sample dentist texas employment agreement · with practitioner’s licensing and specialty, to...
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SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 1 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
SAMPLE DENTIST TEXAS
EMPLOYMENT AGREEMENT
Most employment agreements are prepared by the Employer’s attorney and weighted in the
Employer’s favor. Many practitioners believe they have little choice but to accept the contract as
it is originally written. Others make the mistake of thinking everything is negotiable. An acceptable
contract lies somewhere in the middle and will vary depending on the practice’s needs.
Practitioners should enter negotiations with a clear idea of what they want and what is minimally
acceptable. The goal of successful negotiations is to create a win-win for both parties, not a win at
the expense of the other party. A Practitioner must negotiate whatever terms he or she feels are
essential. Neither party will be well served by the practitioner accepting terms that will later make
the Practitioner miserable at his or her job. Both parties need to be creative and flexible in
negotiations. A Practitioner can gain insight into the likely future relationship with the practice
from the nature of the give and take during the contract negotiations. Little to no flexibility on the
part of the Employer could indicate that the Practitioner is seen only as a needed licensed individual
with the probability that someone else is waiting in line that will agree to the majority of their
terms. Open and creative negotiations could suggest that the practice is truly interested in the
Practitioner as a future and desired asset of the practice.
Any employment contract should be reviewed by an attorney, preferably by an attorney that is
familiar with health care contracts and who has no conflicts of interest. Remember that an attorney
can tell the Practitioner if it is a legal contract, but the attorney probably knows little about how
the Practitioner’s specific profession operates. The main objective of this sample agreement is to
help the Practitioner understand his or her contract. The Practitioner should not sign it if he or she
doesn’t understand it or cannot live with it It is up to the Practitioner to know the laws of his
or her profession and what the Practitioner’s concerns and expectations are when dealing
with the Agreement, not the attorney’s.
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 2 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
SAMPLE DENTIST TEXAS EMPLOYMENT AGREEMENT
This Employment Agreement (“Agreement”), effective as of _____, 201_ (“Effective
Date”), is entered into by and between ________________________, (P.A., P.C., P.L.L.C.) a
Texas Professional ______________ (“Employer. Corporation, Professional Limited Liability
Company”), (“Employer’) and ________________________ a Texas licensed dentist
(“Practitioner”) (each individually, a “Party”; collectively, the “Parties”).
Note that it says Employment Agreement and not Independent Contractor Agreement.
While there are few exceptions, it is highly unlikely that the practitioner will meet the IRS or Texas
Workforce Commission (TWC) requirements to be an independent contractor. In most cases the
practitioner would not want to be an independent contractor. As an employee, the Employer would
be responsible for paying one half of Social Security, workman’s comp plus any other benefits
provided by the employer.
The Texas Workforce Commission provides an Independent Contractor Test on its website.
The TWC offers guidance with questions about the classification of workers. Contact the
nearest TWC tax office for assistance. If someone has information that a business is not classifying
workers correctly, notify the TWC by email at [email protected], or by phone for
anonymous reporting. Include as much information as is known, such as the name of the business,
name of the owner/officer, the physical location of the business and the type of workers that are
being misreported to TWC. If a practitioner wishes to remain anonymous, instead of emailing,
call TWC at 512-463-2700.
RECITALS
1. Employer is a professional entity wholly owned by Texas Licensed Dental
Practitioner(s) organized under the Texas Business Organization Code (“TBOC”) to provide health
care services to its patient population.
The “corporate practice of medicine and dentistry” is illegal in Texas. Make sure that the
entity or individual(s) that the practitioner is signing an agreement with is licensed to practice
dentistry in Texas. With the exceptions of approved non-profits, hospitals and government
agencies, only a Texas licensed dentist can own a dental practice.
Many Employers are now contracting with dental management service
organizations(DSOs) to operate the licensed dental Employer’s practice under a Business Service
Agreement(BSA). Since the “corporate practice of dentistry” is illegal in Texas, many BSAs are
designed to mask and protect the true owners of the dental practice. The dental licensed Employer
may have little or no financial capital in the Employer and likely has little or no control over the
day to day operations of the dental office. DSOs may be owned by hedge funds, private equity
firms, retirement plans, insurance companies and anyone desiring to profit from a dental practice.
As such, it is likely that DSO profits may at times conflict with the doctor-patient relationship.
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 3 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
If the Employer is contracted with a DSO to provide services, a clause similar to the
following should also be added: All parties agree that the Practitioner is a third-party beneficiary
of the Management Services Agreement dated ________ between _______ and _______ (exhibit
___), and has standing to enforce its terms and conditions to ensure that the facilities, equipment,
supplies and services necessary to practice Practitioner’s profession are furnished as provided
therein.
Most dental management service organizations are not licensed to practice dentistry in
Texas. An entity that is wholly owned by dentists will be a Professional Employer (P.A.),
Professional Corporation (P.C.) or a Professional Limited Liability Company (P.L.L.C). Signing
a contract directly with a dental service organization or entity not licensed in Texas could lead to
potential legal issues and liabilities for the Practitioner. Remember that it is the Practitioner’s
license and career that could be on the line if the dental service organization that he or she
contracts with is not properly licensed or does not comply with the law.
2. Practitioner is licensed to practice profession in the State of Texas.
3. Practitioner, being willing to be employed by the Employer, and the Employer,
being willing to employ Practitioner, on the terms, covenants and conditions hereinafter set forth,
agree as follows:
II. EMPLOYMENT, TERM AND LICENSE TO PRACTICE
1. Employment. The Employer hereby employs Practitioner, and Practitioner hereby
accepts such employment, upon all the terms and conditions set forth in this Agreement.
2. Term. Practitioner’s term of employment under this Agreement shall be ___ (?)
years, commencing on ________________, and shall continue for a period through and including
______________, and shall expire after ________, unless extended in writing by both the
Employer and Practitioner or earlier terminated pursuant to the terms and conditions set forth in
this Agreement.
The Practitioner might want to begin with a one year agreement, particularly if the
practitioner has not worked with the Employer previously. Additionally, many employment
agreements have automatic renewals. Automatic renewals may not be in the Practitioner’s best
interest since the Practitioner may want to negotiate additional items or discuss concerns prior to
contract renewal. Most Practitioners would not want to automatically have terms extended while
on vacation, etc.
Within the first _____ months of this Agreement, the Practitioner may, without penalty at
his or her discretion, notify the Employer that he or she does not wish to continue employment
beyond the first _____ months.
Most people do not want to be immediately married to someone they have never met. Even
then, a divorce is available. However, when you sign an employment contract, you are making a
commitment you may not be able to get out of easily. The Practitioner may quickly realize that he
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 4 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
or she will not be happy with the Employer. Accordingly, the Practitioner should have some time
period early in the Agreement in which to realize the mistake and leave.
3. License to Practice. Practitioner possesses and shall maintain a valid license to
practice profession in the State of Texas and shall act at all times during the term of this Agreement
in accordance with all applicable state and in material compliance with federal statutes and
regulations.
III. DUTIES
1. Practitioner’s Duties. Practitioner shall render dental care and treatment consistent
with Practitioner’s licensing and specialty, to patients of the Employer at such place as assigned
by the Employer. Full-time practice is defined as a minimum of (30) scheduled hours per week at
the Employer’s offices. Practitioner shall be required to work no more than forty hours per week.
However, Practitioner, at Practitioner’s discretion, may work additional hours as agreed between
Employer and Practitioner. Furthermore, Practitioner acknowledges and understands that so long
as Practitioner is employed under this Agreement, Practitioner shall do all of the following
provided that the following do not contradict the rules, regulations, statutes and any other
applicable cannons of ethics applicable to the Practitioner’s profession.
Clarification of duties and hours worked must thoroughly be outlined and understood
before signing an employment agreement. For example, if the Practitioner is on a straight salary
and is told to see fifty patients a day during normal working hours, he or she might not be happy
if they are told to do their notes after hours without those hours being considered work hours. On
the other hand, the Practitioner might want that arrangement if he or she is paid on production or
collection and want to earn as much possible by treating as many patients as possible during
normal business hours.
(a) Practitioner shall keep and maintain (or cause to be kept and maintained) in
a timely fashion accurate and appropriate records in connection with all professional
services rendered by Practitioner under this Agreement and timely prepare and attend to,
in connection with such services, all reports, claims, and correspondence necessary and
appropriate in the circumstances or as the Employer may from time to time require;
(b) Practitioner shall comply with the policies, procedures, protocols, bylaws,
orders, rules, and regulations of the Employer and of any institutions at which Practitioner
will from time to time perform services for or on behalf of the Employer provided that the
Practitioner has been given prior written notice of such items and requirements;
Before signing any employment agreement, the Practitioner needs to read the
Office Policy Manuals and have a clear understanding of those policies. The Practitioner
needs to know what is expected of him or her as well as those with whom they are working.
