How The Contract Review Process Works

After receiving your contract from your dream place of work, the first thing you might automatically want to do is just sign and get on with it, especially if the offer looks really good.

But if there’s one thing we’ve learned from our years of reviewing contracts, it’s that offers often aren’t as good as they initially appear on paper.

Beneath those attractive salary figures, there are often hidden terms that you might easily overlook.

While we strongly recommend reviewing your contracts with a physician attorney, we’ve created this guide to help you understand the contract review process.

Consider it an extra layer of protection.

Step One: Legal Analysis

When a physician receives an employment contract, the very first substantive step should be a comprehensive legal analysis. Beyond scanning for typos or salary numbers, this involves analyzing the full legal structure of the offer to determine what it really says.

Understanding the “Bones” of the Agreement

Every physician contract has structural components that govern how your professional life will be managed. During legal analysis, the goal is to identify and evaluate:

• Term and Termination : When does the contract begin and end? Can it be terminated early? If so, by whom, and under what conditions?

• Notice Periods: Are you required to give 60, 90, or even 180 days before leaving? Is the employer required to do the same?

• Duties and Scope of Practice : Are your clinical responsibilities clearly defined? Are there clauses that allow your duties to be changed without your consent?

This is where your physician contract lawyer identifies discrepancies between your expectations and the legal requirements in the document.

Risk Assessment Clauses

A proper legal analysis doesn’t just protect you from lawsuits; it guards your income and reputation, amongst other things.

Under risk assessments, you want to check:

• Malpractice Coverage : Is It occurrence-based or claims-made? Who pays for tail coverage?

• Liability and Indemnification : Can you be held personally liable for administrative or billing errors?

• Dispute Resolution : Will conflicts go to court or arbitration? Are you giving up rights without knowing it?

Compensation Terms

The structure of how you’re paid (base + incentive + RVU + collections) must be examined. Ask:

• Are the bonus terms objectively measurable or open to manipulation?
• Does the contract allow unilateral changes to your pay formula?
• Are clawback clauses or payback provisions buried in dense language?

Restrictive Covenants and Post-Termination Traps

Here’s where many physicians unknowingly sign away their future options:

• Non-Compete Clauses : How wide is the geographic scope? How long is the restriction? Is it even enforceable in your state?

• Non-Solicitation and Confidentiality : Will you be limited from hiring staff or contacting patients if you leave?

• Intellectual Property Rights : Do you lose control of any research, course material, or inventions you create?

Legal Clarity

Some contracts might include vague language that leaves room for flexibility at your expense. A thorough contract review will check for these languages. For instance:

• Terms like “as assigned by employer” or “subject to change” without your consent.
• Undefined productivity expectations.
• Missing details on performance metrics or promoting pathways.

Step Two: Compensation and Benefits Breakdown

Even after the legal analysis, we need to thoroughly examine the compensation package because what appears to be a generous offer can be misleading. Let’s break it down.

Go Deeper

Use these questions to try and understand the structure of your base salary

• Is this a starting salary or subject to renegotiation?
• Does it adjust with inflation, productivity, or tenure?
• Is the “guarantee period” clear, and what happens after it ends?

Check Incentives

Bonuses are often enticing, but it’s more important to evaluate their structure than the amount, as this reveals their true value. Consider these points:

• RVU Compensation : Are thresholds achievable, and do they reflect your specialty’s norms?

• Collections-Based Models : If you’re paid a percentage of what’s collected, how efficient is billing? How much control do you really have?

• Quality Metrics : Are targets clearly defined? Are they within your control or tied to team-wide performance?

Check for Benefits with Actual Value

These are some of the key benefits you want to check for in your contract:

• Health Insurance : Who’s covered? What’s the employee cost? Is coverage active from day one?

• Retirement Plans: 401(k) match? Profit sharing? Vesting schedule?

• CME Allowance : Does it include travel? Is it different from PTO?

• Disability Insurance : Is it short-term, long-term, or both? And is it sufficient for a physician’s lifestyle?

Check for Conditional Benefits

Some offers come with strings, so always check these.

• Student Loan Repayment : What happens if you leave early? Is there a clawback?

• Relocation Bonu s: Is It forgiven over time, or do you repay it if you move on?

• Signing Bonuses : Are they taxed upfront? Do they come with hidden penalties for early departures?

Step Three: Geographic and Practice Restriction Analysis

To ensure a thorough contract review, pay special attention to this section. While it may not impact your daily work, it could significantly restrict your options if you decide to change positions in the future.

