The key is enforceability! The language of an associateship contract must be clear as to who is responsible for what (duties), and what the consideration (compensation/salary/percentage of production) is for each party, the host dentist and the associate, in the performance of those duties. If it comes down to a jury question as to either aspect, juries can not read handshakes. Oral agreements and promises, although theoretically enforceable, do not memorialize the agreement as well as a written document.

The written agreement is to state the terms of the relationship, and ultimately should protect both parties. Who you are dealing with will generally dictate what you are likely to end up with if you do not take measures to protect yourself. Individual dentists may pay a higher percentage of production (up to 40%), but generally try to reach a handshake agreement. They do not want to take the time necessary to get a written agreement, or do not want anything in writing which may be used against them later, or all of the above. Additionally, the potential associate dentist is in a hurry to get started in the practice of dentistry, is excited about the new opportunity, and most of all, wants to makes some money, and for these reasons will jump right in on nothing more than a handshake.

What kind of language protects the independent contractor dentist? It varies from situation to situation, and that is why it is a good idea to have a contract reviewed by an attorney who will then explain it paragraph by paragraph, and then make recommendations on negotiating the insertion of specific language, as well as the deletion of unreasonable terms. Also, depending on the circumstances, it may be advisable to get an attorney involved in the negotiation process.

The following are the minimum of areas which should be covered in any associateship contract:

• Length of Association and Renewability
• Termination Procedure and Notice Procedure
• Exclusive Employee vs. Independent Contractor
• Compensation, Frequency of Pay, Example Computation, Draw, & Accounts Receivable
• Host/Employer Obligations as to Expenses and Support
• Vacations and Sick Pay
• Business Records/Collections
• Patients/Patient Records
• Covenant Not to Compete
• Death or Disability Option
• Right of First Refusal
• State Law Enforcement
• Claim Fees and Costs
• Associate Duties and Rules/Regulations of Conduct/Practice/Services to be Provided
• Indemnity Agreement & Insurance