Certainly, it would be simpler if there was one "standard" contract and "best way" to structure the employment relationship. In reality, however, each situation is different; every employer and every physician employee have different needs, desires, goals, and objectives. Therefore, all employment contracts and employment situations must be individually analyzed in order to determine the structure that best fits the needs, desires, goals, and objectives of the parties. (It is somewhat akin to the patient who calls the physician asking for a diagnosis and medication over the phone -- that is, there may be several common reasons for the patient's symptoms, and even common methods of addressing the patient's problem; however, each patient must be examined and treated individually in order to ensure that the appropriate diagnosis is obtained, and the proper treatment is chosen.)

ISSUES TO CONSIDER
Numerous factors need to be considered in analyzing and structuring the employment contract. The attached Employment Contract Review Checklist describes issues and provisions that are important for a physician employee to consider when analyzing an employment contract. The Employment Contract Review Checklist is designed to alert physicians generally to significant legal and practical issues, and to identify possible areas of concern that may require specific legal advice and consultation. Because of the complexity, scope, and frequent changes of the many laws and regulations, as well as the differences in drafting and wording of various contracts, the Employment Contract Review Checklist is by no means exhaustive, and cannot be relied on to provide specific legal advice regarding a particular issue or area of concern. The reader is advised to seek independent legal advice as to particular issues and matters of concern that the reader may have. (Work within your field of expertise; and leave the legal advice to the lawyers.)

ISSUES AFFECTING NEGOTIABILITY
The Physician should consider the issues affecting the negotiability of contacts. There are generally four (4) issues that impact the negotiability of an employment contract:

The Employer's Attitudes. Some prospective employers are more flexible and easier to deal with than others are. In fact, some employers will specifically advise that their employment contract is not negotiable. Remember, however, that such inflexibility is simply the employer's choice not to address your concerns; and that the employer could negotiate on some or all matters if it so desires. Further, one may infer from such inflexibility in the initial relationship that the employer will continue to behave similarly in the future employment relationship.

The Employer's Market Power. If the prospective employer has a lot of "market power" (i.e., the employer is a large organization with many physician employees and a large patient population), then it will usually tend to be less flexible or willing to negotiate. This is so because the employer feels that it has the leverage. On the other hand, if the prospective employer is only one of a large number of prospective employers, then it will probably be more flexible and amenable to negotiate.

The Employer's Need For Your Services. Obviously, the more that the prospective employer is in need of your services, the more willing it will be to negotiate with you.

The Specific Issues And Matters That You Want To Negotiate. The negotiability of the employment contract may depend, in part, on the issues that you want to change. Some issues are less susceptible of negotiation because they are of significant importance to the employer and/or will impact the employer's business operations. Other issues are less important to the employer and, therefore, more negotiable.

PRACTICAL ISSUES
In addition to the strictly "legal" and "contractual" issues, it is several practical issues also warrant mention.

First, it may seem obvious, but it is important that the physician actually read the proposed contract, and know the matters to which the physician is agreeing. Some doctors believe that contracts must in some way be "fair" or "reasonable"; and that provisions or contracts that are "unfair" or "unreasonable" are simply not enforceable. Further, some doctors do not believe that the contracts they sign are of any import or significance, and that bad consequences cannot occur simply as a result of simply "signing a piece of paper". Nothing could be farther from the truth. Contracts are legally binding documents; there is generally no legal obligation that a contract be "fair" or "reasonable"; and there is generally no rule that "good faith" is inferred in the contract. In short, the rule of caveat emptor, or "let the buyer beware", applies when negotiating the employment contract. It is important to determine what the physician is signing before executing the contract, not after.

Second, some doctors believe that they should simply sign the contract because if they don't, then the doctor will lose out, and the prospective employer will hire someone else. Even if the prospective employer will not agree to negotiate the contract, that does not mean that you should sign it. In fact, while the prospective employer may ultimately hire someone else, such a result is not always bad.

Even if the contract is "non-negotiable", the physician should still make the intelligent decision of determining whether the contract is worth signing. There are contracts (employment contracts as well as others) that are simply not beneficial to the physician, and should not be signed. And if the contract that you don't sign is a bad contract, then you won't "lose out" to the doctor ultimately hired; that doctor will be the one stuck trying to get out of the bad contract.

CONCLUSION
In conclusion, while a detailed explanation of the numerous issues surrounding the review, analysis, negotiation, and execution of an employment contract would be voluminous, this article and the attached checklist will hopefully alert the physician to the challenge being undertaken. Given that the physician will probably spend more waking "quality time" on a daily basis within the confines of the employment setting than with the Physician's family, the task should not be taken lightly. The physician and the physician's attorney will need to review the contract, analyze the physician's specific situation and needs, and negotiate a contract that suits that situation so that the physician's desired needs and objectives may be achieved.