Why health care contracts are different
A health care agreement is governed by ordinary contract law, but several layers of health regulation sit on top of it. When one party refers patients to the other, payments generally need to reflect fair market value for real services and not vary with the volume or value of referrals, because federal laws such as the Anti-Kickback Statute and the Stark law are aimed at exactly that. New York also restricts who may own a medical practice and how professional fees may be shared, so management agreements need careful drafting. If a party will handle patient information on behalf of a provider, a business associate agreement under HIPAA is usually required. These issues often decide whether a contract can be signed as written.
Terms that deserve a close read
In physician employment agreements, compensation formulas, termination rights, restrictive covenants, and who pays for malpractice tail coverage after you leave often matter more than the starting salary. Payer participation agreements tie you to fee schedules and policies the plan may change, so the amendment process and the dispute clause deserve attention. Management and service agreements should be clear about which decisions stay with the licensed professionals. Leases for medical space can raise their own referral questions when the landlord is also a referral source. Keep earlier drafts and the emails explaining what was negotiated, since they can help show what the parties intended.
Reviewing a contract before you sign
Bring the draft, any term sheet or offer letter, and a description of how the relationship will work in practice. We review the agreement against how money and patients will actually flow, since a document can look compliant while the arrangement around it is not. We mark the provisions that carry regulatory risk, those that are simply unfavorable, and those worth negotiating. You then decide which points to press and which to accept. If what you have in mind is a health care proxy or another document about your own medical decisions, that is a different kind of paper from the contracts described here.
