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| Dear Friend,
Did you notice it?
Most likely you skipped right over all of those sections at the end of the contract. You know, the ones that you probably call “boilerplate” (that’s what lawyers call them, too).
Most people think that boilerplate is just extra stuff that lawyers toss in. Longer contracts mean more fees, right?
But boilerplate isn’t “extra stuff” at all; in fact, it’s the exact opposite: boilerplate got its name because it provides a protective layer around the rest of the contract, provisions design to help you sure that you get the deal that’s laid out in the deal-related provisions of the document.
Despite the mini-law school lesson above, there’s still a chance that most people gloss right over the boilerplate in an agreement. No, I know that’s not you, but just in case you forward a copy of this to someone else, let’s talk about one of the provisions that is far more important than it appears, the notice provision.
The notice provision is, as its name indicates, the provision describing who gets notice, how that notice must be delivered, and how much notice (i.e., how much time) must be given in order to trigger certain events under a contract, such as giving notice of breach and triggering the allotted time to cure.
In my opinion, there’s no such thing as a standard notice provision. Let’s play with some, but by no means all, of the alternatives and see what you think.
- Who gets notice? The parties alone or the parties plus someone else, say their legal counsel? If it’s to the parties plus someone else, must both actually be sent the notice or is it that notice to one is required but that the second receives it as a courtesy?
- If the parties are entities, is notice addressed to the entity itself or to a particular person?
- How is notice to be sent? By regular mail? By some type of special mail such as registered? By overnight courier such as FedEx? By email? By in person delivery? By more than one method?
- Is notice effective when it is dispatched or when it is received? What does “received” mean, actual receipt or deemed receipt? What about the kind of provision that says that notice sent by US Mail is effective, say, three days after mailing? It once took over a month for something mailed from our Santa Barbara office to reach the Dallas office—if that were a mailed notice, was I supposed to guess that it was sent and what it stated while it sat in some corner of the post office?
- Do your answers change depending on whether you think you are the one more likely to receive a notice or the one more likely to send it? Do your answers change depending on what sort of notice you’re most likely to receive or to send? The answers are likely “yes” and “yes”.
We could go on, but this isn’t an article about contract drafting. Instead, it’s a reminder to make sure that you engage in meaningful conversations with your legal counsel over all of the elements of an agreement, not just the ones that say that someone is going to pay you $120,000 a month as a management fee until further notice – oh, you probably noticed that notice bit. |
| | | Business Life in the Time of Coronavirus Mini-Series
The coronavirus crisis caused a short term economic crisis for many medical groups. Our mini-series shows you the way out. Plus, many of the concepts discussed are applicable during both good times and bad.
[If you haven't already seen them, follow this link to watch our entire series.] |
| | How to Deploy the Secret Sauce of Opportunistic Strategy
Webinar On Demand
They say that COVID-19 has changed the world, creating the "new normal." Many of your colleagues and many hospital administrators are running scared.
Others, leaders like you, know that crisis means opportunity.
Let me provide you with the strategic tools and insights that you need in order to seize opportunities, whether they’re in the context of your current business relationships, the expansion of your business activities, or the creation of new ventures.
You will learn:
•Defense as a defective default: It’s necessary, but not sufficient.
•Exploiting weakness: Drop the guilt and identify opportunity.
•Flat line negotiation is fatal: Understand its myths and limitations.
•Negotiation reality: Learn to identify and deploy on multiple planes to affect the outcome.
•Maneuver: Harness the power of maneuver, both in overall strategy and in specific negotiation strategy.
Others see a crisis and freeze in fear. Learn how to see the opportunities and obtain the tools to increase your odds of obtaining them.
The price to attend is $479. The cost of not attending is astronomical. |
| | | Wednesday - Does Your Employment Contract Have Teeth? - Medical Group Minute
Watch the video here, or just keep reading below for a slightly polished transcript:
Your practice has worked hard to expand to a second location or a third or a fourth. These can be other ASCs at which your group provides anesthesia, satellite offices for your cardiology group, or additional G.I. centers for your gastroenterology practice -- the story runs across all medical specialties.
But what happens when one of the members of your group who is assigned to work at different sites acts out on his or her bias against working at a particular location, perhaps by showing up late, or by making untoward comments to the staff, or by engaging in some other type of disruptive behavior?
