Education

Physician Contract Clause Library

Plain-English explanations of the clauses physicians should understand before signing an employment agreement, compensation exhibit, pro forma, or renewal.

Analyze These Clauses
Is this clause library legal advice?

No. It is an educational checklist. A qualified attorney should interpret contract language, local law, and negotiation strategy for the specific agreement.

Which clauses usually deserve attorney review?

Restrictive covenants, malpractice tail, unilateral compensation changes, repayment obligations, termination provisions, productivity formulas, reassignment rights, indemnification, dispute resolution, incorporated policies, and partnership-track language commonly deserve focused legal review.

Compensation mechanics

Review base salary, guarantee duration, wRVU or collections formulas, crediting rules, quality metrics, unilateral amendment rights, and the survey source used to justify market position.

Compensation change rights

Look for language allowing the employer to change compensation policies, productivity thresholds, conversion factors, quality metrics, or bonus rules without mutual written agreement.

Productivity crediting

Confirm how wRVUs, collections, modifiers, advanced practice clinician work, team-based care, consults, inpatient work, procedures, and payer delays are credited to the physician.

Bonus eligibility and timing

Quality bonuses, signing bonuses, retention bonuses, productivity bonuses, and annual incentives should state eligibility, measurement periods, payment dates, proration, and whether the physician must be employed on the payment date.

Restrictive covenants

Noncompetes, nonsolicits, patient restrictions, facility restrictions, and affiliate language should be checked for state law, specialty scope, geography, duration, and patient-continuity carve-outs.

Patient and referral restrictions

Separate patient nonsolicit, referral-source, marketing, and chart-access provisions can matter even when a traditional noncompete is narrow or unenforceable.

Malpractice and tail

Occurrence coverage, claims-made coverage, tail responsibility, trigger events, payment timing, and exceptions for without-cause termination can materially change exit cost.

Indemnification

Indemnity clauses can shift losses, legal fees, billing disputes, compliance issues, or third-party claims to the physician. The scope should be reviewed carefully.

Termination and renewal

Without-cause notice, cure periods, immediate termination events, nonrenewal mechanics, patient handoff duties, and survival clauses should be clear before signature.

For-cause termination

For-cause events should distinguish immediate termination from curable issues such as paperwork, documentation, productivity, professionalism concerns, or medical staff matters.

Survival clauses

Some obligations continue after termination, including repayment, confidentiality, restrictive covenants, indemnity, tail coverage, records duties, and dispute terms.

Repayment obligations

Signing bonus, relocation, loan repayment, stipend, and fellowship stipend clawbacks should be prorated and should state when repayment is waived.

Benefits and expenses

CME allowance, licensing, board fees, DEA registration, society dues, disability coverage, retirement contributions, health benefits, phone, travel, and professional expenses should be specific rather than left to policy discretion.

Workload and locations

Call frequency, weekends, holidays, post-call relief, clinical hours, administrative time, outreach sites, telehealth, and affiliate coverage can determine the practical value of the compensation package.

Call coverage

Call language should address frequency, backup, trauma burden, holiday rotation, post-call relief, uncompensated coverage, extra-call pay, and whether call can materially increase.

Practice sites and reassignment

Location provisions should define primary sites, outreach expectations, hospital coverage, affiliate facilities, telehealth duties, and whether the employer can reassign the physician.

Administrative and teaching time

Medical director duties, teaching, research, committee work, supervision, chart completion, and administrative tasks should be tied to protected time or compensation when material.

Outside work and conflicts

Moonlighting, expert witness work, consulting, speaking, research, media, inventions, and equity interests may require approval or create ownership and conflict restrictions.

Credentialing and privileges

The agreement should clarify consequences if payer credentialing, hospital privileges, licensure, board certification, or medical staff approval is delayed or denied.

Billing, coding, and compliance

Contracts may require compliance with coding policies, documentation standards, audits, refund obligations, payer rules, and repayment of losses tied to physician conduct.

Dispute resolution and venue

Arbitration, jury waivers, venue, governing law, fee-shifting, injunction rights, and notice procedures affect how disputes are handled if the relationship breaks down.

Partnership or ownership track

If partnership, shareholder status, buy-in, collections sharing, ancillary revenue, or governance rights are discussed, the contract should state objective timing and criteria.

Policies incorporated by reference

Employer policies, compensation plans, handbooks, medical staff bylaws, call policies, and compliance manuals can change the bargain even when they are outside the main agreement.