“The Art of Contract Negotiation”Presented by: Max A. Adams, Esq.

“The Art of Contract Negotiation”Presented by: Max A. Adams, Esq.

Topics For Discussion

How does a physician handle his first contract? What makes a good contract? Key Factors How do you capture the client (i.e. Physician or

Group) Q & A

1. They do their homework, i.e. find out the history of the Hospital/Group

2. They Document all Conversations in emails3. They look at the location of the group4. They Interact with Staff and find out what the work

conditions are like5. They look for an offer they can’t refuse6. They get an expert in Healthcare Law to help

How does a Physician handle the First Employment Contract

Key Factors To Look For In a Contract

Key Factors to Look For

a. Term Of Contract1 or 2 year length

b. Contract Renews Automatic/in writing

Legal Question?

What If The Contract Is Not Renewed What Are Your Legal Obligations/

WHAT ARE THE EMPLOYER’S LEGAL OBLIGATIONS

c. Physician’s Duties

Contract Must Specifically State Principal Duties, Responsibilities, & Excluded Duties

d. Confidentiality: Trade Secrets

Employee May Be Terminated If Salary, Duties, Or Bonus Are Divulged-Comparing Salaries with other Physicians

e. Non-Competition/Restrictive Covenant

Definition Limit to one Primary Location Power of Attorney Resignation of Privileges What if contract is not renewed

Legal Question:

Can A Group Enforce A Non-compete If They Lose The Hospital Contract”- Hospitalist/Versus Private Practice = get Exception

Key Factors to Look For in a Contract

f. Work Schdule/Locations Must Be Specified In Contract

Call/Hospital Bylaws

Locations must be in writing

If Employer changes location past 10-20 miles you must agree in writing

g. Moonlighting• Critical Issue

• Lost Revenue

• Employer Will Limit

• Ask To Practice Outside Of Legitimate Business Interest Of The Group

• Minimum and Maximum shifts• Go below minimum contract expires• WRVUS• Mid levels• Pro-rated Versus Standard

h. Compensation

• Can It Be Continuous?• When Can It Be Taken?• Will Vacation be the Same for all Partners• Legal Question can you take Vacation during the

termination without cause period?

i. Vacation

Termination Clauses

For Cause:

Request A Due Process Hearing From Group/Hospital Majority Vote Of Partners/Members Cause Issues Must Be Specifically Stated In Contract Compensation stops? Legal question how can you be paid your

bonus if your terminated for cause? Time To Cure What if Group loses Contract Mention on all future Applications Hidden right of Employee?

Termination Clauses

Without Cause:

Both Parties If Terminated Without Cause, Negotiate For:

• No Restrictive Covenant• Employer Pays Tail Coverage• Full Salary/No Offset/Right to work for the

full period• Legal Question ? What about your WRVUS

Bonus?• Vacation• Benefits

How do you capture the client? Whether it is the

Physician or the Employer?

What are the things that the Physician looks for in a contract

a. Locationb. Moneyc. Benefitsd. Growth – Partnership e. Work Schedule

What are the things that the employer looks for in a physician

a. Skillb. Work Schedule Availabilityc. Availability / flexibility with location(s)d. Does he want to grow?e. Satisfaction with salary offeredf. Professionalismg. Reliabilityh. Loyalty

QUESTIONS?

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