112. Noncompetes, Malpractice Insurance & Negotiating Contracts | Jon Appino, MBA

Hello everyone, I'm Dr. Darsha, and I'm Dr. Altamash Raja, and welcome to Medicine Redefined. A podcast where we will explore the often overlooked but necessary components of health, what we consider to be the fundamentals. We will investigate topics and practices that can give you and your patients the best chance to optimize a healthy lifestyle. It's time to move the needle forward and put the health back in health care. Our guest today is John Epino from Contract Diagnostics. John was a previous guest on episode 81, in which we discussed the basics of physician contracts and many of the common questions that come up during the job acquisition process. So if you haven't had a chance to listen to that episode, I highly recommend starting there first and then come right back to pick up with this part two discussion. In this show, we dive deeper into the world of non-competit agreements, or as John calls them, restrictive covenants. We talk about side hustles, intellectual property, name, image likeness, and personal branding. We'll also shed light on the critical topic of malpractice insurance and its significance. Lastly, John shares his tips on becoming a more skilled negotiator, specifically within the ramal physician contracts. Let's jump right in. All right, John, welcome back to the show, man. How are you doing? I'm good. I'm good. Always good to see you and always good to chat. We love sharing what we've learned here over 12 years with Contract Diagnostics. I'm excited to dig into the topics of the day. Yeah, man. This part two has been a long time coming. We did promise the listeners last time. Just to recap, we'll certainly link the first part of this discussion. I think a lot of people, if you're here, you definitely want to go back and take a listen to that. You know, a lot of what we did last time was talk about conversations and strategies of that just because it seems to be top of mind when anybody is looking into a new position and new job coming out of training. Today, what I kind of want to pick up with is just talk about some of the other things, the answering things, which are very, very important, but people don't think about. So let's start talking about non-competes. Maybe you could kind of explain to people, well, I mean, non-competes, I think are pretty self-finatory, but the, some of the nuances of it can be very, very critical in terms of, you know, when, when there's a certain mileage on it, a lot of people will be like, oh, okay, yeah, 15 miles, no big deal. Like, you know, that's like from here to somewhere else because the way they think about it is how they, they drive on Google Maps, but that's not necessarily the case. So I think some of those aspects would be really important for people to understand. So take it away. Yeah. So I think a lot of people get wrapped up around the word non-competent and they may say, I don't have one or I was told I don't have one. The phrase that we use more is restrictive covenant and so a lot of contracts, it won't be like, you know, it won't be maybe non-competed, but it might be restrictions. So a restrictive covenant can be as broad as you can't do any moonlighting or have any side gigs while you're working with the employer. Maybe not like a non-competed per se, but just saying you can't do anything while you work here. It could be a non-solicitation. So during and after your time here, if you don't work with us, you can't solicit our patients. You can't solicit our employees. There may even be something about soliciting payers, right? So a restrictive covenant can be different than a straight up non-competent. So it's important that people understand the nuances and the differences. We don't see non-competes in some states, but we almost always see restrictive covenant. So you may see a section that says restrictive covenants and you just default to thinking it's a non-compet, and you say, oh, that's not applicable in my state, and you brush through it. So make sure that if you do have any type of restriction that you understand during and after the term, what you can and cannot do. But when it comes to non-competes, and then this is all potentially changing, I don't know if people saw President Biden had what he thought might be like an executive order to banish non-competes for everybody in the states. And the FTC looked into it, he had some legal written up about it, and there's of course been a commenting period. So the comment period ended, I think, three weeks ago, and so you could imagine it was a 90 day period that started in January, and it was basically, hey, everyone give your argument. So you saw a lot of physician groups send in messages, right? Let's get a bunch of signatures. We should have no non-competes. And it's not just physician, it's tech workers, it's sometimes baristas, it's car salesmen, it's anyone in the states who might be open to a non-competed. It's not just a hospitalist that wants to go from one facility to the next. It might be a code that wants to go from Google to Microsoft or a rock star card, via that wants to go from selling Mercedes to selling BMW. So the non-competes can impact a lot of industries, but when it comes to physicians, we'll have more details on the changes on the comment period. Obviously, there was lots of pushback from industry. So I read many articles that said, you know, here's big businesses strategy to push back on President Biden's memorandum, if you will. That's why I'm curious to see what comes out of it. I don't think there'll be a global ban, or a state, my ban on non-competes, but there might be something about it, and I think you probably see states make their own individual decisions, which we've already seen in the past. The one other thing I'll say on that is if they do knock out non-competes, the physicians sometimes think that compensation will automatically go up, because there'll be more competition for that physician services, and those competition prices will go up. But we haven't seen non-competes in California for a long time. We haven't seen non-competes in Massachusetts for a long time. We're sorry to see some states really change and restrict them and have fluid, maybe asterisk non-competes, if you will, and we don't see abnormally high compensation in California or in Massachusetts or in other states where we just haven't seen non-competes. So even if they ban non-competes for everybody, I don't think you'll all suddenly see, you know, hospitalist salaries increase in St. Louis by $10,000 or $20,000. I just don't think you'll see that happen, or we wouldn't have seen that certain markets already. But if we go all the way back to non-competes and kind of the lay of the lay, and you typically we'll see them bound by time, so for one year, for two years, for three years, after the contract ends, you