When entering into an associate agreement in a dental practice, both the associate and the practice owner must carefully evaluate the terms of the contract in order to ensure that there is a mutual understanding between the parties, as well as legal compliance.
Below are the key aspects to consider when preparing an associate contract:
Trade Secrets and Intellectual Property Protection
Dental practices often develop unique methods, patient care protocols, and business strategies. The associate contract should include provisions to protect the practice’s trade secrets and intellectual property (IP), such as patient lists, marketing strategies, and proprietary software or tools. The contract should explicitly state that these types of assets belonging to the practice and outline restrictions on their use or dissemination during and after an associate’s employment with the practice.
Non-Disclosure Agreements (NDAs)
To safeguard sensitive information, the contract should include a Non-Disclosure Agreement (NDA). This clause ensures that the associate is prohibited from sharing confidential information regarding the practice, its patients, or its business operations with third parties, both during and after the associate’s employment. The NDA helps maintain a competitive advantage for the practice, as well as patient trust.
Compensation and Benefits
Compensation is a critical element of the contract. This section should clearly outline:
- Base Salary: A guaranteed minimum salary, if applicable.
- Production-Based Pay: If the associate’s earnings depend on production (or collections), the formula for calculating production (or collections) should be transparent and fair.
- Bonuses: The criteria for performance-based bonuses.
- Benefits: The contract should specify the benefits that the associate is entitled to receive, including health insurance, retirement plans, paid time off, continuing education allowances, and malpractice insurance. The compensation structure should align with the associate’s experience and the practice’s financial goals.
Non-Compete Agreements
A non-compete agreement prevents the associate from practicing within a specific geographic area or timeframe after leaving the practice. While a non-compete protects the practice from losing patients to a departing associate, the non-compete provision must be reasonable in scope, geographically specific, and state the duration of the non-compete. Both parties should ensure that the non-compete is in compliance with the applicable state law. It should be noted that non-compete agreements are different in every state.
HIPAA Compliance
An associate contract must address HIPAA compliance to ensure the protection of Patient Health Information (PHI). This provision should clearly outline the associate’s obligations to maintain confidentiality and adhere to HIPAA guidelines for accessing, storing, and sharing patient data. The contract should also specify that any HIPPA violation by the associate may result in disciplinary action, including termination of employment. Providing HIPPA training is essential to maintaining patient privacy, as well as patient trust.
Expectations and Job Responsibilities
The contract should provide a clear description of the associate’s roles and responsibilities, including:
- Hours of operation and on-call expectations.
- Patient care responsibilities, including minimum patient volume requirements (if any).
- Administrative duties, such as charting and coding.
- Expectations regarding participation in practice marketing or community events.
Termination Clauses
The contract must specify the conditions under which either party may terminate the contract. Key components include:
- Notice Period: The amount of notice required from both parties before terminating the contract.
- Cause vs. No Cause: Differentiate between termination for cause (e.g., misconduct) and without cause.
- Severance Pay: Whether the associate is entitled to severance upon termination.
Dispute Resolution
The contract should include a dispute resolution clause in order to outline how conflicts will be handled and resolved, such whether a dispute will be resolved in mediation, arbitration, or litigation. A clearly defined resolution process can save both parties an enormous amount of time and expense.
State and Federal Compliance
Finally, the contract must comply with all relevant state and federal laws, including regulations on employment practices, healthcare delivery, and patient confidentiality (e.g., HIPAA compliance).
Conclusion
A well-drafted associate contract protects both the associate and the practice owner, which fosters a productive and harmonious working relationship. By addressing critical areas such as trade secrets, intellectual property, HIPAA compliance, compensation, non-compete clauses, and expectations, both parties can ensure clarity and alignment of interests.
