPdormir sells is a referral opportunity for Revado. Every billing relationship Revado manages is an anchor for DEEPdormir's marketing services. The flywheel is the partnership.
DEEPdormir — The Commercial Infrastructure
Everything that drives patient acquisition and practice growth: the practice website, patient-facing digital experience, advertising on Meta and Google, CRM and pipeline management, AI receptionist for inbound lead qualification, and the DEEPdormir.ai platform across all of its modules. DEEPdormir's lane is everything that touches the patient before and during their experience — and everything that makes the practice visible and competitive in its market.
Revado — The Clinical & Billing Infrastructure
The HIPAA-compliant data systems and medical billing expertise that ensure practices get paid accurately and on time. This includes all PHI-controlled data management, insurance claims processing, prior authorization workflows, ERA/EOB reconciliation, and the clinical data infrastructure that transforms raw patient encounters into proper medical billing submissions. Revado's lane is everything that touches Protected Health Information.
✅ The Complete Practice Stack — What a Practice Gets When Both Partners Are Engaged
A dental sleep practice that works with both DEEPdormir and Revado has access to the complete commercial and clinical infrastructure stack: patient acquisition through advertising, a branded digital experience that guides patients from quiz to appointment, an AI receptionist that never misses a lead, a CRM that tracks every patient through the pipeline, a HIPAA-compliant data system that handles all PHI securely, and a medical billing operation that maximizes reimbursement on every case. This is the full-service model that most practices assemble across five to eight different vendors — delivered through two deeply integrated partners.
What Each Party Brings.
The Full Service Inventory.
The partnership works because the service inventories are completely complementary — one party is strong precisely where the other party does not operate. This is not a compromise. It is a structural advantage for every client who engages both.
- Branding & Website — Practice-specific identity and digital home base
- Advertising — Meta, Google, and programmatic campaigns
- CRM & Pipeline — Lead management and patient nurture automation
- AI Receptionist — 24/7 inbound qualification and appointment booking
- Patient App & Workflows — Guided journey from quiz to appliance
- Analytics & Reporting — Practice performance dashboards
- Sleep Quiz System — Top-of-funnel lead capture and risk scoring
- DEEPdormir.ai Platform — All modules across the full platform suite
- Content & Social Media — Ongoing practice content strategy
- DEEPdormir Certified™ — Provider credentialing and certification program
- HIPAA-Compliant Data Systems — Secure capture, storage, and transmission of PHI
- Medical Billing — Claims submission, follow-up, and denial management
- Insurance Processing — Verification, prior auth, and payer relations
- ERA/EOB Reconciliation — Payment posting and variance resolution
- Compliance Management — HIPAA audit readiness and documentation
- Clinical Data Routing — Secure data flow between EHR and billing systems
- Denial Management — Payer appeals and resubmission workflows
- Revenue Cycle Management — End-to-end RCM for OAT practices
- Prior Authorization — Proactive auth workflows before clinical encounter
- Practice Revenue Reporting — Billing performance analytics and trend reporting
The Non-Overlap Is the Feature — Not a Limitation
The fact that DEEPdormir and Revado have zero service overlap is what makes this partnership valuable rather than competitive. A practice that needs both marketing and billing has historically had to manage two separate vendor relationships with no coordination, no shared incentive, and no unified view of practice performance. DEEPdormir and Revado provide the integrated alternative — two specialists who cover the full stack, communicate about the practice's success, and are each financially incentivized to help the other retain the client permanently.
Clear Lanes. No Overlap.
No Conflict of Interest.
The most important structural feature of this partnership is the complete non-overlap of operational lanes. DEEPdormir and Revado do not compete. They do not encroach. They do not offer services that exist in the other party's defined territory. This Charter formalizes that reality and makes it legally and commercially unambiguous.