can't do something, and that can't do something as usually defined by either practicing medicine, which is way too broad, or practicing your specialty. So if it says you can't practice medicine, it's good I didn't have it, you know, a little more lasered into, you can't practice cardiology. I would say, let's laser it into, you can't practice electrophysiology, right? Or maybe if you're an internal medicine physician, maybe it says you can't practice medicine, therefore you could be a hospitalist or vice versa if you're practicing hospitals medicine. So it's usually, for a time period, time bound, it's usually specific to a path that you cannot do, can't solicit, can't work, can't provide a certain service, and then it's geographically bound as well. So it might be 10 miles, it might be 15, it might be county-based, depending on the location of the non-compete. So it's important to understand if it's 10 miles or 15 miles or county-based, and then of course how you take that. So the general rule is it's as the crow fly, okay? So to your comment earlier, it's not going to Google Maps and typing it in and saying, okay, it's 15 miles from my apartment, but the 15 miles is, you know, turning here, hopping on the freeway, doing a loop around downtown and everything else. So it's 15 miles of the crow's fly, so think of a radius that you would see on Google Maps or any map, I guess. It's important if it's 15 miles or 10 miles from one location or multiple. So we've seen non-compete that say, this is from your primary location only. We've seen non-compete that say it's from your primary location and anywhere else that you've worked. We've seen it say anywhere else you've worked up to a certain percent of time, or we've seen it even say any current or future location of the practice. So if you're a pediatrician and they've got, you know, whatever, they've got neurology, a neurology, telemedicine service, you know, a hundred miles away, does that count? What if they add a new office that you don't even go to? What if they get in your pediatrician? They put a cardiology office as an outreach location in an hour away. Does that count from the non-compete? So it can be very fluid, super important that physicians understand the risk and how these things are awarded because they may only, the physician may think that they're clear, but there's small little words, these small little nuances that really change the dynamics of the overall non-compete. The language is around the specialty piece is interesting to me because I'm wondering how in a scenario when the example that you use, right, you can practice, you cannot practice cardiology, but maybe you can do medicine. Well, we also know somebody who's a general internist will do a lot of things that are, quote, unquote, considered cardiology. Like you'll manage blood pressure, but a cardiologist might do that as well. So let's just play this hypothetical out. Let's just say a person leaves who's not allowed to practice cardiology, but then goes to the next practice and is still managing blood pressure or is still like doing things that a general practitioner would do, but it's helping the cardiovascular system. Like how does somebody tease that out? Is that something that would only matter if it goes to a court of law or like, you know, how do people protect themselves against that? Yeah, you know, I wouldn't think that that would be something that they would, that a physician would need to worry about. It's not that we don't usually get that too far into the weeds. I mean, anybody, you know, if you're a physician that's managing blood pressure, I don't think anybody would say you're practicing cardiology, you're practicing, you know, your internal medicine skill. And if a cardiologist has somebody who's under 16 or 16, I don't think anybody would in the right mind say you're practicing pdf, pdf, you know, so I wouldn't get too caught in the weeds with that. I'll just look more like the general language on is it cardiology specific? Is it medicine specific? How is it structured? Gotcha. You know, the other thing that there are a couple of stories that I've heard about in this world where everything is kind of going towards mergers and consolidations, right? About people will you'll sign up with maybe a group, maybe a large group of private practice or whatever it might be and then six months down the road as you start your new job, your group's been bought up by this large health system, right? And whatever language the contract that you have gets kind of, if you feel like you're on stable ground, then the rug kind of gets pulled out underneath because once that merger with another group or something like that, they're gonna come with their own team of lawyers, they're gonna come on with their own internal review committee and kind of look at every single contract because chances are probably now they're the ones paying the salary. How does somebody protect themselves from that? Like, you know, not knowing where the future holds for large practices, large institutions and mergers and that kind of stuff. What can physicians or just people who are going into practice do to kind of prepare for that kind of situation? You know, I think in general, I mean, first off, with everybody whether you're a large private practice or whether you're a large small hospital or you know, working for their government or, you know, a giant multi-specialty group or private equity, first things firstness, understanding what your current obligations are. So making sure that everyone understands every single thing in the contract, but also not just what's there, but what's not there. And sometimes that's where like the train guy really comes in. So of course, we encourage people to reach out to us at contract diagnostics if they have any, if they'd like us to help kind of diagnose, if you will, what's there, but also what's not there. So I think first thing as far as mitigating risk and future is to understand what your obligations are now and then how things may change. Now, there's there's some things that we could do to prevent people from having changes. Depending on how your contracts written, they wouldn't be able to change it without replacing the contract. But again, if they replace the contract, it's important to know what your obligations are on termination. So if the employer says we're transferring to a new facility or to it, we're being bought out, we're going to transfer your contracts to somebody else. If they want to already do the contracts and you say no, then it's important to know what the termination provisions are on where your obligations are, you know, if the termination, if you will, would, would be kicked in. But, but you know, there's, I think it's also just important to understand that things change and medicine does consolidate. And there's a chance that your hospital might be consolidated