The Employer’s policies may or may not be consistent with the Practitioner’s treatment
philosophy. The Employer or any DSO contracted by the Employer controls staff, handles
patient’s financial and staff complaints plus patient collection and financial arrangements.
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 5 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
How the Employer or DSO handles these will be a direct reflection on the Practitioner. A
disgruntled patient will likely blame any disapproval of the handling of these issues on the
Practitioner. This could lead to a complaint against the Practitioner with the Texas State
Board of Dental Examiners (TSBDE) and negative reviews for the Practitioner on social
media.
(c) Practitioner shall dismiss an established patient from continued care due to
patient noncompliance with Practitioner’s directives or office procedures in accordance
with established legal protocols.
This has not been much of an issue in the past. However, more and more
practitioners are working for practices managed by dental service organizations whose
loyalty is not necessarily to the doctor-patient relationship. No practitioner wants to
have a Dental Board complaint for abandonment against him or her because some office
personnel decided to dismiss a patient for failure to pay or being rude on the phone
without the Practitioner’s knowledge. Every practitioner should be familiar with the laws
and procedures for dismissing a patient from the practice. The Practitioner’s malpractice
carrier should be able to guide the Practitioner through the process if he or she is unsure
of the process.
(d) Practitioner shall promote to the extent permitted by law, applicable canons
of professional dental ethics, and Employer’s corporate compliance program, the
professional practice of Employer;
(e) Practitioner shall devote Practitioner’s time and efforts to provide services
for Employer’s patients and otherwise further properly fulfill the interests of the Employer;
(f) Practitioner shall use Practitioner’s best efforts to comply in all material
requests with the ethics of the profession as set forth in the ethical rules of all applicable
federal, state, and municipal laws, ordinances, and regulations relating to or regulating the
practice of profession and any subspecialty thereof which Practitioner is practicing under
this Agreement;
(g) Subject to the other provisions of this Agreement, Practitioner shall be
subject to the Employer’s reasonable direction and control with respect to activities on
behalf of the Employer, including but not limited to, the reasonable assignment and
scheduling of patients, the setting of working hours, the setting of vacations and leave
requests submitted at least 30 days in advance and pending approval of the Employer, the
times which Practitioner will be on call for patients under Practitioner’s care, and the
establishment of professional policies and procedures of which the Practitioner shall be
given prior written notice;
The scheduling of patients should not be so compacted as to interfere with
patient care. The scheduling should be reasonable, customary and mutually agreed to by
the Practitioner and Employer. For example, doubling the patient load to meet patients’
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 6 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
desired times is not reasonable. Rule 251.003 of the Texas Dental Practice Act states a
person is practicing dentistry if the person “controls, influences, attempts to control or
influence, or otherwise interferes with the exercise of a dentist's independent professional
judgment regarding the diagnosis or treatment of a dental disease, disorder, or physical
condition”. Sometimes the management of the Employer places financial productivity
above the doctor-patient relationship. It is the practitioner’s license and career on the line
if the treatment is rushed and does not meet the ordinary standards of care.
(h) Practitioner shall not pursue any activity which materially interferes with
Practitioner’s duties under this Agreement;
(i) Practitioner shall participate in professional activities consistent with the
maintenance and improvement of Practitioner’s professional skills, such as attendance at
professional conventions and post-graduate seminars and participation in professional
societies;
(j) Practitioner shall be courteous and respectful of the rights and dignity of
patients with which Practitioner shall come into contact and shall use best efforts to work
cooperatively with other Practitioners and administrative staff of Employer; and
(k) Practitioner shall not, without the express prior written consent of the
Employer, engage in promotional activity for professional services other than on behalf of
and for the benefit of Employer. Passive and personal investments and the conduct of
private business affairs by Practitioner shall not be prohibited. The expenditure of
reasonable amounts of time for teaching, personal, and charitable and professional
activities shall not be deemed a breach of this Agreement provided such activities do not
materially interfere with the services required to be rendered to Employer hereunder.
2. Employer’s Duties. Employer acknowledges and understands that as long as
Practitioner is employed under this Agreement, Employer shall do all of the following:
(a) Employer, at its expense, shall provide or arrange to have provided an office
and examination rooms on its premises for use by the Practitioner in treating and examining
patients;
(b) Employer, at its expense, shall engage the services of scheduling and billing
assistance, administrative and/or dental assisting personnel as is necessary for the
Practitioner to fulfill his or her professional obligations under this Agreement;
(c) Employer will maintain true and accurate financial records in accordance
with generally accepted accounting procedures and shall allow the Practitioner the right to
inspect a copy of the financial records used in or pertaining to the calculation of his or her
compensation at any reasonable time;
Practitioner should highly question working for an Employer who does not allow
him or her to inspect what is being billed or what is being collected under the Practitioner’s
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 7 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
license. The Employer could be underbilling or overbilling for the Practitioner’s services.
The Practitioner could be held personally liable for overbilling, particularly if the
overbilling occurred with Medicaid.
(d) Employer, at its expense, shall provide such equipment and supplies as are
customary and reasonably necessary for Practitioner’s performance of Practitioner’s
professional duties under this Agreement and such items shall be purchased and maintained
in accordance all applicable federal, state, and municipal laws, ordinances, and regulations
relating to or regulating to such items;
This clause is necessary to ensure that the Employer or managing DSO does not
purchase non-FDA approved or outdated material or fail to maintain equipment or
supplies that may directly affect a patient’s health or Practitioner’s license.
(e) Employer, at its expense, shall furnish access to such electronic health
records, instruments, gloves and items of wearing apparel required to perform the
Practitioner’s services under this Agreement;
(f) Employer, at its expense, shall maintain a permanent backup of any digital
records pertaining to Practitioner’s patients, including, but limited to health histories,
diagnoses, X-rays, treatment and billing of services provided by Practitioner during
Practitioner’s employment with Practitioner; and
(g) Employer agrees that the Practitioner has the right to interview and to make
recommendations regarding the hiring, firing or disciplining of any employees directly
supervised by the Practitioner and Practitioner agrees the Employer shall retain the final
discretion to discipline, hire or fire any such staff.
3. Employee Status. The Employer shall be responsible to direct, control, and
supervise the duties and work of Practitioner; provided, however, the Employer shall not impose
employment duties or constraints of any kind that would require the Practitioner to infringe upon
the ethics of the profession, to violate any law, rules or regulations or to differ materially and
adversely from those duties placed on any other Practitioner employee or affiliated Practitioner of
the Employer. Practitioner has no authority to enter into any contract binding the Employer or to
create an obligation on behalf of the Employer without written authorization from the Employer.
Employer has no authority to enter into any contract binding the Practitioner or to create an
obligation on behalf of the Practitioner without written authorization from the Practitioner.
It is important that the Practitioner not let the Employer sign him or her up with any
insurance carrier without understanding the terms and conditions of the insurance contract.
Certain indemnification clauses in the insurance contract could void the Practitioner’s
malpractice policy. The Practitioner should read each third-party payor insurance contract that
he or she or the Employer is requesting to become a provider, especially the indemnification
clauses in third-payor insurance contracts. If there are any doubts or questions as to the meaning,
the Practitioner should contact his or her malpractice carrier. Again, remember that it is the
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 8 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
Practitioner’s license and career at risk.
4. Treatment Decisions. Practitioner’s decisions regarding the diagnosis and
treatment of patients are solely the province of Practitioner, and all such decisions shall be the
responsibility of Practitioner to be rendered in accordance with the standards of practice in the
community in which the Employer is located.
This is an extremely important clause for the Practitioner to understand. The
Practitioner’s duty is to the patient first, not the Employer’s profit. Due to the rapid growth of
group practices, multi-specialty practices, and DSOs, the Practitioner may be pressured to focus
more on the Employer’s profit. For example, the Employer may ask the Practitioner to refer to
specialists, labs, etc. that are affiliated with the Employer. If the Practitioner does not feel that
such a referral is in the patient’s best interest, then the Practitioner should not make it. In fact,
some such referrals might be a violation of the Stark Law or Anti-Kickback Statutes. It is highly
unlikely that the Employer will sue the Practitioner because the Employer’s profit estimates were
not met. However, there is a good chance that the patient could sue the Practitioner should the
outcome be detrimental to the patient. Thus, it is important that the responsibility and authority
for all clinical decision making remains with the treating Practitioner.
The TSBDE has no authority over DSOs, only those persons licensed with the TSBDE.
However, Texas law states that anyone who “controls, influences, attempts to control or influence,
or otherwise interferes with the exercise of a dentist's independent professional judgment
regarding the diagnosis or treatment of a dental disease, disorder, or physical condition” is
practicing dentistry. In the event the Practitioner felt it necessary to file a complaint against
management for practicing dentistry without a license, the Practitioner would need to file a
complaint with the County District Attorney who would likely refer it to the Texas Dental Board
for investigation. The dentist should also report it to his or her malpractice carrier.