🔒 The HIPAA Firewall — The Most Critical Lane Boundary
DEEPdormir does not handle Protected Health Information (PHI) under any circumstances. This is not a preference — it is a foundational operating principle. DEEPdormir's advertising, CRM, and marketing automation systems are explicitly designed to function with marketing-qualified data only — names, contact information, quiz responses, and appointment status. No clinical data, diagnosis information, insurance claim data, or any other HIPAA-controlled information flows into or through DEEPdormir's systems. Revado is the exclusive handler of all PHI.
| Service / Function | DEEPdormir | Revado | Shared |
|---|---|---|---|
| Practice Branding & Identity | ✓ Owns | — | — |
| Practice Website & Development | ✓ Owns | — | — |
| Paid Advertising (Meta, Google) | ✓ Owns | — | — |
| CRM & Lead Pipeline Management | ✓ Owns | — | — |
| AI Receptionist & Appointment Booking | ✓ Owns | — | — |
| Patient App & Guided Workflows (Pre-Clinical) | ✓ Owns | — | — |
| Sleep Quiz & Risk Scoring | ✓ Owns | — | — |
| Marketing Analytics & Reporting | ✓ Owns | — | — |
| Protected Health Information (PHI) Handling | 🚫 Never | ✓ Owns | — |
| Medical Billing & Claims Submission | — | ✓ Owns | — |
| Insurance Verification & Prior Authorization | — | ✓ Owns | — |
| ERA/EOB Reconciliation & Payment Posting | — | ✓ Owns | — |
| HIPAA Compliance Infrastructure | — | ✓ Owns | — |
| Denial Management & Payer Appeals | — | ✓ Owns | — |
| Joint Client Practice Onboarding | ✓ Coordinates | ✓ Coordinates | 🤝 Shared |
| Practice Performance Reviews | ✓ Marketing KPIs | ✓ Billing KPIs | 🤝 Shared |
| Referral Tracking & Commission Settlement | ✓ Tracks DD | ✓ Tracks Rev | 🤝 Shared |
The Data Separation Protocol.
How Information Flows Between the Two Systems.
The handoff point between DEEPdormir's systems and Revado's systems is precisely defined. Marketing data stays in DEEPdormir's ecosystem. Clinical data stays in Revado's ecosystem. The only information that crosses the boundary is the appointment confirmation — a trigger that tells both systems a patient has been booked, without transmitting clinical or PHI data in either direction.
DEEPdormir Data Layer — Marketing Only
Name, email, phone, ZIP code, quiz responses (risk level), appointment status (booked/not booked), source attribution (which ad or channel), and campaign engagement data. None of this is PHI. All of it is standard marketing CRM data that can be used for advertising targeting, email sequences, and performance reporting.
The Boundary — The Appointment Signal
When a patient books an appointment, a non-PHI appointment confirmation record is generated. This record contains: patient name, appointment date/time, location, and appointment type. This single record crosses into Revado's system to trigger pre-authorization workflows. No diagnosis, no clinical history, no insurance claim data flows in the other direction.
Revado Data Layer — HIPAA-Controlled
All PHI: clinical notes, diagnosis codes, AHI scores, appliance specifications, insurance claim records, ERA/EOB data, and all other clinical encounter documentation. This data never enters DEEPdormir's systems. DEEPdormir receives only aggregate billing performance metrics for reporting purposes, never individual patient records.
Why This Architecture Protects Both Parties
The data separation protocol is not just a compliance measure — it is a commercial protection for both partners. By keeping PHI entirely within Revado's HIPAA-compliant infrastructure, DEEPdormir can operate its advertising accounts on Meta and Google without the PHI contamination that would trigger policy violations and account suspension. Revado can maintain its BAA relationships with practices and payers without concern that its clinical data is flowing into a non-compliant marketing environment. The separation is the safety net for both sides of the partnership.
DEEPdormir IP Is DEEPdormir's.
Revado IP Is Revado's.
This Charter is a commercial partnership, not a joint venture. No intellectual property is co-owned. No brand assets are shared. No technology is cross-licensed. Each party retains full and exclusive ownership of all IP they bring into the partnership and develop independently during it. The partnership relationship grants each party a right to refer and represent — not a right to own or replicate.
🔒 DEEPdormir IP — Exclusively Owned & Protected
The DEEPdormir brand name, the DEEPdormir.ai platform, the DEEPdormir.com consumer experience, the DEEPdormir.pro provider directory, the DEEPdormir Certified™ certification mark, the sleep quiz system, all associated software code, all playbooks and strategic documentation, all advertising creative, all brand guidelines, and the full suite of DEEPdormir's proprietary methodologies are the exclusive intellectual property of DEEPdormir. Revado is granted no license to use, replicate, white-label, or represent these assets without explicit written permission from DEEPdormir on a case-by-case basis.
