Dentist Contract Lawyer | Attorney Review of Dental Contract | Dentists

Chelle Law provides Dentist Contract Reviews for dentists entertaining a new dental job (in a new state) or renegotiating an existing dental contract. You have worked hard to develop your skills and deserve to advance in your professional career with a fair-market-value dental agreement based on equitable terms. 

So, when you are about to enter into a dental contract, getting dental covenants reviewed before signing with a new business is vitally important.

The terms of dental covenants will impact your load of patients, your practice setting, and your day-to-day life. Chelle Law reviews your dental contract’s content, identifies areas that could improve, and assists you in obtaining the best dental contract possible. Each provider that requests our assistance with dental agreement analysis receives:

• Available in any state
• Flat-rate pricing, with no hidden costs
• Review of your proposed dental agreement
• Phone consultation with one of our attorneys, reviewing the dentistry contract term by term
• Follow up with a summary of the needed clarifications

Dentists Should Seek Legal Counsel

These touchstones are even more crucial when applying their roles to the case of a dentist employed by a dental group or another dental provider. The present-day conclusion is simple: A dentist should not sign dentistry contracts in any state without having the content of the dental agreement reviewed by legal counsel. 

For instance, to ensure ADA compliance, associate compensation, disability insurance, student loans, malpractice, associate training, member marketing guidance, etc.

Dentist Contract Checklist Reviews and Legal Information

Each dentist’s contract is unique. However, nearly every dental contract for dentistry professionals should contain several essential terms regardless of its state. 

If the dental employment agreement does not spell out these essential terms, disputes can arise based on disagreements between the employer and employee as to the details of the specific term.

For instance, if the DDS or DMD expects to work at the practice Monday through Thursday and the employer expects the provider to work Monday through Friday. But, the specific workdays are absent from the Dentistry Agreement. Who prevails? Spelling out the details of your job is crucial to avoid conflicts during the term of your employment. We can analyze dentist contract clauses for each new associate.

Essential Terms for Legal Review

Below is a checklist of essential terms that contracts should contain (and a brief explanation of each term):

1. Services Offered: What are your patient care duties for the dental practice? Are you given time for administrative tasks?
2. Patient Care Schedule: What days and hours per week are you expected to provide patient care and have contact with patients?
3. Locations: Which dental practice or facilities will you be based at to provide care at (outpatient clinic, surgical sites, in-patient services, etc.)?
4. Outside Activities: Are you permitted to pursue moonlighting or locum tenens opportunities? Do you need permission from the employer before you accept those positions?
5. Call Schedule: How often are you on call with the dental practice (after hours office call)?

Dentistry Contract Benefits

Below is a list of Dental Contract Benefits that you should keep an eye on:

1. Electronic Medical Records (EMR): What EMR system do they use? Will you receive training before providing care?
2. Base Compensation: What is the annual base salary? What is the pay period frequency? Does the base compensation increase over the term of the Dental Agreement?
3. Productivity Compensation: If there is productivity compensation for the associate, how is it calculated (wRVU, net collections, patient encounters, etc.)?
4. Benefits Summary: Are standard benefits offered: health, vision, dental, life, disability, retirement, etc.?
5. Paid Time Off: How much time off do they offer? What is the split between vacation, sick days, CME attendance, and holidays? Are you free to take time off whenever you want?
6. Continuing Medical Education (CME): What is the annual allowance for CME expenses, and how much time off are they offering?
7. Dues and Fees: Which business expenses are covered (licensing, DEA registration, privileging)?
8. Relocation Assistance: Is relocation assistance offered? What are the repayment obligations if the Dental Agreement terminates before the expiration of the initial term?
9. Signing Bonus: Is a signing bonus offered? When is it paid?
10. Professional Dental Malpractice Insurance: What professional liability insurance are they offering: claims made, occurrence, self-insurance?

Professional Liability in Dental Associate Agreements

1. Tail Insurance: If tail insurance is necessary for the dental associate, who pays for it when the Dental Agreement terminates?
2. Term: What is the length of the initial term? Does the Dental Agreement automatically renew after the initial term?
3. For Cause Termination: What are the grounds for immediate termination for cause?
4. Without Cause Termination: How much notice is required for either party to terminate the Dental Agreement without cause?
5. Post-Termination Payment Obligations: Will you receive production bonuses after the Dental Agreement terminates?