IV. COMPENSATION AND BENEFITS
1. Compensation. As compensation for services rendered to the Employer during the
term of this Agreement, Practitioner shall receive and the Employer shall pay the compensation
recited in this Agreement.
There are many different ways to compensate a Practitioner; straight salary, percentage
of production or collection, or a combination of two or more. Whatever method is agreed upon,
it is critical that the Practitioner know how it is calculated and be able to verify the calculations.
The example provided in this Agreement is based upon a percentage of net collections with an
initial salary draw.
It is important that the dentist know the answers specifically to question as to how he or
she will be compensated. Does the dentist get any credit for HMO capitation payments to the
practice since the practice is using his or her license in order to get the payments? Does the
dentist get credit for the hygiene exam? Does the dentist get any compensation for giving
injections for deep scalings done by the hygienist? Are there any deductions for lab bills? How
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 9 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
is the dentist compensated if he or she takes over dental procedures started by another dentist?
These questions and others must be addressed, answered and written into the Agreement before
the Practitioner signs.
2. Benefits. Practitioner shall be entitled to participate in the employment-related
benefits described in this Agreement.
3. Leave and Holidays. Practitioner shall be entitled to such personal time off (PTO),
continuing dental education leave, administrative leave, bereavement leave, and other leaves of
absence, and holidays as may be set out from time to time by the Employer.
4. Continuing Dental Education. Practitioner is encouraged and is expected, from
time to time, to attend meetings, conventions, post-graduate courses and seminars, and other
educational meetings in Practitioner’s specialty. Practitioner shall be entitled to time off for
Continuing Dental Education(CDE) as set forth in this Agreement.
5. Compensation. During each year of the Initial Term and for ____ full calendar
months after the termination of this Agreement for any reason, Employer will pay Practitioner an
amount equal to a) 40% of Collected Net Revenues for each dollar of Collected Net Revenues
between $1.00 and $800,000, b) 42% of Collected Net Revenues for each dollar of Collected Net
Revenues between $800,000 and $1,200,000 and c) 45% of Collected Net Revenues for each dollar
of Collected Net Revenues over $1,200,000. Collected Net Revenues means the sum total of all
revenue from all sources that the Employer actually receives for Practitioner’s professional
services rendered to Employer’s patient minus the cost of refunds and recoupments. For the
purpose of calculating Practitioner’s compensation, the amount of Net Collected Revenues will
reset to zero on the day after each yearly anniversary of the Effective Date. Any dental HMO
capitation monthly payments received by Employer due to Practitioner’s professional license shall
be revenue received for Practitioner’s professional services. Employer will pay compensation
monthly out of the previous month’s Net Collected Revenues. (By way of example and not as a
limitation, if on the first anniversary of the Effective Date the Collected Net Revenues are
$1,100,000, Employer will have paid Practitioner as compensation an amount equal to $446,000,
calculated as the sum of $320,000 (40% of $800,000) and $126,000 (42% of $300,000); by way
of further example, if the Practitioner’s employment terminated for any reason the day after the
first anniversary of the Effective Date, and the Employer subsequently collected an additional
$50,000 of Collected Net Revenue during each of the subsequent 4 months, then Employer would
pay Practitioner as compensation an amount equal to $60,000, representing 40% of $150,000 (3
months of Collected Net Revenue at $50,000 with Collected Net Revenue resetting to zero on the
same day that Practitioner’s employment terminated)).
It is important to know what is considered to be refunds or recoupments. Is the Practitioner
responsible for more than just patient refunds? Is the dentist responsible for full lab costs if there
is a redo? Is the Practitioner responsible for any fees that the Employer may pay the DSO for its
services? What are the Employer’s accounts receivables collection policy? Are accounts
receivables written off without much of an effort to collect? Are there additional recoupments
because of discounted insurance plans? Any and all downward compensation adjustments must
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 10 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
be spelled out in detail.
Employer has agreed to forward and guaranty Practitioner up to $15,000 for each of the first four
months of the Term. These funds will be offset against Practitioner's share of Collected Net
Revenue, allowing for Practitioner to receive $15,000 per month. For example, if Practitioner only
collects $10,000 in month one, Practitioner shall still receive compensation of $15,000 with the
Employer having forwarded the other $11,000.
If, after the first four months, Practitioner has collected $100,000, then Employer will have
forwarded $20,000 to Practitioner ($60,000-40,000). Continuing this example, if Practitioner
were to collect $80,000 in month five, then Practitioner should be entitled to receive $32,000 (40%
x 80,000). Of that $32,000, $15,000 will be the property of the Practitioner and $17,000 shall go
to the Employer. Conversely, if Practitioner only collects $36,000 in month five, Practitioner shall
receive $14,400 and will continue to owe $20,000 to the Employer. If the Agreement terminates
before Practitioner reimburses Employer the funds forwarded to the Practitioner, Practitioner's
debt to the Employer will not be forgiven.
6. Access to Payment and Collection Records. Employer agrees to allow Practitioner full
access to records, computer entries, patient or insurance payments, EOBs, or any other information
needed to verify accuracy of billing and/or collections practices regarding patients treated by
Practitioner.
This or some language similar is necessary to make sure that the Practitioner is properly being
compensated. The Practitioner must know whether the Employer or contracted DSO is billing,
collecting and paying the Practitioner correctly for services rendered. Additionally, the
Practitioner must be able to verify that no fraud is being committed in the billing process using
Practitioner’s license. It is the Practitioner’s license that is being used for payments. Even if the
Practitioner was unaware of any fraud committed using Practitioner’s license,
Medicare/Medicaid and others may seek restitution from the licensed Practitioner.
7. Patient Refunds. Employer agrees to timely refund all patient and insurance
overpayments.
The Centers for Medicare & Medicaid Services (CMS) has published a final 60-day rule
that requires anyone who has received an overpayment from Medicare or Medicaid to report and
return the overpayment within the latter of (1) 60 days after the date on which the overpayment
was identified and (2) the due date of a corresponding cost report (if any). Those who fail to timely
report and return an identified overpayment may be subject to substantial liability under the False
Claims Act. As such, it is important to promptly evaluate any information regarding a potential
overpayment made under the Practitioner’s license.
8. Employment-Related Benefits. Practitioner is entitled to participate in any 401(k)
plan, profit-sharing plan, or similar benefit plan, and group life, health, accident, disability, and
professional liability insurance or benefits, or other employee benefits available generally to
Practitioners employed by the Employer to the extent permitted by such plans and the applicable
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 11 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
statutes and regulations, as set out in the employee handbook, subject to modification in the
Employer’s sole discretion. If Practitioner elects to enroll himself or herself in Employer’s medical
and/or dental plan, Practitioner’s monthly stipend for such enrollment will be $___ for health
insurance and $___ for dental insurance, respectively. If Practitioner elects to enroll Practitioner
and spouse in Employer’s medical and/or dental plan, Practitioner’s monthly stipend for such
enrollment will be $___ for health insurance and $___ for dental insurance, respectively.
Practitioner shall receive the following annual allowances:
a. CDE allowance of $_________;
b. Dues, license, and subscription fees for the following listed organizations:
9. Professional Liability Coverage. Employer shall provide professional liability
insurance coverage for patient care services performed by Practitioner within the scope of
Practitioner’s duties under this Agreement and shall obtain such coverage from such insurers as
Employer may from time to time determine. The coverage of such policy shall not be less than
$200,000 per occurrence and $600,000 aggregate. Practitioner may obtain, at Practitioner’s sole
expense, such primary, supplemental, or additional professional liability insurance coverage as
Practitioner desires.
Before agreeing to any malpractice policy provided by the Employer, Practitioner should
read and understand it thoroughly. Practitioner should make sure that Practitioner, not the
Employer, has the sole consent to settle a claim. If Practitioner is considering a relatively short
employment or will be eventually be moving to a State where the policy will not be available, then
an “occurrence” policy should be considered. The occurrence policy should provide coverage
for any care that was rendered while the insurance policy was in effect without needing to purchase
a tail at termination. This strategy could be less expensive than purchasing a tail at termination.
However, always check with the malpractice carrier which coverage is best considering
Practitioner’s personal circumstance.
If Practitioner has a preexisting policy, then the Practitioner should consider negotiating
with the Employer to add a rider insuring the Employer. if possible, which is to be paid by the
Employer. Terminating a preexisting policy to add the Employer’s new policy could cause the
Practitioner to purchase tail coverage from prior employment should the policy be a “claims
made” policy.