- DEEPdormir Brand: Name, logos, color system, typography, and all visual identity assets
- DEEPdormir.ai Platform: All software modules — CRM, AI engine, marketing suite, analytics, academy
- DEEPdormir.com: The consumer sleep platform, quiz system, patient journey infrastructure
- DEEPdormir.pro: The provider directory, certification program, and all enrichment data
- DEEPdormir Certified™: The certification mark, curriculum, badge assets, and credentialing system
- All Playbooks: Strategic documents, campaign architectures, and proprietary methodologies
- Ad Creative: All copywriting, visual briefs, and campaign structures produced by DEEPdormir
- Revado Brand: Name, logos, and all visual identity assets
- Billing Platform: All proprietary billing software, claim processing systems, and integrations
- HIPAA Infrastructure: All data architecture, security protocols, and compliance systems
- Billing Methodologies: Proprietary coding strategies, payer relationship frameworks, and denial management protocols
- Client Data: All PHI processed by Revado on behalf of its practice clients
- Payer Contracts: Any negotiated payer relationships and fee schedules
- Internal Documentation: All Revado training materials, billing guides, and SOPs
Mirror Principle — The Same Rules Apply to DEEPdormir
DEEPdormir is subject to identical restrictions regarding Revado's IP. DEEPdormir may describe Revado as its preferred billing and HIPAA compliance partner. DEEPdormir may not represent, sell, or attempt to replicate Revado's billing services. DEEPdormir may not use Revado's brand in advertising without written approval. The partnership is symmetric — what is prohibited for one party is prohibited for the other.
What Each Party May Represent.
Permitted Actions and Hard Prohibitions.
When either party is introduced to a practice that works with the other, there are specific permissions and prohibitions on how each party represents the other's services. These are not suggestions — they are Charter terms.
✅ Permitted — Revado May:
Describe DEEPdormir as its preferred marketing and technology partner. State that DEEPdormir handles all patient acquisition, branding, and digital marketing for the practice. Facilitate a warm introduction between a practice and DEEPdormir. Display the DEEPdormir logo as a "Technology Partner" with prior written approval. Refer to the complementary nature of the two-partner stack in business development conversations.
🚫 Prohibited — Revado May Not:
Represent, sell, or attempt to resell DEEPdormir services on behalf of DEEPdormir. Use the DEEPdormir brand in advertising without written approval. Build competing services using knowledge gained from the partnership. Represent the DEEPdormir Certified™ credential as affiliated with Revado. Share DEEPdormir's pricing, methodologies, or proprietary strategies with third parties. Replicate any element of the DEEPdormir patient journey, quiz system, or certification architecture.
✅ Permitted — DEEPdormir May:
Describe Revado as its preferred billing and HIPAA compliance partner. State that Revado handles all medical billing, insurance processing, and clinical data management for the practice. Facilitate a warm introduction between a practice and Revado. Display the Revado logo as a "Billing Partner" with prior written approval. Refer to the complementary nature of the two-partner stack in business development conversations.
🚫 Prohibited — DEEPdormir May Not:
Represent, sell, or attempt to resell Revado services on behalf of Revado. Use the Revado brand in advertising without written approval. Build competing billing, HIPAA compliance, or clinical data management services. Share Revado's pricing, billing methodologies, or proprietary payer strategies with third parties. Handle PHI or create data systems that accept clinical data in violation of the lane boundary defined in Article II.
How We Share the Revenue.
Lifetime. Recurring. Automatic.
The commercial foundation of this partnership is a straightforward, symmetrical, lifetime referral commission structure. When DEEPdormir refers a practice to Revado, DEEPdormir earns 20% of Revado's monthly revenue from that practice for as long as the practice remains a Revado client. The same applies in reverse. There is no cap, no expiration, and no renegotiation trigger. The commission is earned the moment the referred practice becomes a paying client and continues every month without interruption.