Restrictive Covenants in Contracts

1. Non-Compete: How long does the non-compete last and what is the prohibited geographic scope?
2. Non-Solicitation: How long does it last and does it cover employees, patients, and business associates?
3. Notice: How is notice given? Contact via email, US mail, etc.?
4. Assignment: Can the employer assign the Dental Agreement?
5. Venue:  Where will litigation and any law conflicts be heard?
6. Alternative Dispute Resolution: If there is a conflict, will mediation or arbitration process be utilized? Who decides what attorney oversees the process? Will it be a health care attorney?

How to Get out of a Dental Agreement with a Non Compete

A dental non-compete clause in agreements was initially considered a restraint of trade and thus was invalid on the grounds of public policy at common law; however, many restraints of trade incident to employment contracts were upheld based on the rule of reason. Thus, restrictive covenants between dentists not to compete after the termination of employment are generally enforceable as long as it is reasonable.

However, a few states prohibit healthcare provider non-compete clauses. Please check your state laws for dental non-compete agreements to see the specific rules for your state. 

The general test for reasonableness of non-competition agreements holds that on termination of employment, consider a covenant that restrains an employee from competing with his former employer as reasonable if:

• The restraint is not more than required for protecting the employer.
• It does not inflict any untold of hardships to the employer, and
• The restraint is not injurious to the public.

Unreasonable Non Compete Practices in a Dental Employment Contract

For instance, a non-competition clause in Ohio was unreasonable when the state noted that the provider’s sub-specialty was uncommon. That it would be harsh if the employer enforced the restrictive covenant. The hospital where they precluded him from practicing was only one of the few institutions in the area where he could practice his specialty.

Thus, in Ohio, covenants restraining providers from competing with their employer on contract termination are considered unreasonable if:

• It inflicts untold hardship on the veterinarian.
• Is injurious to the public.
• If the demand for the dentist’s medical expertise is vital for the community people, and
• If the dentist’s services are essential for the public’s health, care, and treatment.

However, non-competition clauses for dentists, in general, are enforceable as long as they protect some of the employer’s legitimate interests.

Dental Agreements Pitfalls: Disorganized Practice, Malpractice Insurance, Lack of Associate Resources

Dentists face many risks when they take the review of contracts into their own hands. 

Dental contract terms are highly negotiable and significantly impact professional life, practice, lifestyle, family, and the future. 

There are many important dental contract terms and clauses which can provide and present new complex and diverse issues for any DDS or DMD, including:

• Unfavorable call schedules
• Small Production Bonuses
• Lack of Benefits
• Not enough paid-time-off
• Not enough vacation time
• Unfair Non-Compete
• Inadequate professional liability coverage

What is Dental Associate Employment Agreement? 

A dental associate employment agreement is a contract between the dentist’s employer (practice owner) and an employee (dental associate) that sets out the terms and conditions of employment.  

The agreement specifies the services the employee will provide, the duration of employment, and other relevant details that should guide the dental associate and the practice owner in working together.

It is vital to have a dental contract lawyer review your employment agreement before signing it. This way, you can be sure that the contract is as fair and reasonable to you as it is to your employer.

How to Negotiate a Dental Associate Contract | Dentist Employment and Dental Negotiations

How should you negotiate an associate contract? I’ll give some tips and tricks to get a better contract. There’s a difference in negotiating contracts between somebody just out of training and somebody already established in a community. 

You’ll have more leverage if a corporate practice or another group brings out your practice or wants you to join them. And you have an established patient base. Suppose you’re coming out of training. What do you need to do to put yourself in the best position to negotiate a contract? 

For most dentists, the most important things are salary. Is it a base salary? A daily rate? Is it a net collection? How do you terminate the contract? Can you get out of it with a certain amount of notice or benefits? Are they paying for your license, DEA registration, credentialing, or continuing education, and are there signing bonuses and relocation assistance? Will you be paying them back if you leave within a certain time?

Probably the two highest priorities are: who’s paying malpractice insurance? And who must pay for tail insurance after the contract terminates if it’s a claims-made policy? 

Also, the non-compete is some people’s absolute, most important thing in the contract. If they’re tied to a community, kids in school, or family, they absolutely can’t leave. Then it would help if you had a reasonable non-compete that would not make your move entirely out of the area.