Employers are now attempting to get the Practitioner to agree to a “hold harmless” or
indemnification clause. This type of clause requires the Practitioner to hold the Employer
harmless from any liability that the Employer may incur as a result of professional acts or
omissions of the Practitioner. That is, if a patient sues both the Practitioner and Employer because
of an alleged act or omission on the part of the Practitioner, the Employer desires that the
Practitioner will agree to pay for the Employer’s damages for liability. In some instances, the
alleged act may not have been due to the Practitioner’s actions but rather to the actions of another
of the Employer’s employees assisting the Practitioner. Such clauses are generally not advised
for the Practitioner because the execution of such a hold harmless clause may result in the
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 12 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
Practitioner assuming liabilities of the employer that may not be insured.
Under the legal doctrine of respondent superior, Employers generally are required to
indemnify and hold harmless employees for acts of negligence occurring within the course and
scope of work. Therefore, Practitioners generally do not need a clause ensuring the Employer’s
indemnification of them. However, since many Employers are contracting with DSOs to provide
employees to assist Practitioners, Practitioners should verify and approve the liability policy of
the DSO.
Most professional liability policies specifically exclude from coverage contractually
assumed liabilities in the Agreement. Agreeing to a hold Employer harmless clause could cause a
Practitioner to contractually assume the Employer’s liability. Consequently, the Practitioner may
be “going bare” or uninsured as to liability assumed under the Agreement. It would be prudent
for Practitioner to consult their malpractice insurer and attorney before agreeing to any hold
harmless clause.
10. Tail Coverage. In the event professional liability coverage for Practitioner is
provided on a “claims made” basis and extended reporting coverage (“tail coverage”) is required
upon termination of Practitioner’s employment to continue the coverage protection of Employer,
tail coverage will be obtained. Practitioner shall pay the premium for such tail coverage. Employer
shall have the right to pay the reasonable and necessary premium for the tail coverage in the same
limits previously maintained and deduct the amount of such premium from any amounts otherwise
due Practitioner under this Agreement or any other agreement between Employer and Practitioner.
Practitioner shall provide Employer with evidence of such tail coverage.
Again, Practitioner must fully understand his or her malpractice policy. Depending on the
policy, Practitioner may not need to pay for a tail if Practitioner is able to maintain the current
“claims made” policy that covered the time that Practitioner was employed with Employer.
Should Practitioner terminate the “claims made” policy that was in effect during the employment
with Employer, then it is possible that tail coverage would need to be purchased by Practitioner
covering the former Employer. Such coverage can become expensive.
11. Personal time off. Practitioner shall be entitled to fifteen personal days off per year
with vacation. Practitioner shall give Employer prior notice of his or her intent to take vacation in
order to arrange scheduling. Practitioner will obtain Employer’s consent before taking said
vacation, which consent shall not be unreasonably withheld. Practitioner shall be entitled to take
off five days per year for CDE. These CDE days shall not be included in and are in addition to
her time off described above. Additionally, Practitioner shall be entitled to take off the standard
holidays when the Employer is closed. PTO and CDE to be prorated the first year.
10. Place of Employment and Working Hours. Practitioner shall work (4) full days per
week, seeing patients from 8:00 am to 4:45 pm for two (2) days and 8:00 am to 5:30 pm for the
other two (2) days. In addition, Practitioner will work 6 Saturdays per year, every other month,
seeing patients from 8:00 am to 11:30 am.
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 13 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
It is important to know for the Practitioner to know which office location(s) the Practitioner
will be required to work. It is also important for the Practitioner to know what is considered work
hours. Are hours after closing required to maintain charts or hours treating emergencies after
closing time considered work hours?
V. CONDITIONS DURING EMPLOYMENT
1. Case Records and Histories. All dental case records, case histories, x-ray films, or
personal, regular and digital files concerning patients consulted, interviewed, examined, treated,
or cared for by Practitioner during Practitioner’s employment with the Employer shall belong to
and remain the property of the Practitioner. Upon termination of this Agreement, Employer agrees
to maintain Practitioner’s case records and histories in accordance with the laws of the State of
Texas. as amended. Practitioner shall have the opportunity after such termination, to reproduce at
Practitioner’s own expense and at reasonable times agreeable with the Employer, any of such
patient’s records, histories or files. Employer agrees to make Practitioner’s records available to the
patient of the Practitioner in accordance with the rules of the Texas State Board of Dental
Examiners. In the event that the Employer is dissolved, liquidated or fails to properly maintain
digital patient records during such time as this Agreement is in effect, all files, documents, and
records relating to each patient shall be delivered to the Practitioner designated in writing by the
patient or in the absence of such designation to the Practitioner who had the responsibility for the
care of such patient.
The Texas Dental Board does specifically deal with ownership and possession of records in Rule
108.8.
“Dental records are the sole property of the dentist who performs the dental service. However,
ownership of original dental records may be transferred as provided in this section. Copies of
dental records shall be made available to a dental patient in accordance with this section.”
“A dentist who leaves a location or practice, whether by retirement, sale, transfer, termination of
employment or otherwise, shall maintain all dental records belonging to him or her, make a written
transfer of records to the succeeding dentist, or make a written agreement for the maintenance of
records”.
“A dentist who continues to maintain the dental records belonging to him or her shall maintain
the dental records in accordance with the laws of the State of Texas and this chapter.”
“A dentist who enters into a written transfer of records agreement shall notify the State Board of
Dental Examiners in writing within fifteen (15) days of a records transfer agreement. The
notification shall include, at a minimum, the full names of the dentists involved in the agreement,
include the locations involved in the agreement, and specifically identify what records are involved
in the agreement. The agreement shall transfer ownership of the records. A transfer of records
agreement may be made by agreement at any time in an employment or other working relationship
between a dentist and another entity. Such transfer of records may apply to all or any part of the
dental records generated in the course of the relationship, including future dental records. A
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 14 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
dentist who assumes ownership of the records pursuant to this paragraph shall maintain the
records in a manner consistent with this section and is responsible for complying with subsections
(f) and (g) of this section.”
“A dentist who enters into a records maintenance agreement shall notify the State Board of Dental
Examiners within fifteen (15) days of such event. The notification shall include the full names of
the dentists involved in the agreement, the locations involved in the agreement, and shall identify
what records are involved in the agreement. A maintenance agreement shall not transfer
ownership of the dental records, but shall require that the dental records be maintained in
accordance with the laws of the State of Texas and the Rules of the State Board of Dental
Examiners. The agreement shall require that the dentist(s) performing the dental service(s)
recorded in the records have access to and control of the records for purposes of copying and
recording. The dentist transferring the records in a records maintenance agreement shall maintain
a copy of the records involved in the records maintenance agreement. Such an agreement may be
made by written agreement by the parties at any time in an employment or other working
relationship between a dentist and another entity. A records maintenance agreement may apply to
all or any part of the dental records generated in the course of the relationship, including future
dental records.”
“Dental records shall be made available for inspection and reproduction on demand by the
officers, agents, or employees of the State Board of Dental Examiners. The patient's privilege
against disclosure does not apply to the Board in a disciplinary investigation or proceeding under
the Dental Practice Act. Copies of dental records submitted to the Board on demand of the officers,
agents, or employees of the Board shall be legible and all copies of dental x-rays shall be of
diagnostic quality. Non-diagnostic quality copies of dental x-rays and illegible copies of patient
records submitted to the Board shall not fulfill the requirements of this section.”
Many Employment Agreements state that the records belong to and remain the property of the
Employer. As you can see, that is not what the law states. The Texas State Board of Dental
Examiners has not fully addressed the issue of Electronic Health Records and their transfer. The
Practitioner should make sure that there is an agreement that allows the Practitioner to access his
or her records should the Employer fail or the computer vendor fail financially.
2. Loyalty. Practitioner shall devote Practitioner’s best reasonable efforts to the
performance of Practitioner’s duties under this Agreement. During the term of this Agreement,
Practitioner shall not at any time or place whatsoever, either directly or indirectly, without the prior
written consent of the Employer, engage in the Practitioner’s profession to any extent whatsoever,
except under and pursuant to this Agreement, and all fees (less overpayments and refunds) and
other income attributable to Practitioner’s professional services during the term of this Agreement
shall belong to the Employer. Practitioner may expend reasonable amounts of time in teaching,
scientific and clinical study activities, and charitable and professional activities (“Other
Activities”) so long as such activities do not interfere with the obligations of Practitioner under
this Agreement or violate Article VII hereof. All remuneration to Practitioner for Other Activities
shall be retained by Practitioner; provided, however, that Practitioner’s undertaking of Other
Activities shall not use Employer’s assets or personnel to a substantial extent (as determined by
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 15 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
Employer in its sole and reasonable discretion) or, in the alternative, the substantial use of
Employer’s assets or personnel shall be first approved by the Employer, which approval shall not
be unreasonably withheld.