or your group might get bought by primary equity. And that's all the more reason to do diligence on the front end. So if this, you know, has this happened, you know, for example, if you're working with a hospital and they have a layover contract for their hospitalist services and you're providing services under that layover contract, how often is that contract negotiated? When was the last time it was signed? The last time it went out to company A, did you get, you know, did you do an RFP from 10 other companies? How many companies did you have bid on? I think it's important to know if all they're going to do is just every other year throw it out for bid, the cheapest person's going to bid it. They've had four contract turnovers in the past 10 years. Or it's like, no, we've had these guys for 15 years. We have no desire to change them. We have a very good working relationship. But sometimes things do get bought out and there's, you know, there can be challenges there. And of course, we encourage people to reach out in that situation. I talked to a physician already this morning who is the only pain management in his town. The, the layover service that they had that was contracted with him and then contracted with the hospital to provide the service. They said, we don't want to provide the service anymore. So they said, we're going to step away. The hospital, of course, needs this position. So now the hospitals retaining the doctor and changing some things around, which the physician's happy about some and not happy about others. And so that's just a way that it works sometimes. In any industry, there'll be consolidation. There might be layoffs and you're always going to have to have it flow. But again, that's what we're here for to help manage people through that process and create the questions on the front end so they can do due diligence on the what if something worked happen. Knowing that if they say, look, if we did sell the private equity, of course, we make you a full time and equal partner. But we're able to provide some of those things and even suggestions with what they could request to be put in the contract to mitigate risk. Earlier, you mentioned side gigs, which leads me to this topic of asset protection. I think today, a lot of people physicians, just anybody in the healthcare practice with the advent of social media is starting to kind of build their own brand. And sometimes people can leverage that to monetize it on the site, whether again, it's on social media and just advertising, podcasting, YouTube, all that kind of stuff. How can physicians, and this is not practicing medicine elsewhere, but a side hustle that they're generating revenue with? How can physicians kind of bring that up during a conversation that, hey, everything that I'm doing on the side in terms of this my own personal brand, whatever it is, like some type of media content, whatever it is, that's not going to be part of this practice. That's completely on the side and that will be completely part of me and you do not own the rights to that. Because I think that is something that's come up time again. High for importance. I mean, most contracts that we have, again, go back to like a restriction, right? Most contracts that we'll see will have restrictions against outside activities. They may not be, they may not be some, I mean, some contracts will just say the first physician cannot engage in X, Y and Z without our, without our permission. Sometimes it'll be they can engage in patient care or, or moonlighting, but they could do nonpatient care, like giving a pharmaceutical talk or giving a lecture. Other times it'll say they can't do anything medically related. Without our permission, other times it'll say they can't do anything unless they get our permission. So if you want to open a taco shop or you want to buy a rental property, you have to ask for their permission in order for you to do anything that may or new a dollar on the outside. And again, some may not be, some may not, some contracts may not be as clear with that. It just may say there were exclusive, right? You will exclusively work for us full time. And then it'll say see the policies and deep down the policy manual on page number 86, it'll say you can't do any outside activities that maybe you didn't read it when you went through because who reads policy manuals. But that were an exclusive might mean nothing else is just with us. So it's important to understand first off, again, knowing the baseline, right? And just like I want to know my baseline health, a physician should know what the baseline requirements are for their contract. And so once they know the baseline, then we can kind of build off it. So if it says you can't do patient care, maybe you don't want to do any patient care, but you do want to do side gigs, you do want to do media things, you do want to give talks and that type of thing. And so then we can leave it alone. If permission is required, then of course we can ask questions. So some other questions that we like is who grants that permission? Are there any things that always get declined or always get approved? Does anyone else move or do activity A, B and C? Those are all things that I'd love to know the questions on if somebody's looking at getting doing a side gig. Intellectual property, you mentioned only, it intellectual property might be something else that will be mentioned in the contract and that's something that I think you could also discuss. Again, most employers don't want anything to do with your intellectual property. They don't want to commercialize things, they don't want to, you know, file for patents and bring things to market. But I do think if your contract mentions intellectual property that you should bring it up with them, sometimes contract will mention like liking this, right? So your image, your, you know, your name, your voice, your all those things, they may have access to them. I don't think they would be able to control them, control you using that somewhere else, but it's important to understand those requirements as well. And then of course, I mean, if there's side gig income, of course, not defaults to a whole other thing with how do you handle it with taxes and how does that roll through and everything else. But I definitely think that understanding what their ability to do side gigs is who approves those things and then what the history is of the organization would be vital to somebody who wants to do those things. And whether you just clarify questions or ask for pre approval, I think is our two different things. If you, I talked to somebody earlier today who did, they do both talks on the side and a separate practice and it doesn't impact their job at all. And he said, he's really negotiating his contract now. He said, I want to retain the ability to do that on the outside. So that's something that should be in his