January 27th, 2025
Physician Contract Reviews In 2025 And Beyond by Jim W. Vogele
WELCOME to 2025, physician contract readers! I look forward to helping you with your physician contract review needs this year and beyond.
My contract reviews are limited to the four states where I am licensed to practice law: Washington, Oregon, California, and Montana. While I have substantial experience as a trial lawyer over the course of many years, today I primarily work with healthcare practitioners on employment contract matters. I’ve seen 1,000 physician contracts over the past decade; besides MDs and DOs, I also work with dentists, optometrists, naturopaths, acupuncturists, Advanced Practice Providers, veterinarians, and others – so long as the advice they need pertains to an employment contract, I’m happy to help.
When I had Contract Law many years ago in a course taught by the renowned legal scholar, Professor Phillip Areeda (whose real specialty was antitrust law), I had no idea that I’d be so extensively engaged in working with contracts in my career. But it makes sense, because my primary area of expertise is employment law and employment is always at its heart a contractual relationship. An Oregon physician contract review client recently said that my specialty in reviewing and advising on physician contracts is in high demand. While I’m certainly busy, I didn’t necessarily realize that there is a “high demand” for physician contract review services. But if the number of queries I’ve received over the past few years from potential physician contract review clients is an indication, I suppose there is a reasonably high demand.
What are the reasons for this? Most importantly, physician employment contracts set the basic parameters of your working life, which constitutes from one-third to one half of the 168 hours we all have in a week. I mention up “to one-half” because, if you are a physician (or a lawyer), you have quite likely seen some 80-hr workweeks – not ideal, one might argue, but it happens. As a resident or fellow (or formerly one or the other or both), you have trained assiduously for many years, very likely incurring not insubstantial debt for the pleasure of doing so, and your physician employment contract, at last, represents an offer for, and the specific terms of, a highly-compensated employment position; an offer and position which you have earned by dint of hard work over the course of many, many years. And your new employment relationship will involve many legal, ethical, and regulatory obligations. Hence, understanding the agreement is the most basic due diligence required in this world of healthcare, which is, indisputably, a world of business, just as it is a world of creativity and caring for one’s fellow human beings.
I discuss below a few of the reasons why engaging an experienced physician contract review attorney may be important to you.
The Terms of Your Employment
Elsewhere on this website I’ve discussed in some detail basic physician contract terms, such as:
- Compensation
- Benefits
- Malpractice Insurance
- Termination provisions
- Exclusive services terms
- Restrictive covenants
- Invention assignments
- Confidentiality provisions
- Schedules, including on-call obligations
- Recruitment terms, including signing/relocation bonuses, and student loan assistance
- Duties and obligations to patients and employer
- Etc.
There are certainly more, but to speak of just one of the above, we all know that compensation provisions are of obvious importance and can include a virtually endless array of components and options, from the most straightforward guaranteed base pay compensation to shift work, hourly work, and all manner of complex productivity models. I can’t say I’ve seen all of them, but I’ve seen most of them.
When working with residents and fellows, I find a fairly wide range of familiarity with wRVUs (or lack of familiarity . . . but not to worry, while in residency and/or fellowship you are not necessarily introduced in any meaningful way to wRVUs and are not compensated based upon them). In short, wRVUs can be used to calculate physician compensation, often in the form of bonus compensation for productivity above target thresholds, typically set at around the level of your base compensation/salary. If you are an experienced physician, you likely have a grasp on the operation of wRVUs, the role of CMS in establishing wRVUs as productivity measuring sticks, and how the total RVUs times conversion rate will equal a total $ number, which can represent your total compensation or merely be a productivity component of your total compensation.
And when it comes to compensation, don’t forget about “quality metrics,” which are often the basis for a bonus of, e.g., up to 10% of your base pay; and which, you can hope, are based on objective criteria, such as timely completion of charts and patient records, regular meeting attendance, and participation in peer review or marketing efforts.
Other financial aspects of your physician employment contract may include sign-on bonuses, retention bonuses, relocation expense reimbursement, perhaps student loan repayment assistance, as well CME stipends and payment of other routine expenses such as medical license fees, DEA registration, and perhaps subscriptions to journals or memberships in professional organizations — all of which are important to becoming and remaining a well-rounded and up-to-date medical professional. While there will not often be strings attached to the latter, relatively minor expenses, there are often tenure requirements to avoid repayment of part or all of the larger financial rewards such as signing on bonuses, relocation expenses, and student loan assistance.
In any event, without getting further ‘into the weeds’ on the various aspects of compensation that you’ll find in your employment contract, suffice to say that the details matter and a physician contract review attorney can help you sort through and understand these, and perhaps negotiate them as well.
Choices to Make
An unscientific tabulation of my physician clients suggests that most have narrowed their choice of employment positions to just one option by the time they contact me. To be sure, some of my clients are still considering multiple offers when we engage in a physician employment contract review. Indeed, each year I will on occasion review more than one contract on behalf of an individual client, in which case I’m typically offering a reduced rate on the second contract, but that depends on a few variables. Here I’m talking about reviewing more than one contract for a single physician up-front, i.e. the physician is a resident or fellow who is embarking upon their first full-fledged employment contract. This is different than a returning client for whom I’ve previously reviewed a contract – a scenario which happens frequently, I’m proud to say, as I have many repeat physician contract review clients, as well as new physician clients who are referred by past clients.
