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

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

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

3. 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

4. How does a Physician handle the First Employment Contract • They do their homework, i.e. find out the history of the Hospital/Group • They Document all Conversations in emails • They look at the location of the group • They Interact with Staff and find out what the work conditions are like • They look for an offer they can’t refuse • They get an expert in Healthcare Law to help

5. Key Factors To Look For In a Contract

6. 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

7. Key Factors to Look For in a Contract • 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

8. 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

9. h. Compensation • Minimum and Maximum shifts • Go below minimum contract expires • WRVUS • Mid levels • Pro-rated Versus Standard i. Vacation • 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?

10. 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?

11. 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

12. How do you capture the client? Whether it is the Physician or the Employer?

13. What are the things that the Physician looks for in a contract a. Location b. Money c. Benefits d. Growth – Partnership e. Work Schedule What are the things that the employer looks for in a physician a. Skill b. Work Schedule Availability c. Availability / flexibility with location(s) d. Does he want to grow? e. Satisfaction with salary offered f. Professionalism g. Reliability h. Loyalty

14. Questions?

15. Office Location 2100 Ponce De Leon Blvd., Ste 1200A Coral Gables, Florida 33134 Ph: 305-442-0083 Fax: 866-714-1745 325 Almeria Avenue Coral Gables, Florida 33134 Ph: 305-444-3484 Fax: 866-676-4671