contract, not just knowing what the approval process is, but he said, I want to be able to continue doing this. So again, the next iteration of his contract, it should say he'll be able to, he'll be required to get permission for outside activities, except for this particular service at this particular facility, which has already been approved and the physician shall be able to do that in his or her spare time. The last thing I mentioned on this is most employers look for three things when they look at approving outside activities if they are restricted. One, of course, within your spare time, you're not doing anything on the clock for them. Two, that there's no conflict of interest. So if you have a non-compete of 10 miles and you, you're asking to go to the hospital next door and take call, probably not going to be okay. And then the third thing is making sure that you are, that there's no risk, if you will, from a malpractice suit from the employer, which means they want to make sure that you have your own separate malpractice policy covered for the outside activity. So if there is a potential risk for a lawsuit or any type of, you know, you'll carry over coverage that you would need, they want to ensure that you have that. So if you are going to gain permission from your employer on an outside activity, I would come to them with those three things. Yes, it's in my spare time. No, there's no conflicts. And then I have my own non-pactance coverage or if it's not needed. And then hopefully they will approve whatever it is that the physician wants to do. Have you seen an uptick in the language for when you were with the contracts for the reporting to, you know, personal brand and image and that kind of stuff over the last couple of years? We haven't seen anything here, but we've seen it restricted for a long time. You know, like as far as like personal brand, I mean, you know, you, again, depending on what the outside activity is, there may or may not be restrictions of what you can or can't do. But we haven't seen changes from our end as far as outside activity clauses. We've always seen them fairly restricted and we haven't seen anything change. We've seen it. We've seen an increase in the number of positions caring about them and asking about them. But we haven't seen a difference in terms of how the employers wording those sections of the contract. Yeah. You know, the other interesting piece about it is where it gets to be a little bit gray for me is, you know, academic endeavors or publications and manuscripts. I think somebody mentioned to me somewhat recently that when you are part of an academic program institution and you're working on research, right? Maybe not necessarily research that's funded by that institution, but let's just say you apply for a grant and you got some money externally and you made some publications and that kind of stuff. Most people will think, well, whoever the authors are, it's their own work, right? Those are disclosures that you have to say. But then somebody made an argument, you will know technically if you're doing research at an institution, that research and the rights and that property or that intellectual property belongs to that institution. Now, I can see a tricky situation when somebody uses that type of research to catapult their career ahead. But then, you know, if it gets messy that break up, how do you navigate that type of situation? Is that something that you see with people in academic institutions? So yeah, we see, I mean, if you're working at an academic institution, anything that you do create belongs to them. But it's no different than somebody who works in the R&D department of, you know, Mattel or Apple, you know, I mean, they create new software for the iPhone. It's not their software. It's Apple software. So Apple commercializes it and makes money long after that Indonesia is gone. It's the same that we do here. You know, we've got this, we've got very cool process and contract diagnostics and if we have a team member that suggests something or like, that's a great idea and will implement it, you know, that they work here. So those ideas belong to the company, not necessarily to that person. So it's no different in academics. Now, that being said, sometimes there'll be agreements in contracts that will say, if there is any money made or commercialization, here's how it'll be set up. Most of the time, it might be thrown loaded for the physician. So the physician might receive say 50% of royalties for the first year or two than 40% than 30% than 10% and the rest of it would go into back funding other research programs. So it's not necessarily going to the hospital to make administrators wealthy and increase their bonus checks. It's going into, into funding additional research in the department. So generally, you have a department who has one success because of the funding from it. It generally breeds a lot of success on that department and physicians in departments with really good funding. Generally have lots of fun and they want to stick around because there's good funding. But to your end, if there's a way to catapult your career and take it somewhere else, I think that's fantastic. But I wouldn't expect any intellectual property or things like that to go with the physician from facility to facility unless it's carved out to begin with. We had a highly decorated electrophysiologist a few years ago and we got to that intellectual property section and he said, well, John, I've got nine patents and six patent pendings. And so that was one of those things where obviously those things should be disclosed and carved out ahead of time. So there's no issues with what the physician is bringing to the group or the facility and what they would retain ownership on depending on if things make money or not. So if there is intellectual property or if you do have a brand or you do have that's already established, I think those are all a fair game for discussing with the employer at the time and making sure that things are dialed in in terms of how the language is written so you retain the ownership of those pre-works. Cool. Let's switch gears to talk about malpractice insurance. This is important. Everybody knows that you've got to have it when you go into practice. What are some key terms concepts that maybe physicians need to understand? Maybe trainees coming out for their first job, with respect to malpractice insurance, things that are absolute musts, things that are nice to have and optional things. Obviously making sure you have it is one thing. You know, making sure it's at the limits that are required and that's, you know, the appropriate. Now most employers would obviously want to ensure you're for one for choir. Most hospital staffs, if you're on a hospital staff, have minimum. So it may say in order to be on the hospital staff, you have to have a $13,000,000,000 policy