A word about marketing here . . . is that I’m not very good at it. This is to say, traditional marketing, networking, advertising and so forth have never been my forte. If I am any sort of rainmaker, that is primarily a result of doing good work, which clients appreciate. When I was litigating lots of cases, that good work could generally be measured, in objective terms, by good financial results, whether in settlements or verdicts or judgments; but also in more subjective terms in feedback received from clients who were happy with the results – as most lawyers have, I’ve had a few clients who did not necessarily obtain a great result objectively, yet were happy about having stood up for a principle.
And then there are these little website articles. They are a form of marketing and something I enjoy – perhaps I procrastinate occasionally in the writing, like many people do, but at the end of the day, I always get the article writing done – using my own wits and effort — and I enjoy it.
Specialties upon specialties
As mentioned, I have reviewed literally a thousand physician contracts and I still frequently encounter new twists and approaches to fundamental issues and contract provisions, new and/or unique compensation models and so forth. Not to mention good old typographical errors or just poor writing, which usually means ambiguous writing, that requires a “point of clarification” request to your prospective employer.
The list of specialties and practices in the physician contracts I’ve reviewed in just the past couple of years is substantial and varied. It includes:
- Anesthesiology contracts
- Cardio-Thoracic Surgery contracts
- Cardiology Noninvasive contracts
- Concierge Medical Practice contracts
- Dermatology contracts
- Dermatopathology contracts
- Emergency Medicine contracts
- Endocrinology Metabolism contracts
- Family Practice contracts
- Gastroenterology contracts
- General Surgery contracts
- Gynecological Oncology contracts
- Hematology-Oncology contracts
- Hospice Palliative Care contracts
- Hospitalist contracts
- Internal Medicine – General contracts
- Neonatology contracts
- Neurosurgeon contracts
- Neurology contracts
- Neurology Stroke Medicine contracts
- Ob-Gyn contracts
- Ob-Gyn Oncology contracts
- Oncology contracts
- Ophthalmology contracts
- Oral Surgery contracts
- Orthopedic Surgery contracts (all sub-specialties therein)
- Orthopedic Surgery Sports Medicine contracts
- Orthopedic Trauma contracts
- Otorhinolaryngology contracts
- Pain Medicine contracts
- Pain Medicine Nonanesthesia contracts
- Pathology contracts
- Pathology Anatomical and Clinical contracts
- Pathology Hematopathology contracts
- Pathology Surgical contracts
- Pediatric Cardiology contracts
- Pediatric General contracts
- Pediatric Endocrinology contracts
- Pediatric Neonatology contracts
- Podiatry contracts
- Plastic Surgery contracts, i.e. surgery plastic and reconstructive contracts
- Primary Care contracts
- Pulmonary General contracts
- Pulmonary-Critical Care contracts
- Psychiatry contracts
- Radiology – Diagnostic contracts
- Radiology Neurology contracts
- Rheumatology contracts
- Sleep Medicine contracts
- Sports Medicine contracts
- Surgery – Breast contracts
- Surgery – Endocrine contracts
- Surgery – Oncology contracts
- Surgery – Trauma contracts
- Surgery – Vascular contracts
- Thoracic Surgery contracts
- Urology contracts
- Uro-gynecology contracts
- Veterinary Medicine contracts
- Veterinary Medicine Small Animal contracts
- Veterinary Medicine – Equine Surgery contracts
- Any of the above for practices with the following academic institutions: UW, OHSU, UCSF, Stanford, USC, UCLA, UCSD and more.
That’s a long list and I include it here simply to let you know that I have a pretty solid base of knowledge and experience to draw upon in reviewing your contract.
And there’s always something
One thing that physician contracts are not – which still surprises me – is uniform.
But wait! Just above, in this very article, there was a long list of common physician contract provisions — so how can there be little to no uniformity? That’s a fair question. And most physician contracts do indeed address a common set of subjects; but that does not mean that those subjects are addressed uniformly from employer to employer. Far from it.
While there are a few obvious examples of provisions that generally look quite similar (and here, I’m referring to terms specific to physician employment contracts, and not simply to the boilerplate, blackletter law terms like those found at the end of most contracts in any field, e.g. integration or assignment clauses or governing law provisions and the like).
An example would be the nearly universal termination “for cause” or “with cause” provisions that can be quite similar from one contract to the next. As I usually call them, these are the “if something bad happens” grounds for immediate or automatic termination. The reasons an employment contract may be terminated immediately include: (a) you lose your license to practice medicine; (b) you are defrauding, or even accused of defrauding CMS (Medicare/Medicaid); (c) you are abusing illegal (or legal) drugs; or (d) you become uninsurable under the employer’s professional liability (medical malpractice) policy; yes, there are some large organizations that are self-insured, but not many.
Further regarding the “with cause” terms, most physician contracts do include a fairly similar laundry list of horribles that will or can lead to immediate/automatic termination. But what about termination “without cause” or “at will,” which are synonymous and refer to termination for any legal reason or for no reason at all as the case may be? The specifics of “without cause” termination terms vary substantially. The contract may specify 90 days notice is required. Or 60 days. Or 120 days. Or 180 days. Or, in Montana (and occasionally in California), there may not even be a “without cause” or “at will” option to terminate. We can discuss what that means if you happen to have such a contract – but, the point is, even regarding the most common type of physician contract provisions, your particular contract may be unique; and when it comes to without cause termination provisions, that includes the consequences of terminating as well as the process for doing so. I would say that it’s not ‘rocket science,’ but it behooves a close reading of the contractual textual provisions, read and interpreted together, and experience in the process is helpful.
Which is all to say that even with contracts that may be similar in the macro view, it is usually the micro view, the details, that matter the most. If you need a physician contract review in Oregon, California, Washington, or Montana, I am happy to help. Here is hoping that your 2025 is entirely successful, productive, and rewarding!
