The offer letter says a number. The agreement says how that number is actually calculated, who pays for tail coverage when you leave, how quickly you can be let go without cause, and how far from the hospital you will be allowed to practice afterward. Those four terms are worth more than the number, and the week before you sign is the only week they move.
A physician agreement is longer than most executive contracts and is built around a compensation plan, a benefits summary, and a set of policies it incorporates by reference. Reading the agreement alone misses half of it. The review reads all of it and gives you a written product.
Most physician agreements pay a base during an initial guarantee period and then convert to a productivity model. The productivity model is where the money is. If it is built on work relative value units, the terms that matter are the annual wRVU threshold the base assumes, the conversion factor paid above it, whether anything is clawed back or reduced below it, and how the employer counts, attributes, and reconciles wRVUs, including for shared visits, supervision of advanced practice providers, and procedures billed under someone else's number. If it is built on collections, the questions are who controls billing and collection effort, how bad debt and payer mix are allocated, and what happens to collections that arrive after you leave.
Two provisions deserve particular attention. First, whether the employer may change the compensation plan unilaterally, which many agreements permit on notice. Second, what happens at the end of the guarantee period if your productivity has not reached the threshold the base assumed, which in some agreements is a salary reduction and in others a repayment obligation.
These are almost always structured as advances that are forgiven over time, with repayment in full or on a pro rata schedule if you leave early. The review confirms the forgiveness schedule, whether repayment is triggered if the employer ends the relationship without cause, and whether any repayment obligation survives a for-cause dispute.
CME allowance and time, paid time off, and how call and holiday coverage are credited are usually in the benefits summary rather than the agreement. Confirm that the summary is incorporated and that the agreement does not reserve the right to change it without notice.
If the employer's malpractice coverage is written on a claims-made basis, it covers claims made while the policy is in force. A claim filed after you leave for care you provided while employed is not covered unless someone buys an extended reporting endorsement, the tail. Tail premiums are frequently a five-figure obligation, and the agreement decides who pays it.
The common structures are employer pays, physician pays, or a split that depends on who ended the relationship, why, and how long you stayed. Some agreements require the physician to pay the tail if the physician resigns but not if the employer terminates without cause; some make the physician pay in every scenario. Occurrence-based coverage eliminates the problem, and where the employer offers it the question goes away. Where it does not, the tail allocation is one of the most negotiable terms in the agreement and one of the most expensive to leave as drafted.
Nearly every physician agreement permits either party to terminate without cause on notice, commonly 90 to 180 days. That clause converts a three-year agreement into a rolling notice period, and it interacts with everything else: whether the signing bonus becomes repayable, whether you owe the tail, and whether the non-compete runs from the notice date or the last day worked.
The for-cause definition matters because a for-cause termination usually triggers the worst outcome on every one of those terms. Watch for cause defined to include loss of privileges at any facility, any payer exclusion, a subjective standard such as conduct the employer considers detrimental, or a failure to meet productivity targets. Where cause is broad, a physician can be terminated for cause on facts that would be a without-cause separation elsewhere. The review proposes a narrower definition and a cure period.
Ohio has no statute governing physician non-competes. Several states restrict or prohibit them for physicians; Ohio does not, and there is no federal ban. A physician covenant in Ohio is analyzed under the same common-law reasonableness standard as any other, from Raimonde v. Van Vlerah, 42 Ohio St.2d 21 (1975): no greater than required to protect the employer's legitimate interest, no undue hardship to the physician, and not injurious to the public. Ohio courts narrow overbroad covenants rather than voiding them, and they have applied that approach to physicians specifically, as the Eighth District did in MetroHealth Sys. v. Khandelwal, 2022-Ohio-77, trimming a covenant to the interest the hospital could actually prove. A covenant is also enforceable against a physician the employer terminated, as in Ohio Urology, Inc. v. Poll, 72 Ohio App.3d 446 (10th Dist. 1991), so do not count on a without-cause exit to release you.