3. Malpractice Claims, Board Investigations and Peer Review Notes. Practitioner
represents and warrants that, to the best of Practitioner’s knowledge, Practitioner is not currently
a party to any lawsuits or investigations involving Practitioner’s practice of profession, except as
expressly disclosed and which is attached to this Agreement and incorporated by reference.
Practitioner further represents and warrants that, to the best of Practitioner’s knowledge,
Practitioner knows of no facts that would reasonably cause Practitioner to believe that such an
action or investigation would be initiated. Practitioner shall promptly notify the Employer of any
pending or threatened malpractice claim or demand for payment made against Practitioner, or
incident which is likely to give rise thereto, and provide such related information as to such claim,
demand, or incident as the Employer may request. Additionally, Employer shall promptly notify
the Practitioner of any pending or threatened malpractice claim or demand for payment made
against Practitioner, or incident which is likely to give rise thereto, and provide such related
information as to such claim, demand, or incident as the Employer may request. Furthermore,
Practitioner shall promptly notify the Employer of any action or investigation taken by any
licensure board to restrict or revoke Practitioner’s license to practice profession.
4. Assignment of Right to Bill. As a condition of Practitioner’s employment
hereunder, Practitioner hereby assigns to the Employer any right Practitioner might have from time
to time to bill any third-party payor, including, without limitation, Medicare and/or Medicaid, for
professional services. Practitioner acknowledges that the Employer shall submit these billings in
its own name, and that Practitioner is hereby precluded from billing any third-party payor for
Practitioner’s professional services. The Employer will at all times bill and collect for services
provided by the Practitioner in material compliance with all applicable laws, regulations, and third-
party payor requirements. Employer will at all times pay overpayments in a timely manner in
material compliance with all applicable laws, regulations, and third-party payor requirements. The
Employer shall at all times allow the Practitioner access to any records necessary to verify the
accuracy of Practitioner’s billing and payment receipts.
It is imperative that the Practitioner be allowed to verify what is being billed and collected under
the Practitioner’s license. The patients balance could show zero but this may not be the case. The
Practitioner should also run an “unallocated payments” report for that Practitioner. The
unallocated payments report should show little to no amounts unallocated. It is possible that the
Employer could be collecting overpayments and not allocating them to the patient’s account and
holding the money. These overpayments could be over collection of deductibles, insurance
payments, etc. This could be a large liability to the Practitioner should the Employer fail to
properly credit the overpayments or fail to pay the overpayments. Again, it is the Practitioner’s
license at risk.
If the Practitioner is paid on collections or production, the Practitioner should regularly check
the results of the Employer’s collection efforts. Aging accounts receivable reports for services
provided by the Practitioner should be run on a regular basis. Additionally, the Practitioner
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 16 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
should run reports showing any financial adjustments to Practitioner’s patient accounts and write
offs of accounts receivables.
The Practitioner should always approve a refund for a service which is not an
overpayment. Giving the Employer the right to decide to whom and how much to refund could
lead to an event that needs to be reported to the National Practitioner Databank. Should a patient
demand a refund of fees for services performed, it is advisable for the Practitioner to consult with
his or her malpractice carrier before giving any refund.
VI. TERMINATION
1. Immediate Termination by Employer. This Agreement shall terminate immediately
upon delivery of written notice upon the occurrence of one any of the following events:
(a) The suspension, limitation, revocation, or cancellation of the Practitioner’s
license to practice profession in the State of Texas provided that such suspension,
limitation, revocation, or cancellation of the Practitioner’s license is not cured within thirty
(30) days after such event, however, until Practitioner’s license is reinstated, Practitioner
may not practice his or her profession;
No Practitioner wants to suddenly be terminated because a license or policy
renewal notice was sent to the wrong address, lost in the mail, etc. Make sure that you
have some sort of cure provision to avoid immediate termination.
The Texas Dental Board has strict laws about license renewal. The law states, “A
person required to hold a license as a practitioner under this subtitle who fails or refuses
to apply for renewal of a license and pay the required fee on or before the specified date
of each calendar year is suspended from practice; and subject to the penalties imposed by
law on any person unlawfully engaging in a practice regulated under this subtitle. A
person who is otherwise eligible to renew a license may renew an unexpired license by
paying the required renewal fee to the board before the expiration date of the license. A
person whose license has expired may not engage in activities that require a license until
the license has been renewed.”
(b) Employer’s or Practitioner’s inability to procure professional liability
coverage for Practitioner provided that Employer’s or Practitioner’s inability to procure
professional liability coverage for Practitioner is not cured within thirty (30) days after
such event, however, until coverage is procured, Practitioner may not practice his or her
profession;
(c) Suspension, revocation, or cancellation of Practitioner’s DEA license
provided that such suspension, revocation, or cancellation of the Practitioner’s license is
not cured within thirty (30) days after such event, however Practitioner may not prescribe
any drug requiring a DEA license until Practitioner’s license is reinstated;
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 17 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
(d) The restriction, suspension, or revocation of the Practitioner’s participation
in the Medicare and/or Medicaid programs;
(e) The imposition of any suspension, restriction, or limitation by any hospital
or governmental authority to such an extent that Practitioner cannot perform the services
required under this Agreement;
(f) The conviction of Practitioner of a felony or misdemeanor involving moral
turpitude;
(g) An act or omission by Practitioner which places a patient’s health or safety
in unreasonable danger of imminent and serious harm; or
(h) Failure of Practitioner (i) to provide care to patients in a manner consistent
with the standards established in the dental community in which Practitioner practices
and/or by the Employer, (ii) has a Final Adverse Action (as defined in 42 U.S.C. Section
1320a-7e) taken against him or her of which Practitioner has received prior written notice
or enters into a settlement or other disposition of a matter wherein the allegations, if true
and pursued to judgment would have resulted in a Final Adverse Action, if in the good
faith opinion of the Employer a material part of such allegations are substantially true, (iii)
to comply with any state or federal laws, rules or regulations; or (iv) to abide by the policies
and healthcare procedures of Employer;
The Texas Dental Association (TDA) does have a voluntary peer review process for
its members. The TDA peer review process involves peer members from the local society
which could present a conflict of interest. Additionally, the TDA process does not allow an
attorney to represent the parties at any hearing, examination, meeting, or other proceeding
in the peer review setting; and/or participate in any conversation, interview,
communication, hearing, examination, meeting, or other proceeding in the peer review
setting. Before submitting to a voluntary peer review process, a dentist should always
consult his or her malpractice carrier as to their recommendations before agreeing to any
peer review process. Failure to do so could restrict or void the malpractice carrier’s duty
to represent the dentist further on the matter.
(i) The death of Practitioner.
2. For Cause Termination by Employer. This Agreement may be terminated for cause
by Employer upon the occurrence of any of the following events which remains uncured for a
period of ten (10) days following delivery of written notice to Practitioner specifying such issue in
sufficient detail:
(a) Practitioner’s failure or refusal to perform faithfully and diligently the
duties required under this Agreement or to comply with the provisions of this Agreement;
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 18 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
(b) Practitioner’s failure or refusal to comply with the policies, standards, and
regulations of Employer, including, but not limited to, utilization management, quality
improvement, or credentialing policies, which from time to time may be established by the
Employer and of which Practitioner has received prior written notice;
(c) Practitioner’s engaging in conduct amounting to fraud, dishonesty, gross
negligence, willful misconduct, or conduct that is unprofessional, unethical, or detrimental
to the reputation, character, or standing of Employer or its Practitioner employees or
affiliated Practitioners;
(d) Practitioner’s revocation of Practitioner’s assignment to Employer (or
Employer’s designee) of the right to bill and collect for all professional services performed
by Practitioner;
(e) In the event that failure to terminate Practitioner’s employment would be
inconsistent with, or detrimental to, appropriate patient care;
(f) Practitioner commits a breach of any obligation under this Agreement,
provided Practitioner has not remedied the violation to the reasonable satisfaction of
Employer or provided a plan to remedy such violation, which plan is acceptable to
Employer in its reasonable judgment, within fifteen (15) days of receipt of written notice
of the violation from Employer, which notice shall state with reasonable particularity the
alleged violation;
(g) Habitual drunkenness, drug addiction or similar impairment;
(h) Failure or inability of Practitioner to remain credentialed by payors
representing seventy-five percent (75%) or more of the collected revenue related to
Practitioner fees of the Employer; or
(i) Failure or refusal of Practitioner to provide Employer with information
reasonably requested by Employer for Employer to evaluate whether Practitioner is in
violation of this Agreement or has committed any act or omission which might constitute
cause for termination.
Some Employers are attempting to require the Practitioner to pay liquidated damages.
Most of these liquidated damages appear to be punitive in nature to keep the Practitioner from
early termination or a penalty for termination for cause by the Employer. Contract damages are
not allowed to be punitive (to punish), so liquidated damages that appear to be punitive should not
be enforceable. The Practitioner should question the intent of the liquidated damages clause. To
avoid appearing punitive, contract clauses will include phrases such as “not a penalty”. The
Practitioner should avoid agreeing to any liquidated damages clauses.