The Vertical Integration Multiplier — Why This Gets More Valuable Over Time
DEEPdormir offers a full suite of services across branding, websites, advertising, CRM, AI receptionist, patient apps, analytics, and the DEEPdormir.ai platform modules. Every service level a shared client upgrades to increases the referral commission base. A practice that starts with a website and basic advertising and then adds the AI receptionist, the CRM, and the full DEEP Marketing Suite is generating a growing commission for the referring partner without any additional referral action required.
| Scenario | Referring Party | Client MRR | Monthly Commission | Annual Commission |
|---|---|---|---|---|
| Revado refers to DEEPdormir (base package) | Revado | $2,500/mo | $500/mo to Revado | $6,000/yr |
| Revado refers to DEEPdormir (full suite upgrade) | Revado | $6,000/mo | $1,200/mo to Revado | $14,400/yr |
| DEEPdormir refers to Revado (billing only) | DEEPdormir | $1,500/mo | $300/mo to DEEPdormir | $3,600/yr |
| DEEPdormir refers to Revado (full billing stack) | DEEPdormir | $3,500/mo | $700/mo to DEEPdormir | $8,400/yr |
| Both partners engaged — shared client (combined) | Both | $9,500/mo combined | $700 + $1,200 net settled | $24,000+ combined |
Commission Tracking & Payment Terms.
Transparent. Documented. Predictable.
The commission structure only works if both parties maintain clear, consistent tracking and settlement. This section defines the operational mechanics — how referrals are documented, how commissions are calculated, and how payments are settled.
Tracking & Attribution
Each referral is logged at the time of introduction with a dated, documented referral record acknowledged by both parties. The referring party's commission begins on the first month the referred client pays the receiving party and continues monthly without interruption. Both parties maintain independent tracking systems and provide a monthly referral revenue statement by the 5th of the following month.
Payment Settlement
Commission payments are settled on a Net 30 basis — commissions earned in a given calendar month are paid by the 30th of the following month. In months where commissions flow in both directions, the parties may elect to net-settle, paying only the difference. Commission statements are provided in writing each month. Disputes must be raised within 15 days of statement receipt.
The "Door In" Principle — Why Every Microservice Matters
Because DEEPdormir offers the full vertical stack, any entry point creates a pathway to the full relationship. A practice that Revado refers to DEEPdormir for a website alone may graduate to the full suite over 6–12 months. Revado's 20% commission grows with every upgrade, without any additional referral action. This is the compounding structure that makes every single referral — no matter how small the initial service — worth making immediately and documenting formally.
Statement Deadline
Monthly revenue statement delivered by the 5th of the following month. Covers all active referred clients and corresponding commission owed.
Payment Terms
Commission payment remitted within 30 days of statement date. Net-settlement available when commissions flow in both directions in the same month.
Dispute Window
Any commission discrepancy must be raised within 15 days of statement receipt. Disputes not raised within this window are considered accepted.
Advertising Without PHI.
Marketing That Stays Clean.
DEEPdormir's ability to run highly effective advertising on Meta and Google depends on one critical operational discipline: no Protected Health Information ever enters the advertising ecosystem. Meta and Google both have strict policies against the use of PHI in advertising targeting, custom audiences, and conversion tracking. Violation of these policies results in account suspension, ad rejection, and potential regulatory exposure. DEEPdormir's systems are architected from the ground up to comply with these requirements.
What DEEPdormir Never Uses in Ads
Patient diagnosis information. AHI scores or sleep test results. Insurance claim status or coverage information. Any data classified as PHI under HIPAA. Patient names associated with health conditions. Prescription or treatment data. Any data sourced from Revado's systems or the practice's EHR.
What DEEPdormir Uses in Ads
Symptom-based audience targeting (users who have engaged with sleep-related content). Geographic targeting by practice service area. Demographic targeting (age, household composition). Quiz completion lookalike audiences (non-PHI behavioral signals). Email addresses collected with explicit opt-in consent. Appointment booking status (booked/not booked — not diagnosis-based).
The Firewall Architecture
DEEPdormir's CRM and advertising platforms are structurally separated from any system that handles PHI. The only data that flows from the clinical side to the marketing side is the non-PHI appointment confirmation signal. No clinical data, no insurance data, and no PHI ever enters a DEEPdormir-managed ad account or CRM.