or a $250,000,000,000 policy or whatever it might be for your individual state or specialty. So obviously making sure that you have it and that it's appropriate with the amounts that are given. And of course, understanding what the nuances are. Do you buy a tail? Do you not? If you have to buy tail, how much does it cost? And I think doing whatever you can to negotiate the terms of malpractice and talent insurance in the agreement, which could get quite creative if you have the right frame and such. But depending on how that structure, that section is worried as far as malpractice, that might be a good reason. Not to take a job. And there's been some positions that we've recommended. They don't take a job because of malpractice section in their particular story. And so that's one of those super sensitive areas of all contracts that should be reviewed by everybody in full detail. And again, not just understanding what it says, but what it doesn't say. So maybe it says something like the position doesn't have to buy tail. Okay, awesome, right? But it doesn't say that the facility is going to buy tail. So you don't have to buy it. Maybe you come to the contract and you end up quitting and say, all right, guys, so you got to buy tail, right? I don't have to. So when we don't have to buy it, they say, well, yeah, I said right here, I don't have to. They say, you're right, you don't. We're not going to buy it. And so now we've got a problem, right? So now again, it's not what the contract says. It's what it doesn't say. It doesn't say and the facility will buy it to a certain level or degree. So now you go to your next job and your next contract probably says you have to prove malpractice prior acts or cup. Well, you can't. Hospital is not going to buy it. They technically don't have to. You don't want to buy it, but you can't take a job because you don't have it. Which means you're going to buy it anyway, right? And it becomes no different than being on staff at the hospital to take a job. It becomes no different than having a state license or being able to build Medicare for taking a job. It becomes a requirement in essence for the job. Meaning you have to buy it either for this job or the next one or the next one. So you might as well fork over the cash and pay for it. So those are those small little nuances that you'll see in contracts that people don't see that are soup, which is the reason you should have a professional go over your contract and make sure I understand everything, especially in that malpractice section. Can you get tail after the fact, like, let's say you were at a place for two years and then you leave and then now you realize that you never had it. Your employer never got it. Can you get it at that point or no? It depends. It's different for a position every state. I don't know when you're talking like two days after your job or like two years after your job. Obviously, you're going to for that new position and they're like, well, it's not covered. Can you get it at that point? Sure. Sure. But I mean, if the contract ends June 30th and you're not starting your job until September and you get sued in August, you got a problem, right? Like, if your car insurance laps, can you just renew your policy two months later? You can. But if you get in a car insurance or your house burns down in the interim, you don't have any insurance and that might be against, it would be necessarily against the rules depending on your contract word. Now, if your contract says we're not buying it and you have to within 30 days of the termination date that you need to. And if you don't buy it within 30 days and you reach a contract and who knows what an employer will do with the position is breach a contract. Got it. I realized that there might be some people listening who actually don't know what tail insurance is. We've kind of explained it in a round about a way. But would you care to just explain and what are the key words that you'd be looking for when they're looking at tail insurance? Well, you know, I mean, if you're a position, you could get sued if somebody felt that you didn't provide the care that you should have or that they expected or they felt like they were harmed by you and they can sue you and seek to get monetary damages or others. And so most employers remedy that by putting a malpractice policy in place, no difference in your car insurance. If you get an accident and someone sue you or a house insurance policy, if you burn down or have a flood. Unlike your house, you know, once you sell your house, you don't have any responsibility for the house, the ownership, you transfer ownership. But in medicine, if I come to you today and I see you and you do a surgery on me and, you know, I feel fine. And month later, you quit your job and you're gone. And then all of a sudden, eyes are having complicate. I can sue you a month later to months later, depending on the nature of the specialty of the injury in the state. I may be able to sue you for years later. So you would need it was called a tail policy. So if you have a malpractice policy, if you work from, you know, from point A to point B, you know, I can still sue you after point B. So you need a tail that covers you. Now you could do a tail or if you're starting your next job, you could do a nose policy. So in that sense, you can have prior acts baked into your other, your next contract, which means you didn't tail out, but that now practice insurance will assume any prior acts that come from your past. And most of the time, you have to ensure tail or prior acts to take a position and get, you know, drafted tail and drafted malpractice insurance on your next position. What's the typical? At a good time. And real quick, I mean, it can't cost anywhere from a few grand to 150,000 plus. So it depends on your specialty, depends on the risk. And yeah, I mean, like high risk OB deliveries might have more cost, you know, then hospitalists who's doing consults, you know, a neurosurgeon who's, you know, poking around someone's brain or spinal column, you know, has more of a propensity for massive, you know, problems and damages, then, you know, a primary care physician who's adjusting to blood pressure medicines and, you know, and managing some allergies here and there. So I know primary care doctors do a lot more, but I'm just thinking of the overall fatality on how a insurance company would look at it, you know, depending on your choice of specialty, you may have not a bad tail policy or you may have a whole lot, regardless of how good of a doctor you are or your past claims history, even though if you have a lot of, just like with car insurance, you have a lot of accidents, a lot of speaking tickets, if you're a physician, you have a lot of lawsuits, a lot of issues, your insurance policies will go up in cost and that could also impede the employer from wanting to hire you