Top 7 Dentist Labor Statistics (2022 United States)

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Dentist Additional Information

Dental associate contract red flags. There are dozens of red flags in a contract. However, a handful is necessary to take a solid look at, and we’ll go over those. 

The first thing would be no without cause termination. In any employment contract, there will be a section called term, which means how long the contract is. Then termination, how parties can terminate the contract. 

Parties can terminate contracts in several ways. The term could end, and if it’s not renewed, parties can terminate it by mutual agreement. They could also terminate it for cause. If one of the parties breaches the contract but doesn’t fix the breach, the other party generally has the option to terminate the agreement immediately.

Without-Cause Termination

And then the last and most important way is without-cause termination. It simply means that either party can terminate the agreement at any time with a certain amount of notice to the other. Typically, it takes somewhere between 30 to 90 days. I find this especially important for dental associates. Without the ability to terminate the contract at any time, let’s say the dental associate has a two-year contract, and they cannot terminate without cause. Unless the other party breaches the contract, you’re essentially stuck there for two years. 

There are plenty of scenarios where if a dentist associate is on net collections, volume, and compensation, the owner will generally, I’d say, overestimate what the associate will make. And so, they can get a job if they don’t get paid a daily rate or a salary. It’s more of eating what you kill and getting a percentage of whatever is collected, and the volume isn’t there, and you’re not making nearly as much as you expected. You still would have to play out the rest of those two years. And that is a situation no one wants to be in. So, the first thing is to ensure there’s without-cause termination at any time. 

Sometimes, the employer will try to say you can’t give notice in the first year, in the first six months. No, anytime you start, you provide notice, you do your, whatever the notice period is, move on. It’s vital.

Compensation

If you are a dentist and you earn on either net collections, encounters, or some volume metric, and you are not 100% certain that the volume is there for you, you need to be very careful about taking that job.

A daily rate or a base salary, especially in the first year or two, insulates the dental associate from getting screwed entirely by an employer who is unwilling to make an income guarantee. They bring in a dentist, but in that circumstance, only pay them based on volume metric.

Like in the example I gave, if a dentist starts, their compensation is based purely on production, and the production is entirely out of their hands. They’re not doing the marketing. It is on the employer to drive the business, and it’s a problem.

So, it’s crucial to have a guaranteed salary or daily rate for anyone new, maybe just out of training or relatively new. And then once you’re there, and perhaps you’ve been there a year or two, and you see that the volume is there, maybe potentially you can make more under the collections model. Well then, talk to the owner about switching. 

But at the very beginning, I find most places that try to lure dental associates in with big numbers. It rarely shakes out that way.

Non-Competes

Another big red flag is the non-compete. It is one thing that varies from state to state. Each state has its view on what’s a reasonable non-compete. Non-competes are enforceable. In almost every state, California, New Mexico, and Massachusetts are three of the few states that are completely unenforceable.

But for most states, it must be a reasonable length, usually about 12 months. Sometimes they’ll try to do two years, then some reasonable geographic restrictions, usually somewhere between 5 to 15 miles. 

If you have a five-year, 50-mile non-compete, that’s crazy! You don’t want to sign something like that.

You want it to be no more than a year and no more than, I would prefer, 10 miles from your primary practice location. Many of these big corporate dental offices have multiple locations in the area. They will state it’s 10 miles or whatever the geographic restriction is from every place they own, even if the dental associate didn’t provide care or work in that location.

No, you can’t agree with that. It needs to state that it will only apply to the locations where the dentist provided care, and even then, try to limit it to no more than two locations. 

In big cities, corporate dental conglomerates continue to gobble up some dentist-owned practices. And so, if someone is 10 locations in a city and it’s 10 miles from the ten sites, it’ll knock you out of your city. So, what’s in the non-compete is undoubtedly important.

Benefits

Then last, I’ll touch on the benefits briefly. The employer should pay for the license, DEA registration, and continuing education if a dental associate is an employee. If you’re moving from out of state, reasonable moving expenses and reimbursement are normal things an employer should pay for you. So, think about that as well.

Getting out of a Dental Associate Contract

How to get out of a dental associate contract? When you are a dental associate, you will sign one of two contracts: an employment agreement or an independent contractor agreement.