The answer, of course, is that slowly but surely it begins to destroy your business opportunities. An anesthesiologist showing up late at a surgery center can be the beginning of the end of your group's entire relationship with that facility. The cardiologist who doesn't like working at your satellite office in the suburbs can easily telegraph this to referring physicians, drying up streams of business.
Certainly, there are personnel, management, and contractual issues involved. But on the purely contractual side, your practice's employment agreement or subcontract agreement with physicians must either delineate level of service expectations or make reference to policies and procedures that must be complied with. And your group must have "teeth" to enforce compliance as well as the will to do so.
Practices fall apart from the inside more often than most realize.
Take the time now to analyze the contractual protections your group has developed, or hasn't developed, before you need to start looking at what you can (or can't) enforce.
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| | | Listen to the podcast here, or just keep reading for the transcript.
Let’s say you’re the leader of a medical group. It could be a small group of a handful of physicians. Or, you could be the President and CEO of a 600 or 6,000 provider group. It doesn’t make any difference.
Here’s the point: You negotiated for some arrangement. It could be an agreement with a payor. It could be an agreement with a facility. It could be an agreement with almost anyone. And then six months or a year later, someone, whether it’s your original deal partner or a third party, approaches you with another agreement.
This could be as simple as a request for an amendment to the original deal. Or it could be as seemingly disconnected as being approached by a third party who proposes some other deal to you.
You have to ask yourself how entering into a seemingly benign amendment or how entering into a seemingly benign other arrangement, even with a third party, will impact that first deal. Which, of course, begs the question of whether you know of, and can quickly access, all of your existing agreements.
Many times, especially with the complexities of healthcare dealings and the complexities of healthcare compliance, “other” deals have a tremendous impact on your initial arrangement. You can’t look at them as stand-alone.
If you’re not careful, you can screw up years of planning. You can screw up the terms of an agreement. You can find yourself bound to terms that you had no idea you were agreeing to be bound to.
Catalog all of your agreements. Consider each new deal or arrangement in light of your existing ones as a matter of standard operating procedure.
Remember, it's not just the (new) deal that you're making, it's how that deal might change, or moot, or breach what's already in place.
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| | | Calibrate Your Compass
Read our exclusive RedPaper to guide you through this evolving situation.
The coronavirus crisis caused a short-term economic crisis for many medical groups. Our RedPaper shows you the way out. Plus, many of the concepts discussed are applicable during both good times and bad.
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| | Help Us Help You With Helpful Content
What tailored content would you most like to see during this
time? How can we focus on solutions to your most pressing strategic concerns?
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| | | | We all hear, and most of us say, that the pace of change in healthcare is quickening. That means that the pace of required decision-making is increasing, too. Unless, that is, you want to take the “default” route. That’s the one is which you let someone else make the decisions that impact you; you’re just along for the ride. Of course, playing a bit part in scripting your own future isn’t the smart route to stardom. But despite your own best intentions, perhaps it’s your medical group’s governance structure that’s holding you back.
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| In fact, it’s very likely that the problem is systemic. The Medical Group Governance Matrix introduces a simple four-quadrant diagnostic tool to help you find out. It then shows you how to use that tool to build your better, more profitable future. Get your free copy Free.
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| | | | Whenever you're ready, here are 4 ways I can help you and your business:
1. Download a copy of The Success Prescription. My book, The Success Prescription provides you with a framework for thinking about your success. Download a copy of The Success Prescription here.
2. Be a guest on “Wisdom. Applied. Podcast.” Although most of my podcasts involve me addressing an important point for your success, I’m always looking for guests who’d like to be interviewed about their personal and professional achievements and the lessons learned. Email me if you’re interested in participating.
3. Book me to speak to your group or organization. I’ve spoken at dozens of medical group, healthcare organization, university-sponsored, and private events on many topics such as The Impending Death of Hospitals, the strategic use of OIG Advisory Opinions, medical group governance, and succeeding at negotiations. For more information about a custom presentation for you, drop us a line.
4. If You’re Not Yet a Client, Engage Me to Represent You. If you’re interested in increasing your profit and managing your risk of loss, email me to connect directly. |
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