🛡️ The BAA Protocol
Because DEEPdormir does not handle PHI, DEEPdormir is not technically required to enter into a BAA with practices for its marketing services. However, DEEPdormir and Revado agree to maintain documentation confirming that the data boundary described in Article II is enforced. If any future service or integration proposed under this partnership would require DEEPdormir to handle PHI, that proposal must first be reviewed for HIPAA compliance before implementation, and a formal BAA must be executed before any PHI is transmitted to DEEPdormir's systems. Neither party may unilaterally implement a data integration that crosses the defined PHI boundary.
Meta Advertising Compliance
DEEPdormir's Meta advertising for shared clients complies with Meta's Health & Wellness Advertising policies. Custom audiences are built from explicitly consented email lists or quiz completion behavioral signals only — never from PHI. The "Special Ad Categories" designation is applied where required. All ad copy is reviewed to ensure no implied diagnosis or condition-specific targeting that violates Meta's policies.
Google Advertising Compliance
Google Ads campaigns for shared clients comply with Google's Healthcare & Medicines policies. Conversion tracking uses Google's consent mode and privacy-safe measurement. No remarketing lists are built from PHI or condition-specific signals. Customer match uploads use only explicitly consented email addresses collected through non-clinical intake flows.
DEEPdormir's Obligations to Revado.
Specific. Actionable. No Exceptions.
A partnership without defined obligations is a conversation, not a commitment. This section defines what DEEPdormir specifically commits to Revado — operating standards that define how the partnership functions on a day-to-day and month-to-month basis.
Active Partnership Representation
DEEPdormir will proactively present Revado as its preferred and recommended billing and HIPAA compliance partner to all shared-market practice clients. When a DEEPdormir client expresses a need for billing services, revenue cycle management, or HIPAA-compliant data infrastructure, DEEPdormir will make a warm introduction to Revado before presenting any alternative.
Referral Documentation
Every referral made by DEEPdormir to Revado will be formally documented via a referral notification email sent to the designated Revado contact within 24 hours of the introduction. This email confirms: the practice name, the contact, the date of introduction, and the services discussed. This documentation is the basis for commission calculation.
Monthly Commission Reporting
DEEPdormir will provide Revado with a monthly revenue statement by the 5th of each month showing all active Revado-referred clients, their current monthly subscription with DEEPdormir, and the corresponding 20% commission owed. Payment will be remitted by Net 30.
PHI Boundary Enforcement
DEEPdormir will maintain the data separation architecture described in Articles II and V at all times. DEEPdormir will immediately notify Revado if any proposed client integration or system change would require crossing the defined PHI boundary, and will not proceed until the protocol described in Article V has been completed.
The Standard for "Proactive" Representation
Proactive representation means DEEPdormir raises the Revado partnership in every client onboarding conversation where billing or HIPAA compliance is relevant — not just when a client directly asks. The obligation is to introduce the partnership opportunity before the client has found an alternative, not to respond to a question about billing with a Revado referral. The same standard applies to Revado's obligation to DEEPdormir regarding marketing services.
Revado's Obligations to DEEPdormir.
And What Both Parties Commit to Jointly.
Active Partnership Representation
Revado will proactively present DEEPdormir as its preferred and recommended marketing and technology partner to all shared-market practice clients. When a Revado client expresses a need for patient acquisition, branding, website development, advertising, CRM, or AI reception services, Revado will make a warm introduction to DEEPdormir before presenting any alternative.
Referral Documentation
Every referral made by Revado to DEEPdormir will be formally documented via a referral notification email sent to the designated DEEPdormir contact within 24 hours of the introduction. This email confirms: the practice name, the contact, the date of introduction, and the services discussed. This documentation is the basis for commission calculation.
Monthly Commission Reporting
Revado will provide DEEPdormir with a monthly revenue statement by the 5th of each month showing all active DEEPdormir-referred clients, their current monthly billing revenue with Revado, and the corresponding 20% commission owed. Payment will be remitted by Net 30.
PHI Containment
Revado will maintain strict containment of all PHI within its own HIPAA-compliant infrastructure. Revado will never transmit PHI to DEEPdormir's systems, platforms, or personnel. When communicating about shared clients in a joint context, Revado will use only de-identified, aggregate, or non-PHI business metrics.
Joint Obligations — Both Parties
- Quarterly Partnership Review: Both parties participate in a 60-minute quarterly review meeting covering referral volume, commission settlement status, shared client satisfaction, and opportunities for deeper integration. Meeting notes are recorded and shared within 5 business days.