Ultimately, it’s the same way of terminating the agreement. Still, I’ll talk specifically about the employment agreements because those are, I’d say, the standard type of agreement for a dental associate to sign. When the contract is signed, there will be language in the contract that states the term of it — how long it lasts.

How to Terminate a Dentist Contract

Then also, termination, means how either party can terminate the agreement. As far as the term is concerned, usually, it will be one of two things.

There is a fixed term with automatic renewals. It could be like a one-year term, which automatically renews for one year unless terminated. Or I’d say more often recently, there have been evergreen contracts where there’s no term listed at all. It just states the contract continues until someone terminates it. One is not better than the other. It’s ultimately the same result. 

After you find out what the term is, go to the section about termination. One way to terminate a contract is by mutual agreement. If both parties feel like it’s just not working out, they don’t need or require a certain amount of notice. They say, alright, this doesn’t work out. We’re both just going to wash our hands of this and move on.

Two, if there was a fixed term, let’s say it was one year, and there was no language about automatic renewal. If the one-year term expires, neither party decides to renew, the contract terminates, and that’s it.

For Cause Termination

For-cause is another type of termination. If one party is in breach of contract, there’ll be language stating that the party who thinks the other is in violation has to give them written formal notice that says, you’re in breach of contract due to this.

Typically, there would be a language called a cure period. The cure essentially gives the party breaching the contract a period to fix whatever the problems are. Typically, it’s somewhere between 15 to 30 days. 

In this scenario, let’s say the dental office is not paying the bonus they said it would. Or it’s not timely, or whatever the issue is. The dental associate would send them a written letter saying, “We agreed that you would pay me this bonus. But you haven’t paid this. You are in breach of contract, you have 15 days to fix the breach, or I can terminate the contract immediately.”

That’s one way to get out of the contract.

Without-Cause Termination

The last way and most frequent way is through what’s called without-cause termination. Every contract that a dental associate sign needs to have without cause termination. That means either party can terminate the agreement at any time with a certain amount of notice to the other. 

Why is this important? I find this, especially in the dental industry. The volume/if compensation tied to collections can be puffed up before the dentist starts. And so, they might get into a situation where they’re being paid purely on production. The volume simply isn’t there. They’re making nothing. They’re stuck in a contract if there’s no without-cause termination language.

So, you want somewhere between 30 to 90 days without cause termination notice. How that would work is just like if someone is in breach, the dentist will then state in the written letters that “I’m terminating the agreement. Per without cause termination, my last day at work will be X date, appreciate the opportunity.” And that’s it, that’s all you must do. That’s the most standard way of getting out of a dental associate contract. 

The same goes for them as well. If they don’t think it’s working out with the dentist, they can give them notice. Then either make the dentist work out whatever the notice period is. Or sometimes tell them, “Look, go home. We don’t need you anymore.”

However, they still must pay you for that notice period. So, if you had a 30-day notice, the dental office states we’re terminating the agreement and don’t want you to come to work tomorrow. They still would have to pay the dentist for those 30 days. 

Now, the tricky part comes in. If you’re not on base salary, you’re not getting a daily rate, or you’re only getting paid on production. Obviously, if you’re not productive, you will not get paid.

Importance of Notice Period

Then there needs to be a discussion before signing the contract and getting the language there, so the dentist isn’t essentially working for free. Or they still get paid for that notice period. There is a notice period, at least in the healthcare field, generally for continuity of care. They don’t want a dentist or any healthcare provider just not to show up one day and say, I’m leaving.

And then there’s a bunch of patients on schedules, people who need work done, and there’s no one to provide that. They can put the patients in a tough spot if there’s just no notice and their provider leaves. It is not the dental associate’s problem. 

However, if they give enough notice, these are the patients of the practice, not the dental associate. And so, when the dental associate terminates the agreement or if the employer terminates them, once they leave, they have no obligations as far as the patients go or worrying about referring them out or transitioning somebody else. That’s the employer’s problem. 

So, to get out of a contract, the term can end, you can mutually agree to terminate it, you can terminate it for cause if the other party doesn’t fix a breach, or you can give without cause termination in a letter, finish out your time and move on.

Consultation with Chelle Law Dental Contract Lawyers

When an experienced lawyer reviews dental contracts, you will find great financial benefits that outweigh the cost of the contract’s review. If you require legal assistance with a dental contract review, schedule a review with Chelle Law today!