3. Termination due to Disability. If during the Term of this Agreement, Practitioner
shall be unable, in the reasonable estimation of the Employer, due to physical or mental condition
or incapacity, to perform the essential functions of Practitioner’s duties under this Agreement, with
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 19 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
or without reasonable accommodation, Employer shall continue to pay Practitioner the full
monthly compensation for a period not to exceed ninety (90) days. Thereafter, if Practitioner is
still unable, in the reasonable estimation of the Employer, due to physical or mental condition or
incapacity, to perform the essential functions of Practitioner’s duties under this Agreement, with
or without reasonable accommodation, it shall be deemed an undue hardship to the Employer to
continue the employment relationship and all obligations to this Agreement may be terminated by
the Employer.
4. Termination by Practitioner with Cause. This Agreement may be terminated for
cause by Practitioner immediately upon the occurrence of any of the following events upon
delivery of written notice of such termination to Employer:
(a) Employer fails to pay Practitioner any amounts owed by Employer pursuant
to this Agreement, provided that such breach is not cured within ten (10) days after written notice
to Employer of such payment breach;
(b) Employer fails to provide any benefits set forth in this Agreement or the
policies of Employer, provided that such breach is not cured within ten (10) days after written
notice to Employer of such breach;
(c) Employer shall breach any other covenant of Employer under this
Agreement, provided that such breach is not cured within thirty (30) days after written notice to
Employer of such breach;
(d) Employer is suspended, excluded or debarred from participation in any
federal or state governmental healthcare program (including Medicare or Medicaid), whether such
suspension, exclusion or debarment is voluntary or involuntary;
(e) In the event (i) of the dissolution of the Employer; (ii) of the insolvency or
bankruptcy of the Employer (whether voluntary or involuntary); (iii) the Employer makes a general
assignment for the benefit of creditors; or (iv) the Employer discontinues its operations; or
(f) The Employer violates any law or regulation, or the rule of any
governmental agency, as determined by a ruling or other binding decision of a court of law or such
applicable governmental agency, which violation materially adversely affects Practitioner’s
license or ability to practice profession, or Practitioner’s ability to participate in any governmental
healthcare program, or subject Practitioner to termination, discipline, or other adverse legal action
by a third party payor; provided that if such violation is due to the act or omission of Practitioner,
then such violation shall not be cause for termination by Practitioner.
5. Termination Without Cause. Practitioner or Employer shall have the right to
terminate this Agreement without cause at any time upon ninety (90) days prior written notice to
the other Party.
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 20 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
6. Compensation Upon Termination. Upon termination of this Agreement for any
reason, the Employer shall continue to remain responsible to pay Practitioner based on her
Collected Net Revenues for the ______ full calendar months immediately following the month in
which the date of termination occurred.
The Practitioner should allow no less than three months and preferably a longer period to
allow accounts receivables to be collected.
7. Continued Right of Offset Following Termination. Following termination of this
Agreement, Practitioner shall remain liable to Employer for any amounts that Practitioner owes to
Employer.
8. Access to Patient Information and Records after Termination. Notwithstanding
anything in this Agreement to the contrary, during the period within 120 days immediately after
the cessation of Practitioner’s employment and at Practitioner’s written request, the Employer will
provide Practitioner with the names and amounts of the accounts receivable, including but not
limited to an aging accounts receivables report, any overpayments due patient or third party payors
plus any unallocated payments on the date of termination for Practitioner’s professional services
rendered during the term of the Agreement. Additionally, at reasonable times and with written
request to the Employer, Practitioner shall have the privilege to access and obtain verification of
any payments owed to Practitioner or any payments owed to Employer under this Agreement.
If the Practitioner is paid on a production or collection basis, then it is helpful to know
approximately how much should be due or payable for Practitioner’s service. Additionally, the
Practitioner needs the ability to verify that accounts receivables were collected and that any
refunds were properly paid .
9. Right of Offset. In the event of termination of this Agreement for any reason,
Employer shall be entitled to withhold any amounts due to Practitioner under this Agreement and
apply any such amounts withheld against any obligations owed to Employer by Practitioner.
Practitioner shall receive a credit on any obligations to which such withheld amounts are applied.
10. Notices. Upon notice of termination by either the Employer or Practitioner, the the
Employer shall;
(a) Timely assist the Practitioner in preparing Practitioner’s notification to
patients as required by law.
The Texas State Board of Dental Examiners does not specifically require a notification of
discontinuance of practice. The TSBDE does have Rule 108.5 regarding patient abandonment. It
states,
(a) A dentist, without reasonable cause, shall not abandon a dental patient. Once a dentist
has undertaken a course of treatment, the dentist, absent reasonable cause, shall not
discontinue that treatment without giving the patient adequate notice and the opportunity
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 21 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
to obtain the services of another dentist. A dentist shall exercise the level of care necessary
to prevent jeopardizing the patient's oral health during this process.
(b) Under this section, a dentist shall give a minimum of 30 days written notice of his/her
intent to discontinue undertaken treatment. Notice shall be either hand-delivered to the
patient or sent via certified mail, return receipt requested to the patient's last known
address, with the dentist retaining a copy of the notice letter in the patient's file along with
proof of service. Adequate notice shall include the following:
(1) a short description of the patient's current status, including the patient's
current diagnosis and a summary of the patient's current treatment plan;
(2) a short description of the patient's present and future needs;
(3) an explanation regarding the consequences of non-treatment;
(4) a recommendation that the patient continue care with another dentist; and
(5) a clear statement emphasizing that the dentist is available to provide any
emergency treatment necessary to prevent patient harm during the 30-day period.
(c) A dentist shall remain reasonably available to render any emergency treatment
necessary under (b)(5) of this section for up to 30 days from the date of such notice.
The TSBDE rule does not define reasonable cause. Who is responsible when the owner-
dentist of the practice or the managing DSO fails to cooperate with the terminated dentist? Who
is responsible for patient damages in such an event? If the Employer and/or managing DSO fails
to cooperate with the Practitioner’s termination, the Practitioner’s malpractice carrier should be
notified immediately of the circumstances.
(b) Timely assist the Practitioner in completing any course of treatment in order
to not abandon a patient.
(c) Provide Practitioner with the names and addresses of any third-party payors
that Employer has billed for Practitioner’s professional services.
The Practitioner needs to notify the insurance companies, Medicare, Medicaid, etc.
that Practitioner no longer practice with the terminated employer. It is possible that the
former Employer and/or managing DSO could fraudulently bill under the Practitioner’s
license following termination. In such a case, Medicare or Medicaid could seek restitution
from the Practitioner. The Texas State Board of Dental Examiners(TSBDE) does not keep
an active updated database giving the current location where a dentist practices. For
example, an unethical former Employer, knowing that the Practitioner is no longer treating
Medicaid at the new location, could continue to bill for Medicaid procedures not
performed by the Practitioner.
VII. COVENANTS CONFIDENTIALITY, COVENANT NOT TO COMPETE
AND NON-SOLICITATION COVENANT
1. Covenants. As a condition of employment, Practitioner agrees to be bound by the
covenant not to compete and the covenant not to solicit ____ days after the commencement date
of this Agreement which is incorporated in this Agreement; provided, however, the covenant not
to compete and covenant to solicit Practitioner’s patients shall not be applicable and shall be null
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 22 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
and void if this Agreement is terminated by Employer without cause at any time during the first
______ days of the Agreement or terminated at any time by Practitioner with cause in each case
as permitted.
Ignoring the covenant not to compete can be disastrous for the Practitioner. There are
many things to consider. Should it commence immediately? Will the Employer be truly damaged
within the first 180 days should the Practitioner feel that he or she no longer desires to be employed
or vice versa? Is the time period reasonable? Is the radius reasonable for the Practitioner’s
specialty? What are the Practitioner’s plans after termination? Where do the patients come from?
Where does the Practitioner reside?
The Practitioner should remember that the covenant not to compete terms such as time,
radius and buy-out price may be negotiable with the Employer. Recently, many covenants not to
compete have become more onerous and less negotiable with practices purchased by private equity
funds, hedge funds, etc.