or pay the rates. Yeah, the OB profession got me thinking a little bit because you hear that OB's, you know, for up to at least 18 years, they're, they're liable for what's going to happen if there are any complications from that delivery that birth. So that begs a question is what's a typical time frame that you'll see that tail insurance will cover what five years out from your job after you leave it three years out, you know, 20 years out, like what's, what's kind of appropriate, what's normal? It all depends on specialty, different states have different rules, so it's hard to say like a layover policy and what everything looks like, but you know, most of the time you would buy a tail policy that would be applicable to your particular, your particular, you know, area geography, and most of the time the amount of practice insurance company will provide that to you, but you may be able to shop it around, again, it all just depends. There's also, I mean, it's such a complicated topic. There's also some states that have patient compensation funds, which are a little bit different, but I think it's just, I mean, we can get so much into the weeds on now practice insurance. I think we've kind of covered like the high level stuff. I think it's just really important that physicians understand as part of their contract, because it could be hyper costly if you don't on termination, and you know, when it comes to OB, that's a, we had a physician, they say, look, I'm going to work here for a year as my spouse finishes a fellowship, and then we're going to move. And their contract said you're buying your tail insurance, and the employer wouldn't negotiate, and they had another job that paid them 50 grand less for a year, and with tail, and I said you should take that one, you know, or I didn't say you should take it. My guidance was if you're only going to be here for a year, you might have the $80,000 or $100,000 tail out of the OB private practice, versus just take 80 grand less. You're not going to be worried about producing a ton and being a partner material and everything else, and they were just one year. So just take less money, have less drafts, and don't worry about what the tail's going to cost you. So again, it could be a reason based on your story that you eliminated a position from your run. It makes sense. So John, so far we've covered in part one, we talked a lot about timelines, when it's appropriate, and when it's not appropriate to start looking, we talked a lot about compensation. Today we've touched on restrictive covenants, as you say, or slash non-compete, mouth practice insurance, asset protection of outside activities and whatnot. Is there anything else that you think is critical to understand? I know there are a lot of other nuances that you talked about, things that are there, but more maybe importantly, things that are not there that only somebody who's looked at thousands of contracts will be able to pick up on. Anything else that you think is critical for people to understand when they're embarking on this journey of finding a new position? Yeah, when they're looking at just the job hunt in general. During that phase job hunt, but also looking at contracts? Well, I think, I mean, yeah, there's so much. I mean, we could talk for weeks and weeks and weeks. I think that in essence, I always want to know why a position is open. I want to know what, as far as the job hunt goes, I want to know why it's open, maybe questions around how long it's been open, what their future looks like for the practice, if they're expanding, if they're consolidating, depending on the setup, I want to know if they've ever been approached by private equity or if they've ever think that they thought about like a consolidation or a merger with another facility. I want to know what they've done in terms of staffing shortages. If they've had people take time off for babies or for for disabilities, I want to know what happened to the other positions working there in the department and how their schedule changed. Now with everything going on in 2023, I want to talk about staffing. I want to talk about resources depending on your specialty. I might want to talk about anesthesia staffing, you know, how the department's been. It's been a train wreck the last year or two. I think all those things are on on on board as far as talking about during a site visit or an interview or a discussion around terms of the contract. You know, like you said, we talked about compensation last time when we talked about non-competes and restrictions this time, but also termination clauses are super important. You know, can you get out? So it's one thing to say I know how much money I'll make. It's another thing to say I know what my obligations are on termination as far as tail insurance and restriction, but it's another thing to know how you can quit or can you quit. So we're working on a contract later on today and the contract says if it's the physician, he works at a facility, he's signing in different contract and it says the non-compete starts at the end of the 36 month, meaning I'm sorry, not the non-compete. The no-cause termination, which means in essence, he can't leave in three years. So no matter how bad things get, no matter how CEOs change and he does or does not get along with the administration, no matter how the schedule changes, no matter how bad staffing gets, no matter what other offers he gets from other employers, he may not be able to terminate the employment and obviously that's confusing and concerning as well. So especially if the employer can terminate. So maybe the contract will say the employer can terminate without cause, but the physician can't. And again, I think that's kind of crazy. So I think it's important to understand those small nuances like termination. If it's 30 days, 60 days, 90 days, 120 days, if it's a no-cause termination or four-cause termination, hyper-important to understand benefits. I don't recall how detailed we got into it last time, but what you have when they start all the nuances for disability insurance and life insurance and what you have for retirement plan options and everything else, I think all that is meaningful and stuff that you that every physician should discuss during any, I don't like a discussing compensation during site visit, but I think you can discuss benefits. I think you can discuss some of those things. And then of course when the contract comes in is when the true discussion into diligent starts. But if I had to add to some stuff that we haven't talked about already, I would say that termination piece would be important. I think about how often we value compensation and discuss it. I think right now we're in 2023 and we still see contracts using the 2020 CMS schedule for RVUs. So small things, are you using the most updated data or not? And just trusting your guys has got. I mean, I think