- Non-Disparagement: Neither party will make negative statements about the other — to shared clients, to prospective clients, or publicly — during the term of the partnership and for 24 months after termination.
- Conflict Escalation: Any operational dispute will be raised directly with the designated contact at the other party before any external escalation. Both parties commit to a good-faith 30-day resolution window before any formal dispute mechanism is invoked.
- Client Communication Coordination: When communicating with a shared client about the other party's services, both parties will coordinate to ensure consistent messaging and avoid contradictory recommendations.
- Referral Exclusivity Preference: While neither party is granted exclusive referral rights, both parties commit to presenting the other as their first and preferred recommendation in their respective service lane before presenting alternatives.
- Confidentiality: All information shared between the parties — including client lists, pricing, strategic plans, and this Charter — is treated as confidential and may not be shared with third parties without written consent.
The Full Stack Partnership.
Every Layer of the Practice Covered.
The ultimate expression of this partnership is a practice that has never had to look outside the DEEPdormir–Revado ecosystem for any core operational service. Patient acquisition, brand, website, advertising, CRM, AI receptionist, patient experience, clinical data, billing, insurance — all of it covered by two deeply integrated partners who share a mutual financial incentive to see the practice succeed at every level.
The Get-In-The-Door Strategy — Why Every Microservice Matters
Neither DEEPdormir nor Revado requires a full-stack commitment to begin the relationship. A practice might start with DEEPdormir's website service alone and add advertising six months later. It might start with Revado's billing service and add the DEEPdormir CRM after seeing what it can do. Every single-service entry point is a foot in the door that creates the opportunity to serve at every level. The referral commission structure rewards this approach — because every upgrade to a referred client's service level grows the commission automatically. The strategy is simple: get the door open at any level, deliver value, and let the vertical integration do the rest.
The Shared Client Growth Trajectory.
How Value Compounds Over 12 Months.
When a shared client is engaged at every layer, the combined monthly value of the DEEPdormir–Revado relationship grows substantially over time. The table below illustrates a realistic 12-month progression for a dental sleep practice onboarded by both partners simultaneously.
| Timeframe | DEEPdormir Services Active | Revado Services Active | Combined Client MRR | Referral Commission (Each Party) |
|---|---|---|---|---|
| Month 1–2 | Website + basic ads | Medical billing (OAT claims) | ~$3,500/mo combined | ~$700/mo gross each |
| Month 3–4 | Website + ads + AI Receptionist | Billing + insurance verification | ~$5,200/mo combined | ~$1,040/mo gross each |
| Month 5–6 | Full suite + CRM + patient app | Full revenue cycle management | ~$8,000/mo combined | ~$1,600/mo gross each |
| Month 7–12 | Full suite + analytics + academy | Full RCM + compliance management | ~$11,000/mo combined | ~$2,200/mo gross each |
| Year 2+ (Steady State) | Full stack — retained | Full stack — retained | ~$11,000–$14,000/mo | $2,200–$2,800/mo · $26,400–$33,600/yr each |
The Flywheel Compounds Indefinitely
A single shared client at full engagement is worth $26,400+ per year to each party in referral commissions alone — on top of the direct revenue from the services each party delivers. Five shared clients at full engagement generates over $130,000/year in referral commissions for each party. Ten clients generates over $260,000/year. This is not theoretical. This is the structural outcome of a vertical integration partnership where both parties serve the same client at non-overlapping levels, each with strong retention economics.
How Decisions Get Made.
How the Partnership Stays Aligned.
A partnership charter without a governance structure is a document waiting to become a dispute. This Article defines the decision-making framework, the operational cadence, and the designated contacts who represent each party in all formal Charter-related matters.
DEEPdormir Designated Contact
A single designated contact at DEEPdormir is authorized to: receive and process referral documentation from Revado, approve any proposed service changes or integrations that could affect the PHI boundary, issue and receive monthly commission statements, and represent DEEPdormir in all formal partnership communications. This contact may delegate operational tasks but retains final decision authority on all Charter-related matters. Designated contact details are exchanged in writing upon Charter execution and updated within 5 business days of any change.