The practical problem in Northeast Ohio is geography. A restriction measured as a radius from every facility where you provided services, in a market where a few systems operate dozens of sites, can cover the entire region even when each individual radius sounds modest. The review maps what the covenant actually reaches, proposes limiting it to your primary practice location and specialty, and addresses the related terms that are often more consequential than the non-compete itself: patient non-solicitation, the handling of patient notices when you leave, and any liquidated damages or buyout figure.
The full Ohio framework, including the arguments that do and do not work, is set out in Ohio Non-Compete Law: What Is Enforceable and How Courts Decide.
Agreements routinely give the employer the right to assign practice locations, call schedules, and administrative duties at its discretion. Each of those affects your compensation under a productivity model and your life under any model. The review asks for the primary site, the call frequency, and any outreach or satellite obligations to be stated, and for material changes to require your consent or to give you a right to terminate without the usual penalties.
For academic and hospital-employed positions, confirm how protected time, teaching, and research obligations are credited, and whether the agreement requires you to hold and maintain privileges at specific facilities as a condition of employment.
Most agreements for July start dates are signed the preceding fall and winter, and recruiters often present a signing deadline measured in days. Send the agreement as soon as you have it. If a deadline is already running, lead with the date.
Send the agreement and every document it references: the compensation plan or exhibit, the benefits summary, the malpractice coverage description, any separate restrictive covenant or confidentiality agreement, and any loan repayment or signing bonus addendum. If you are leaving a current position to take this one, send that agreement at the same time, since its covenant may affect where the new one can be performed.
A physician contract review is a flat fee, quoted before any work begins, for a scope defined at the same time: the agreement and its referenced documents, a written analysis, proposed language, and a call to work through it. Work is typically completed within a few business days of receiving the complete set of documents, depending on their volume and current caseload. If you want the firm to negotiate directly with the employer's counsel rather than sending the proposals yourself, that is a separate scope and is quoted separately before it starts.
The firm represents physicians only, not the employer, and checks for conflicts before opening any matter. Sean Sobel is licensed in Ohio; agreements governed by another state's law can be reviewed for their terms, with local counsel engaged where a question turns on that state's law.
Name the employer, the specialty, and the date you have been asked to sign by. You will get a written reply about scope and the flat fee for that scope before anything is billed.
After you send this, forward the document itself to sobel@sobellawsolutions.com with your name in the subject line. Submitting this form does not create an attorney-client relationship, and the firm checks for conflicts before opening any matter.
Every matter is different. Descriptions of typical timing, fees, and outcomes are general and do not guarantee any particular result in your case.
The agreement decides your compensation formula, who pays for tail coverage, how you can be let go, and where you can practice afterward. Those terms are negotiable before signing and rarely afterward. A written review before you sign is a defined piece of work at a flat fee quoted before it begins.
Whoever the contract says. Under a claims-made malpractice policy, coverage for claims filed after you leave requires a tail, and the premium can be substantial. Some agreements put it on the employer, some on the physician, and many shift it depending on who ends the relationship and why. It is one of the most negotiable terms in the agreement.
Ohio has no statute governing physician non-competes, so they are analyzed under the same common-law reasonableness test as any other covenant, from Raimonde v. Van Vlerah. Courts weigh the restriction against the employer's legitimate interest and the hardship to the physician, and they narrow overbroad covenants rather than voiding them, as the Eighth District did in MetroHealth System v. Khandelwal.
Many agreements pay a base salary that assumes a set level of work relative value units, with a bonus above the threshold and, in some contracts, a clawback or reduction below it. The threshold, the conversion factor, and how the practice counts and reconciles wRVUs decide what you are actually paid, and they can be changed by the employer under some agreements unless the contract says otherwise.
As soon as the offer or draft agreement arrives, and before any signing deadline is close. Most agreements for July start dates are signed the preceding fall and winter. Send the agreement and everything it references, including the compensation plan, the benefits summary, and any separate restrictive covenant.
Send the agreement and the deadline. The first reply is in writing.
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