I think when you talk to somebody, when you dig into questions, I think you should you have a feeling or a vibe with what kind of person they are, if they're honest, if they're not, if they're you know open, or if they're restricted with the access that they're giving you to certain answers, which is one of the reasons that we do encourage conversations, not emails. So what we don't like is when a physician emails in a question to the recruiters or the CEO or the CMO or the lead position or the medical director, whoever the contact point is, I don't think it's a good idea to just email in, you know, hey, here are my questions. One, two, three, four, 20. I think it's much better to have your list of 20, pick up the phone and have a conversation with them. Because I think that dialogue is super important versus a one way unilateral communication. I often try to say how difficult would it be to to diagnose a patient through a chat, right? I think versus if there's like more of like a dialogue back in, or I'm sorry, not even a chat, like an email, right? You email me, I email you in a day, you email me back in three hours, I email you in five hours, you get my view back in the day. So think about like how you would diagnose a patient on a chat versus an email versus like in an office. And I think that's how I would look at your negotiation or your due diligence depending on how it's structured is conversations and not unilateral one way emails. But of course, I want to follow up with an email. Hey, you said you would have the compensation change, you said calls back greater than one and 10, you said this, let me know if I missed anything. That way it's documented what you've discussed and clarified. Yeah, you know, I think that's the perfect segue to the next question that I have about developing this skill and negotiation. I think, you know, listen to Chris Voss recently on Lex Friedman and I've read his amazing book, never split the difference. And I don't think he says the same thing and doesn't recommend, you know, having conversations and this negotiation, they're not as successful if you're going to be having him behind a computer screen, right? So just pick it up the phone and body language tone. There are so many different aspects to it that we need to understand and be if you want to be successful. So my question for you is I think everything that we've talked about sounds like some maybe more than others, but everything is negotiable, right? Maybe if you can't get the composition that you want, maybe you could talk about CME, maybe you could talk about your certificate covenant, malpractice that, et cetera, et cetera. How can people work on that scale of negotiation? Are there any strategies, any books, any tactics that you have that you recommend? No, I think Chris Voss is fantastic. He's got a great master class out there as well on that master class website or the app that I've watched. I think it's fantastic. I do think that it's a little different, his frame as a hostage negotiator and a parent negotiating with his daughter for certain things, but I do think it's different when you're negotiating or talking with a hospital who has a standard contract for everybody. We do work with hospitals and they say this is our contract with everybody and we don't change it. You know, everyone starts at the same compensation. We don't care. Everyone has the same contract. We don't care. And when people say everything is negotiable, I respectfully disagree in certain ways when it comes to position contracts. Now, negotiable, meaning let's change it and able to discuss, I think are two different things. So, you know, it's it's 350,000 and you want a 400, okay. It's not negotiable. Well, yes, it is. No, it's not. Yes, it is, right? Again, it doesn't mean that it's just binary. Yes, it is. No, it's not. I think it might be a maybe it's not negotiable. So then let's clarify. Let's ask a hundred questions around the 350. So we know what 350 means and where it's going from here and how 350 became and what it might become in the future. So even if it's not negotiable, I think, you know, I think it can still be questioned, which is why even if that position gets a contract and the recruiter or the the director gives it to the position, says, this is 100% non-negotiable. Everyone here signs the same thing. The position doesn't have that reviewed by somebody who looks at a whole lot of contracts. They're doing themselves a disservice. Again, it's important to know what it says and then what questions ask, even if it's non-negotiable. So it's your question, I guess, as far as like strategies, I think just realize that you guys want the same thing. They want you to work there and you want to work there. They don't want you to leave, you know, right away and you, I mean, maybe you do, but most of the time positions don't want to jump from a job to a job to a job, they want to hunker down for a couple of years. You want to make as much money as possible and they want you to be successful because that means that they can fund their program and they can all capture bonuses and see lots of patience and serve the community as well. So I would say just look at it, not let you versus them. Look at it as you guys have shared goals. Obviously their goal might be to get you for a little bit less or to work you more than you expect, but the goal of getting there is the same. And so how do you kind of, you know, meet the middle of certain things, whether it's just a discussion and agreement on certain topics, whether it's actual changes in the contract, those are the things that I would recommend. And I think it's okay to ask for help. Physicians are oftentimes, you know, everyone comes to the physician for guidance. Can you help me? Can you help me in the position? They're not the ones that ask for help a lot. And I think sometimes they have a hard time raising their hand and asking for help from a company like contract diagnostics. And I think that realizing that it's perfectly fine to reach out and get help. But you don't have to go about it on your own. That there's companies like us out there who will walk you through everything in a very simplified manner. In essence, give you a crash course on position contracts in, you know, an hour with us on the phone. We do offer, of course, free talks and lectures. We give lots more advice and pointers and things to look for on contracts on those. But I think realizing that a it's possible, you're not alone, you can do it yourself or you can hire it out if you'd like. But also just realizing that it's an important process that everyone has the same goals. I think it would be the advice. But there's some great books out there. You know, I know like AMA puts a really good resource out there about contracts and like how to go through them, how to look. We have some amazing resources on our website. We've