Introduction to Contract Review and Negotiation

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Introduction to Contract Review and Negotiation Robert W. Smithee, JD Director Virtual Medical Group Programs Center for Healthcare Innovation, Education and Research
Title: Introduction to Contract Review and Negotiation 1 Introduction to Contract Reviewand Negotiation
  • Robert W. Smithee, JD
  • Director
  • Virtual Medical Group Programs
  • Center for Healthcare
  • Innovation, Education and Research
  • Texas Tech University
  • 2 Discussion Topics
  • Structure and Content of the Contract
  • Terms and Definitions
  • Review the Contract
  • Negotiate the Contract
  • Special Issues
  • 3 Legal definition of a contract A promise, or set of promises, a breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty. 4 Rule Number One in working with contracts (three parts)
  • Read the Contract!
  • Read the Contract!
  • Read the Contract!
  • 5 Rule Number Two in working with contracts (three parts)
  • If you dont understand the contract, dont sign it!
  • If you dont understand the contract, dont sign it!
  • If you dont understand the contract, dont sign it!
  • 6 General Considerations
  • Most contracts are drafted to benefit the party who writes the contract.
  • Either party has the right to expect that the other party will read and understand the terms of the contract before signing it.
  • Neither party has an obligation to prevent the other party from agreeing to, or identifying, provisions which may not be in the other partys best interests.
  • A verbal contract isnt worth the paper its written on. If its not in the contract, then it doesnt exist.
  • 7 Structure and Content of the Contract
  • Purpose of the Contract
  • Parties to the Contract
  • Definition of terms used in the Contract
  • Body of the Contract/Terms and Provisions
  • Term of the Contract/effective dates
  • Remedies/Penalties
  • Addendums to the Contract
  • Signature Page
  • 8 Terms and DefinitionsAs Used in the Contract
  • Many contracts will have a section for terms and definitions if it doesnt, or you dont understand the term, get an explanation.
  • Dont hung up on legalese.
  • Look in the body of the contract to make sure no unfamiliar or unexplained terms are used.
  • Understand the effect of provisions or terms, such as agrees to, acknowledges that, indemnify and hold harmless, breach, etc.
  • 9 Review the Contract
  • Read the entire document and note terms or provisions for further explanation.
  • Make sure the contract contains all appropriate sections, and all addendums and attachments.
  • Use a checklist to review specific terms, and to identify and provisions not in the agreement. Sometimes what is left unsaid is just as important as the stated terms.
  • Make sure you know how provisions of the contract will work and what your duties and liabilities are.
  • 10 Review the Contract (cont)
  • If necessary, meet with the other party, an attorney, or someone experienced in contract negotiations to insure understanding of specific terms or provisions.
  • Get all questions answered before a final review.
  • Make a list of topics for negotiation, noting specific problem issues.
  • Be Prepared!
  • 11 Elements of a Physician Employment Contract
  • Production
  • Educational Loans
  • Non-Compete Clause
  • Partnership Track
  • Benefits
  • Health
  • Disability
  • Professional Liability
  • Employment Status
  • Employee
  • Contractor
  • Shareholder
  • Associate/Partner
  • Salary Guarantee
  • Guarantee Forgiveness
  • Termination/Discipline
  • With/Without Cause
  • Work Schedules
  • Hours
  • Call
  • Vacation
  • 12 Negotiation 101Tips and Techniques
  • Be Reasonable, start with a good attitude.
  • Negotiation is give and take you may not get everything you want.
  • Decide what you want to negotiate make a list. Note what is nice to have and what is a deal-breaker.
  • Who was that masked man? Dont waste time negotiating with someone who cannot make changes to the contract or make a decision.
  • 13 Negotiation 101Tips and Techniques (cont)
  • Schedule enough time to review and negotiate the agreement, dont be rushed to make the deal.
  • If there are important issues not addressed in the contract ask for additional documents or information, such as call schedules.
  • If any changes in the contract are agreed to, get it in writing.
  • 14 Special Issues
  • Some contracts cant be negotiated, or will have some terms that cant be negotiated be realistic.
  • Ask to review other documents that may impact provisions of the contract, such as partnership agreements, productivity reports, financial information.
  • Once the contract is signed, it is legal and binding. Challenging terms of the contract after the fact is expensive and time-consuming, even if you are right.
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