Clauses like non-compete, non-solicitation, and confidentiality are vital terms you shouldn’t overlook.

Non-Compete Clauses

These are also known as “restrictive covenants” and can limit where you can practice after leaving a job. While they’re common in employment contracts, they can have significant implications.

Ask these questions to clarify.

• What’s the radius? Some contracts say 5 miles. Others say 50. You’ll want to negotiate for smaller geographic restrictions to avoid being excluded from practicing in an entire metropolitan area.

• How long does it last? Most clauses range from 6 months to 2 years. The longer it is, the more disruptive it is to your livelihood.

• What’s defined as competition? Can you moonlight? Join a telemedicine company? Start a concierge practice?

Non-Solicitation Clauses

Even if you escape the non-compete, a non-solicitation clause can still prevent you from contacting:

• Former patients
• Nurses, techs, or admin staff
• Referral sources

If you plan to build a team or start a clinic and bring loyal patients with you, that won’t be possible.

Confidentiality and IP Clauses

These sections usually appear harmless at first glance, but can be deceptive, so best to understand how they affect you. These are some questions that can help.

• Are you barred from discussing your compensation or work conditions?
• Does the employer own anything you create, even outside of work?
• Are you restricted from sharing training materials or tools you helped develop?

You also need to be clear on whether these terms apply only while employed or forever.

State Laws

While we’re here, we might as well address how state laws affect contract language. These laws vary, which means some things that are enforceable in one jurisdiction might not be in others.

For example, non-compete clauses are generally unenforceable in the state of California. In Texas, they’re enforceable if they’re reasonable in scope and necessary to protect the employer. While in Florida, it’s often enforced aggressively.

These clauses often appear in contracts regardless of state law, as employers know many physicians are unfamiliar with the relevant regulations and may be intimidated into accepting them.

That’s why analysis from a contract review lawyer who knows your state law is vital.

Step Four: Negotiation Strategy

Physicians aren’t trained to negotiate pay, clauses, or legal terms. However, it’s a valuable step in the process because contracts are written to benefit the employer by default. Without negotiation, you’ll likely shoulder most of the contractual risk.

What Can Be Negotiated?

Contrary to popular belief, almost every contract is negotiable, especially for physicians in high-demand specialties.

Areas commonly negotiated include:

• Compensation : Base salary, bonus structure, call pay, relocation stipends.

• Workload : Number of clinic days, admin expectations, weekend call rotations.

• Exit Terms : Shorter notice periods, more reasonable non-compete radius.

• Benefits : CME allowances, PTO increases, student loan repayment, signing bonuses.

• Malpractice Coverage : Ensuring tail coverage is paid for or built into your exit strategy.

How to Negotiate Without Burning Bridges

It’s always safer to let your attorney do the negotiations. However, it’s still best to understand how it’s done.

The first rule of negotiation is to maintain a professional, not adversarial, approach. Your strategy should include:

• Choose the Right Tone : Firm but collaborative. You’re not demanding; you’re clarifying terms for mutual protection.

• Prioritize Your Ask : Don’t try to negotiate everything. Focus on 2 to 4 items that matter most to your goals or risk tolerance.

• Provide Rationale : For instance, saying: “This is industry standard in my specialty.” Or, “Given the rural setting, I’d need more relocation support.”

While some employers prefer speaking directly to physicians, having a lawyer draft a list of proposed edits or even join the call can make a major difference.

Your lawyer brings:

• Legal authority and credibility.
• A buffer between you and the employer.
• The ability to frame requests in neutral, professional language.

Step Five: Final Review and Signing

At this point, you’re ready to go forward with the offer, but you still need to carefully go over everything.

• Confirm All Changes Are in the Final Draft : It’s alarmingly common for employers to forget (or conveniently omit) agreed-upon changes in the final contract. So, take your time to confirm that everything looks as agreed, including verbal promises.

• Watch the Dates and Timelines : Contract signing isn’t just about “if” but about “when.” Small details around timing can affect a lot, including relocation logistics and notice periods for leaving your current job.

• Legal Final Check : Even if you’ve already worked with a contract attorney during negotiation, they should review the final version. Language can shift subtly to mean something entirely different.

Final Thoughts

The contract review process can be overwhelming, especially when you’re handling it independently. It’s easy to get lost in legal terminology and inadvertently compromise your rights—this happens even to the most careful physicians.

This is why we always encourage physicians to work with us. Not only are we experts in contract reviews and negotiation, but we also specifically service physicians, which means we understand what’s at stake.

You can learn more about our process if you book a call with us for free today.