got, you know, I know AMA has a great resource. We have our own, which I feel is well and more in depth, I think it's 30 pages long, 35 pages long. I don't consider it a book or an ebook, but like a manual on what you should know about certain sections. And that's available if you guys want to give us a call, of course, we can walk you through what that looks like. So, but I think just educating yourself, knowing what your market value is, if someone's offering you 350 and you walk 400, I think knowing why do you walk 400? What makes you think 400 is reasonable. And if it's just, well, because you offered me 350, I don't think that's a good argument. And I think it's a bit of a club with an argument on why you feel 400 is reasonable. And again, so know your worth, understand the data, which is a whole different topic, but also understand, you know, how to have that conversation to sell yourself, if you will, because positions or clinicians or scientists, they don't, they don't go to sales school, they don't go to marketing school, they, you know, they, they write their, you know, they don't even write creative, you know, resumes, like maybe some marketing or sales professionals would have a CV, which is, you know, it's supposed to be simple, right? Here's me, here's what I've done. You know, so I think having the frame of a salesperson or a marketing expert, I think is super important when you go through this process. Yeah, I know I love the reframe about, you know, everything's open for discussion. I think negotiating maybe has somewhat a negative connotation. People think it's me versus you, whereas again, I go back to Chris Foster, he actually highlights this in the beginning. He says, hey, we both have the shared goals. Like even when we're talking to hostages, we're like, hey, I want to make sure that you come out of this alive, right? And we get to be healthy and that kind of stuff. But I know we're coming up on time here, John. So you mentioned a lot of resources that you guys put up. We're going to be sure to link all your socials, put your website, contract diagnostics, people can reach out. You guys have done a ton of social media stuff, but also podcasts and that kind of stuff. I want to ask this last piece of questions. Obviously, we here think that, you know, our finances, our health, our contracts are critical when it comes to health and just lack of, you know, less burnout in the future and that kind of stuff. But from, from your frame, this question that's kind of central to the show here is, how do we add the health back to health care? This is a non contract question then. Well, it could be financial health, right? I think that's a key component when it comes to, when it comes to just long term health, right? Financial health is a key piece of physicians, but also just anybody in the health care industry. So previously, when we were talking about student loan experts, they've taken it from that regard, but you know, feel free to take it wherever you want to take it. So if I could take it wherever I want to take it, we're going to need another hour or so. Two minutes. No, I'm messing around, I'm messing around. So I would say, if I said, how do we bring the health back in? I think it's making sure that physicians are happy with what they do. I think I see so much stuff on burnout, I see so much position, so many physicians who want to change jobs, I see stats that, you know, 45% of radiologists are going to change jobs this year, and I don't think that's good for anybody, the physician, their family, the hospital, the community, or the primary care docs who are referring to docs. So I would say how do you get the health back? I would say the physicians work on how do they become happy in their jobs? I think part of that comes with the schedule, it becomes part of, it comes with the compensation, which I think are contract terms. I do think it's leaving employers on how to handle physicians in burnout, how to handle retention rates of physicians, and I think that there's lots of things that physicians can do to help balance the expectations of what they're willing to do for what compensation when they're going through their contract discussion. And if you're already at a job, it's when you're going through a renewal, or you don't even have to wait for renewal. You can raise your hand at any time and say, I'd like to talk about my terms. So that's what I would say as far as bringing the health back in is making sure that our physicians are happy coming to work, making sure that they're joyful, seeing their patients, making sure that when they do so, they are giving their 100% best in every situation because there's nothing in the periphery, such as a high call burden, or such as not being paid fairly, or knowing that their colleagues are making more than them. I think that's what I would bring it up to, which again, appeals back to the contract, the discussion up front, and ongoing as you stay in your job. Perfect. Thanks, son. I had a great time, man. I'm looking forward to round three. Thank you for listening to another episode of Medicine Redefined. There is some lot of insight that John was able to offer us with respect to physician contracts and arming ourselves with the knowledge so we can have better discussions and advocating for ourselves. I think that three key takeaways for me were that knowing that just because it's a negotiation between a physician and the employer, we have to be sure to approach these sensitive discussions with this fact in mind that we both have a shared goal. I think that'll set us up for a successful outcome. Number two, just because something isn't negotiable doesn't mean it's not up for discussion. Sometimes the latter is even more helpful and better in the longer. And number three, and maybe the most importantly, remember to advocate for yourself, but starts with getting informed about the process, a process that isn't taught but must be learned. I'd like to thank our team, Ethan and Herita Yeap for the production of the podcast. And last but not least, the most important disclaimer that everything in the podcast is for educational purposes only. It does not constitute the practice of medicine nor should it be construed as medical advice. No physician, patient relationship is formed and anything discussed in the podcast does not represent the views of our employers. We recommend that you seek the guidance of your personal physician, your personal attorney, your financial advisor, or somebody like John with contract diagnostics who can help you review your contracts. Remember, this is a lot of money on the line. A lot of information that's very, very critical. So a couple hundred bucks are going to go a long way. Now, if you enjoyed the show, please be sure to subscribe, review, and share with anyone who you think will get value from this. Until next time, thank you for listening.