Effectively negotiating your employment contract may be as important as the actual choice of position itself. Although most emergency doctors focus primarily on money paid and hours worked, career quality and longevity are optimized by good contract negotiation.

I am often asked: What are the most important contract provisions to consider?

First, one must carefully study the more general, descriptive contract provisions beyond just compensation. Most importantly, try to understand how the standard contract language, general provisions, and definitions interface with your personal situation.

Important Contract Considerations

• Are the work performance requirements—hours, shift times, staffing coverage models—modifiable, and under what circumstances?
• Is there compensation for additional work?
• How closely does the benefit package align with your needs?
• Is there a call coverage requirement?
• Is the institutional culture and goal setting comfortable with your personal practice style?
• Are the merit-based incentive programs defined, objective, and achievable?

Specific Contract Provisions: Renewal Term

Most contracts are not designed to bind parties together forever and will have a renewal provision. A practice that may be encountered is the use of an “evergreen clause” allowing a clear delineation of time and terms of renewal that allows planning for both parties. However, it is often used to allow for contract expiration, without the employer requirement to invoke a non-renewal or termination clause.

Ensure that there is an adequate transition notice requirement—typically 90 days in most full-time agreements—in the eventuality the contract is not renewed. This requirement provides an opportunity to review responsibility for medical malpractice tail transition and residual bonus or incentive payment.

Covenant to Not Compete

Another area of concern is the “restrictive covenant,” or covenant to not compete (CNC), attempting to exclude the physician from continuing to work at a facility in the event of a service contract change. This is contract placeholder language that attempts to prohibit an independent physician practice from competing against the facility. Hospital-based physicians may be excluded from rehire in the attempt to avoid loss of the provision of service contract by the vendor.

Although unlikely, the goal for the contractee is to eliminate the provision entirely; limiting its application and scope—by decreasing the geographic radius, length of exclusion, and type of practice—may be more likely. Additionally, you may minimize the financial effects by negotiating a liquidated damages provision attaching a value to foregoing this provision for the vendor. This construction should reflect lower unwinding costs for the parties to separate, rather than the higher costs associated with potential litigation to resolve the contract separation process.