2. Background. Practitioner will acquire, at the outset and during the course of
Practitioner’s employment with the Employer, certain valuable, proprietary, and confidential
information concerning the Employer, including but not limited to, the patients of the Employer;
the services provided by the Employer; the referring Practitioners, health insurers, third party
payors, employers, and employees with which the Employer has relationships; the business
operations of Employer, including organizational documents, employment and independent
contractor agreements, vendor contracts, accounting methodologies, policy and procedure
manuals, forms, protocols; third party payor contracts; policies, trademarks, service marks,
designs; the clinical aspect of the Employer, including protocols, policies, and procedures, patient
lists, clinical trials; documentation relating to the provision of services performed hereunder; and
other copyrighted, patented, trademarked, or legally protectable information that is confidential
and proprietary to the Employer (all of which is referred to as “Confidential Information”), the
revelation to a third party of which would damage the practice, goodwill, and competitive position
of the Employer. Additionally, Practitioner will acquire at the outset access to and the benefit of
the substantial positive name recognition and goodwill of the Employer and the Employer’s
favorable relationships with patients, referring Practitioners, health insurers, third party payors,
employers, and employees. Practitioner is entering into the Practitioner Employment Agreement
for, among other purposes, the purpose of making and binding Practitioner to the covenants
regarding confidentiality, non-solicitation, and non-competition contained in this Agreement and
without such agreement of Practitioner to be so bound, the Employer would not agree to permit
Practitioner access to and the benefits of such name recognition, goodwill, and relationships.
3. Confidential Information. Practitioner agrees not to use Confidential Information
during the term of this Agreement or thereafter for a period of ____ (?) years, except in furtherance
of Practitioner’s obligations under this Agreement, without the express, prior written consent of
the Employer. During the term of this Agreement and for a period of ____ (?) years thereafter,
Practitioner shall not release, disclose, or disseminate any Confidential Information of the
Employer to any other person or entity except as medically or dentally necessary, upon the prior
written authorization of the Employer, or as specifically required by a court of competent
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 23 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
jurisdiction or governmental agency, and except in the case that this information has already been
made public or becomes public by no breach of the Practitioner. Upon termination of this
Agreement, Practitioner shall promptly return any Confidential Information in Practitioner’s
possession or control to the Employer.
4. Covenant Not To Compete. Practitioner acknowledges that the Employer has taken
risks and expended a great deal of time, effort, and resources (financial and otherwise) in
developing the Employer’s practice, including establishing substantial positive name recognition,
goodwill, and relationships with patients, other Practitioners, third party payors, health insurers,
employers, and employees, which all give the Employer a significant competitive advantage.
Practitioner further acknowledges that Practitioner from the outset will benefit and profit
significantly from the Employer’s acceptance of Practitioner into its dental practice and from these
expenditures of time, effort, and resources by the Employer, including its substantial positive name
recognition, goodwill, and relationships, which will permit Practitioner’s practice to grow and
thrive. Practitioner acknowledges the Employer’s legitimate business interest in protecting the
value of its investment of time, effort, and resources, and its substantial positive name recognition,
goodwill, and relationships with patients, referral sources, third party payors, health insurers,
employers, and employees, as well as in guarding against the improper use of any Confidential
Information. Practitioner agrees that this covenant not to compete is reasonably designed to protect
these legitimate business interests of Employer. Therefore, Practitioner agrees that beginning
_______ days after the commencement date of Practitioner’s employment with the Employer and
for a period of _____ (?) years after the date of the termination of this Agreement for any reason,
except for termination of the Practitioner by Employer without cause at any time within the first
365 days of employment and except for termination of this Agreement by Practitioner at any time
for cause pursuant to Section III of this Agreement, Practitioner shall not, directly or indirectly,
within a geographic area that is within a ____ (?) mile radius of the Employer’s offices where
Practitioner has spent at least fifty-one percent (51%) of his or her time for the past twelve (12)
months, establish an office to engage in the Practitioner’s profession or become associated with
any practice, group, professional Employer, Practitioner-hospital organization, managed care
entity, or any other entity delivering Practitioner’s professional services, either as an employee,
stockholder, investor (other than a publicly-held corporation in which Practitioner is not an officer,
director or employee), partner, sole proprietor, agent, or consultant, which is in any way
competitive with the business of the Employer, it being intended by the parties that for the agreed
period Practitioner will perform no act which may confer any competitive benefit or advantage on
any enterprise in competition with the Employer (“Non-Compete Covenant”). Notwithstanding
anything to the contrary, in the event of (i) termination of the Practitioner by Employer without
cause at any time within the first 365 days of employment pursuant to this Agreement and (ii)
termination of this Agreement by Practitioner at any time for cause pursuant to this Agreement,
then this Non-Compete Covenant shall not apply to Practitioner and shall be null and void, and
notwithstanding the nonsolicitation covenant in Section 6 below, Practitioner shall be permitted to
solicit any patient that was seen or treated by Practitioner within one (1) year prior to termination
of this Agreement.
5. Activities Allowed under Non-Compete Covenant. Notwithstanding the terms and
conditions of the Non-Compete Covenant, Employer shall:
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 24 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
Not deny Practitioner a list of patients seen or treated by Practitioner within one (1) year of
termination of this Agreement;
Provide Practitioner access to records of patients seen or treated by Practitioner upon proper
authorization from the patient, and Employer shall provide such records for a reasonable fee as
established by Texas law or regulation;
Provide Practitioner access to a list of patients to patient’s records in the same format in which
such lists or records are maintained, except by mutual agreement by Practitioner and Employer;
Allow Practitioner to buy-out of the Non-Compete Covenant pursuant to Section 8 below of this
Agreement; and
Not prohibit Practitioner from providing continuing care and treatment to a specific patient during
the course of the patient’s acute illness; provided, however, Practitioner shall give Employer
written notice of any patient for whom Practitioner is assuming the responsibility to provide such
continuing care and treatment, along with a copy of proper written patient authorization for
Practitioner to access and/or obtain copies of the patient’s records.
6. Covenant Not to Solicit. Practitioner agrees and covenants that during the Term of
this Agreement and for a period of twelve (12) months following the termination of this
Agreement, Practitioner shall not either (i) directly as a partner, employer, agent, independent
contractor, or employee, or (ii) indirectly through a corporation, partnership, affiliate, subsidiary,
employer, or otherwise, unless approved by the Employer:
Solicit, induce, or attempt to induce, in connection with any business competitive with that of the
Employer, patients of any Practitioner employed by or under contract with the Employer to leave
the care of such Practitioner, provided, however, upon termination of employment, Practitioner
shall be permitted to deliver notices to patients as required by Texas law and rules, and Practitioner
shall be permitted to solicit patients that were seen or treated by Practitioner within one year of
termination of this Agreement to the extent permitted by the specific exceptions to the Non-
Compete Covenant in Section 4 above; or
Solicit, induce, or attempt to induce, any employee, consultant, or other persons employed or
otherwise under contract with the Employer to leave the employment of, or to discontinue their
Employer with the Employer.
7. Remedies. The Parties acknowledge and agree that (i) the covenants and restrictions
contained in this Agreement are necessary, fundamental, and required for the protection of
legitimate business interests of the Employer; (ii) such covenants and restrictions relate to matters
which are of a special, unique, and extraordinary character; (iii) such covenants and restrictions
are reasonable as to the time limits, geographical area, and scope of activity to be restrained; (iv)
such covenants and restrictions do not impose a greater restraint than is necessary to protect the
goodwill or other business interest of Employer; and (v) a breach of any such covenants or
restrictions will result in irreparable harm and damages to the Employer, which cannot be
adequately compensated by a monetary award. Accordingly, the Parties expressly agree that in
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 25 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
the event of an actual or threatened breach by Practitioner of the obligations not to disclose or use
Confidential Information or to solicit or compete contained in this Agreement, the Employer shall
be entitled to a temporary restraining order and/or an injunction to specifically enforce the
provisions of this Agreement. Further, nothing herein shall be construed as prohibiting
compensation to the Employer for such breach or threatened breach, including the recovery of
damages from Practitioner and for reasonable attorneys’ fees.
8. Buy-Out of the Non-Compete Covenant. The Parties stipulate and agree that a
violation of the Non-Compete Covenant shall result in actual damages to Employer that are
difficult to accurately estimate. The parties further stipulate and agree that a reasonable calculation
of such damages shall be ____________ Thousand Dollars ($?), and Practitioner shall pay such
amount to Employer as a reasonable buy-out of Practitioner’s obligations to abide by the Non-
Compete Covenant in the event that Practitioner, at Practitioner’s option, practices profession, or
intends to practice profession, in violation of the Non-Compete Covenant upon termination of this
Agreement.
At this time, Texas dentists do not have specific covenants that must be addressed for the
covenant not to compete to be enforceable. However, the dentist should follow the guidelines
established for physicians. Any dental covenant not to compete would fall under Section 15.50(a),
which partially reads that a “covenant not to compete is enforceable if it is ancillary to or part of
an otherwise enforceable agreement at the time the agreement is made …” This would imply that
an employment agreement between two licensed dentists or an Employer wholly owned by licensed
dentists would be an enforceable agreement provided all are licensed to practice in Texas.