Revado Designated Contact
A single designated contact at Revado holds equivalent authority: receiving and processing referral documentation from DEEPdormir, approving any proposed data integrations reviewed under Article V, issuing and receiving monthly commission statements, and representing Revado in all formal partnership communications. Designated contacts are exchanged in writing upon Charter execution and updated within 5 business days of any change.
60 Minutes. Four Times Per Year. Non-Negotiable.
Both designated contacts participate in a structured 60-minute quarterly review meeting covering: referral volume and pipeline status from both parties, commission settlement reconciliation and any discrepancies, shared client satisfaction and service quality signals, opportunities for deeper integration or new service line cross-referral, and any operational issues or boundary questions requiring joint resolution. The first quarterly review is scheduled within 90 days of Charter execution. Meeting notes are recorded and shared within 5 business days of each session. The quarterly cadence is the primary mechanism for keeping the partnership aligned, accountable, and compounding.
Days to First Review
The first quarterly review is scheduled within 90 days of Charter execution. This meeting sets the operational cadence and confirms all systems are functioning as defined.
Minutes Per Session
Structured agenda: referral volume, commission reconciliation, shared client status, integration opportunities, and operational issues. Notes delivered within 5 business days.
Times Per Year
Four quarterly reviews per year is the minimum cadence. Either party may call an additional review at any time by providing 5 business days notice.
Dispute Resolution & Termination.
How the Partnership Ends — If It Ever Does.
Direct Resolution
Any operational dispute — commission discrepancy, referral attribution question, data boundary concern — is raised directly between the designated contacts within 5 business days of discovery. Both parties commit to a good-faith response within 10 business days. Most disputes are resolved at this level without escalation.
Senior Escalation
If direct resolution fails within 30 days, the dispute escalates to a senior decision-maker at each party — a principal, partner, or executive — who has authority to make binding decisions on the company's behalf. Both parties commit to a 30-day senior resolution window before any external mechanism is invoked.
Mediation
If senior escalation fails within 30 days, the dispute is submitted to a mutually agreed neutral mediator. Mediation costs are split equally between the parties. The mediator's recommendation is non-binding but informs any subsequent legal proceedings. Neither party may initiate litigation until the mediation process is exhausted.
✅ Term & Renewal
This Charter takes effect on the date of the last authorized signature and continues indefinitely until terminated by either party. There is no fixed term and no automatic expiration. The partnership is designed to compound in value over time — not to sunset. Annual review of Charter terms is recommended but not required. Either party may propose amendments in writing; amendments require written acknowledgment from both designated contacts to take effect.
⚠️ Termination Notice & Surviving Obligations
Either party may terminate this Charter with 90 days written notice. Termination does not extinguish commission obligations for referrals made prior to the termination date — commissions on pre-termination referrals continue for as long as those clients remain active with the receiving party. The confidentiality, non-disparagement, and IP protection provisions of this Charter survive termination indefinitely.
🚫 Immediate Termination Triggers
Either party may terminate this Charter immediately and without notice if the other party: (a) uses the terminating party's brand assets in advertising without written approval; (b) transmits PHI to DEEPdormir's systems in violation of the data boundary defined in Articles II and V; (c) represents or sells the other party's services without authorization; (d) discloses confidential Charter terms, client lists, or pricing to third parties; or (e) files for bankruptcy or ceases operations. Immediate termination does not relieve the terminating party of commission obligations on referrals made prior to the triggering event.
This Is How a Real Partnership Works.
Sign It. Activate It. Build It.
The DEEPdormir–Revado partnership is built on structural clarity, mutual respect, and a shared commercial incentive that compounds over time. No ambiguity about lanes. No conflict of interest. No exposure to each other's regulatory obligations. Just two companies that are structurally better together than apart, formalized in a document that both parties can rely on.
Three Actions to Activate This Charter
Execute the Charter
Both designated contacts sign the Charter. The signed document is held by both parties. The effective date is the date of the last signature. Commission tracking begins from the effective date.
Register Existing Relationships
Both parties identify any current clients who are already working with the other party. These relationships are logged as pre-existing referrals and documented. Commission begins from the effective date of the Charter — not retroactively.
Schedule First Quarterly Review
Both designated contacts schedule the first 60-minute quarterly review within 90 days of Charter execution. This meeting sets the operational cadence and confirms that referral tracking, commission reporting, and data boundaries are all functioning as defined.