However, this law does bring into question covenants not to compete made directly with
DSOs not wholly owned by Texas licensed dentists. In Penny v. OrthAlliance, 255 F. Supp. 2d 579
(N.D. Tex. 2003), the Court's Summary Judgment Order held that the contracts between the
dentists and DSO were illegal in their entirety and thus unenforceable.
Many DSOs have a Business Service Agreement (BSA) contract with a Texas licensed dentist. This
DSO contracted dentist then hires the licensed providers under his or her practice entity in order
to attempt not to violate “the corporate practice of dentistry” laws. The money to pay the licensed
practitioners usually comes to the contracted DSO licensed dentist from the DSO. This now brings
into question the enforceability of the covenant not to compete under this arrangement.
Healthcare providers must receive something of value or “consideration” from their Employers
independent of salary, bonuses, benefits and access to patients that justifies restricting the provider
from practicing in competition with the Employer for a period of time within a geographical
limitation after the provider leaves his or her Employer. Without adequate consideration, a
noncompete agreement may not be enforceable. Did the dentist contracting with the DSO provide
adequate consideration for the Practitioner employee dentist’s covenant? Does the dentist
contracted with the DSO really own the covenant not to compete or is it simply form over
substance? Can the dentist employee’s covenant truly be assigned to a different entity without the
express written consent of the employee dentist?
The enforceability of covenants not to compete in employment contracts for healthcare
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 26 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
providers is a rapidly evolving legal topic, and there is no clear direction from the courts or the
Texas Legislature at the moment. With the growth of hospitals, multi-specialty groups, private
equity firms and hedge funds controlling and funding healthcare offices, the covenants not to
compete will likely decrease access to healthcare for the citizens of Texas.
VIII. MISCELLANEOUS
1. GOVERNING LAW. THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED, AND
GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. EXCLUSIVE VENUE FOR
ANY ACTIONS ARISING UNDER THIS AGREEMENT SHALL BE IN A COURT OF COMPETENT
JURISDICTION IN PRACTITIONER’S COUNTY, TEXAS.
Venue should be in the State and near the County where the Practitioner practices. Many
practices contracted with a DSO may provide venue in a distant County or even another State.
Enforcing the Practitioner’s rights under the Agreement will be more difficult and expensive in a
venue that is not near the Practitioner.
Many employment contracts now contain arbitration clauses. However, arbitration clauses
may not be in the Practitioner’s best interest. In arbitration, there is no judge, jury or right to an
appeal. The arbitrators do not have to follow the law, and there is no public review of decisions
to ensure the arbitrator got it right. Moreover, contracts typically name the arbitration that must
be used – the one preferred by the Employer. The Practitioner could lose important protections
for blowing the whistle on waste or fraud or for initiating or participating in a class action lawsuit,
for example.
2. Authority to Contract. Each Party represents and warrants to the other Party that
such Party that (i) the execution of this Agreement has been duly authorized by such Party, (ii) the
Party’s representative executing this Agreement on its behalf is duly authorized to do so, and (iii)
this Agreement is the binding obligation of such Party, enforceable against such Party in
accordance with its terms, except as enforceability may be restricted, limited, or delayed by
applicable bankruptcy or other laws affecting creditors’ rights generally and except as
enforceability may be subject to general principles of equity or other legal principles
3. Notices. Any and all notices required or permitted to be given under this
Agreement shall be sufficient if furnished in writing and personally delivered or sent by registered
or certified mail, postage prepaid, return receipt requested, to Practitioner’s last known residence
in the case of Practitioner, and to ____________________ (to the attention of the Administrator),
in the case of Employer.
4. Modification. This Agreement shall not be modified or amended except by a
written document executed by both Parties to this Agreement, and such written modification(s)
shall be attached to this Agreement.
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 27 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
5. Assignment. If Employer assigns its rights under this Agreement, the Practitioner
shall have sixty (60) days within which to elect to continue working under the terms and conditions
of this Agreement or to terminate the Agreement.
This is an important clause to address. With the rise of private equity firms, hedge funds,
etc. purchasing practices, Employers are adding assignment clauses which do not require the
consent of both parties. The Practitioner may not want to work for the new Employer or may want
to renegotiate the Agreement.
6. No Third Party Rights. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies on any persons other than the Parties and their respective
successors and permitted assigns, nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third persons to any Party, or to give any third persons
any right of subrogation or action against any Party.
7. Waiver. No waiver by either of the Parties of any failure by the other Party to keep
or perform any provision, covenant, or condition of this Agreement shall be deemed to be a waiver
of any preceding or succeeding breach of the same or any other provision, covenant, or condition.
All rights and remedies granted or referred to in this Agreement are cumulative; resort to one shall
not preclude resort to another or any other right or remedy provided by law.
8. Headings. The headings set forth in this Agreement are for convenience only and
shall have no bearing whatsoever on the actual content of this Agreement.
9. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and together shall constitute one and the same
instrument, with one counterpart being delivered to each Party. In making proof of this Agreement,
it shall not be necessary to produce or account for more than one such counterpart containing the
signatures of all Parties.
10. Additional Documents. Each of the Parties shall execute any document or
documents that may be reasonably requested from time to time by the other Party to implement or
complete such Party’s obligations under this Agreement.
11. Attorney’s Fees. In any action brought to interpret or enforce this terms and
provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees
and court costs in addition to any other relief that may be awarded or granted.
12. Impossibility of Performance. Neither Party shall be liable nor deemed to be in
default for delay or failure in performance under this Agreement or other interruption of services
deemed to be a result, directly or indirectly, from acts of God, civil or military authority, acts of
public enemy, war, accidents, fires, explosions, earthquakes, floods, failures of transportation, or
any other event not caused by or beyond the reasonable control of the Party.
13. Severability. In case any one or more of the terms or provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 28 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
invalidity, illegality, or unenforceability shall not affect any other term or provision of this
Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained in this Agreement so long as such deleted provision does not
materially adversely affect the benefit of the bargain for a Party.
14. Compliance with Law. The Parties enter into this Agreement with the intent of
conducting their relationship in full compliance with applicable federal, state, and local laws,
including, but not limited to, the Medicare/Medicaid anti-fraud and abuse statutes and regulations,
the Health Insurance Portability and Accountability Act of 1996, as amended, the Texas Dental
Practice Act, and the Texas Health and Safety Code. Notwithstanding any unanticipated effect of
any of the provisions in this Agreement, neither Party shall intentionally conduct itself (and shall
take particular care to assure that no employee or agent of the respective Party conducts itself)
under the terms and conditions of this Agreement in a manner that constitutes a violation of any
law or in a manner that would jeopardize either Party’s participation in any federal or state
healthcare program, including, without limitation, Medicare or Medicaid. In the event any state
or federal laws or regulations, now existing or enacted or promulgated after the effective date of
this Agreement, are interpreted by judicial decision, a regulatory agency, or legal counsel of
Employer or Practitioner in such a manner as to indicate that the structure of this Agreement may
be in violation of such laws or regulations, Employer and Practitioner shall amend this Agreement
as necessary within thirty (30) days unless a shorter time period is required by law or a
governmental agency. To the maximum extent possible, any such amendment shall preserve the
underlying economic and financial arrangements between Employer and Practitioner. If this
Agreement cannot be amended to comply with such legal requirements and preserve the financial
arrangement, then either Party may terminate the Agreement upon 30 days prior written notice
unless a shorter period is required by law or a governmental agency.
15. ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE SOLE AND
COMPLETE UNDERSTANDING OF THE PARTIES AND SUPERSEDES ANY PRIOR WRITTEN OR ORAL
AGREEMENTS OR UNDERSTANDINGS BETWEEN THEM CONCERNING THE SUBJECT MATTER OF
THIS AGREEMENT. THIS AGREEMENT AND ITS ATTACHMENTS FURTHER CONTAIN THE ENTIRE
AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT.
THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS, PROMISES, AGREEMENTS,
ARRANGEMENTS, OR UNDERSTANDINGS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, BETWEEN
THE PARTIES WHICH ARE FULLY EXPRESSED IN THIS AGREEMENT.
The Practitioner needs to remember that any promises, agreements, etc. made orally or in
writing by the Employer to the Practitioner are not binding unless they are in the Agreement and
any amendments to the Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date first written above.
EMPLOYER:
EMPLOYER
PRACTITIONER:
EMPLOYEE
SAMPLE TEXAS DENTIST EMPLOYMENT AGREEMENT VER. 1.0 PAGE 29 © 2017 CONCERNED DENTISTS OF TEXAS, INC. (CDOT) ALL RIGHTS RESERVED DISCLAIMER: This document is intended for informational purposes only. CDoT does not warrant the accuracy or validity of the
content contained herein. Any legal advice must be obtained from an attorney. CDoT will not be liable for any damages, losses or causes
of action of any nature arising from the use of this document.
By: Employee
Date: Date:
Name: _____________________________
Title: ______________________________