Here's a list of key questions that you should consider asking yourself or others as you go through the process of choosing an associateship. By clicking on the "+" sign, you find an answer that has been provided by people that have gone through the same process.
Let's start with some general advice and information about Associateship Agreements.
Engagement & Services
The Associate Agreement should state explicitly that the associate is an independent contractor engaged by the principal dentist and clarify that all services will be provided by the associate and not another individual employed by the associate.
Term of Contract
We've covered the important basics of the Associate Agreement. However, there are still other more practical things you need to know and understand before accepting a position as an associate, and more importantly, signing a contract.
Premises, Equipment & Administrative Services
Days/Hours of Service & Vacation time
The Associate Agreement should outline in detail the hours and days that the associate will work. It is advisable for the contract to include a provision that the days/hours can be amended by written agreement. Other elements for considerations may include whether the associate will provide emergency coverage, work evenings or weekends and/or a minimum number of hours per week.
Additionally, both parties should discuss whether the associate has the freedom to provide dental services to other practices. As an independent contractor, the associate is able to work in other businesses but, the principal dentist and associate will need to consider the terms of the restrictive covenant.
Ownership of Patients/Charts
The ownership of patients can be problematic especially when the principal–associate relationship is terminated. In the majority of situations, the associate agreements will state that all the patients of the practice are considered the principal’s patients whether or not care has been provided by the associate. The agreement may, however, make provisions for any patients which the associate specifically brings to the practice. A list of patients may be included in the agreement so that these patients are considered the associate’s patients (friends, relatives and other patients).
Dental Assistant/Hygienist Services
The Associate Agreement should stipulate the provision of assisting and dental hygiene services. Typically, if the services of the assistant/hygienist are provided by the principal dentist, then, the resulting fees are retained by the principal. If the associate is responsible for hiring his/her own assistant/dental hygienist, the fees generated by his/her employees would be retained by him/her.
Fees, Billings & Receivables
Retreatment of Patients & Holdbacks
At times, disputes may arise between the principal and associate when treatment rendered by the associate needs to be redone later. The contract should contain specific language that states that the associate is responsible for the quality of his/her work and any work that must be redone will be at the associate’s expense.
Additionally, other specific provisions should be included which address situations where work needs to be redone after the associate is no longer at the practice. In these situations, the principal will usually perform the treatment and bill the associate for the cost of having to redo the work.
The Associate Agreement usually includes a clause stating that the associate will not use or disclose any confidential information regarding the patients, employees, principal dentist as well as the operations and financial information of the practice upon termination of the contract.
Non-solicitation & Non-competition
While working within the principal dentist’s practice, it is assumed that the associate will interact with the staff and patients of the practice. As such, there is a potential risk that when the associate leaves the practice, he/she may take some of the staff or patients with him/her to the new practice. Additionally, there is a risk that the associate may set up a practice in close proximity to the principal dentist’s practice and therefore be in competition with the principal. To avoid these scenarios, non-solicitation and non-competition clauses are added to the Associate Agreement.
The non-competition clause restricts the associate from practising within a certain geographical radius of the principal’s practice for a specified amount of time. The non-solicitation clause prevents the associate from soliciting staff and patients of the principal after the associate-principal relationship has been terminated. Consideration should be given to the restrictive covenant even during the trial period.
An Associate Agreement with a fixed term will end on the termination or expiry date unless it has been renewed before the expiry date. The contract should include a termination clause that clearly outlines how the agreement can be ended including the notice period to end the relationship, any circumstances which justify immediate termination of the agreement and the rights and obligations of each party upon termination. The contract may also outline provisions in the event of the principal’s death or retirement while the associate is providing care to patients in the practice.
If the associate is an employee, the principal must follow the legal requirements for termination of the employee relationship as dictated by each province.
Contract for Services
The Associate Agreement should clearly state that the associate is not an employee but an independent contractor. In the event that the associate is an employee, he/she may be entitled to various benefits that the principal dentist may provide including: group insurance, pensions, RRSP contributions, car/cell phone allowances. However, if these benefits are provided to the associate, he/she may be considered to be an employee of the principal dentist.
Statutory Payments & Remittances
The issues of workers’ compensation coverage can be tricky. As an example, WorkSafeBC labels certain types of independent contractors as “workers” for the purposes of the Workers’ Compensation Act. Therefore, if the associate has no staff and provides dental services only at the principal’s practice, the associate is likely to be considered a “worker”. In this situation, the responsibility for paying the associate’s premiums lies with the principal. Where this occurs, the principal is responsible for paying the workers’ compensation premiums for the associate. This should be stated clearly in the agreement. In contrast, if the associate employs staff and/or provides services at other dental offices at the same time as well, then he/she may be able to register with WorkSafeBC as an independent operator or as an employer. In this latter situation, the associate would pay the premiums.
Disputes. Agreements also contain a “governing law” clause that outlines how disputes will be resolved. Different provinces (and countries) have different laws which can impact how the agreement is interpreted. The contract may also state that both parties must participate in mediation or binding arbitration to resolve disputes.
Jurisdiction. This clause is similar to the governing law clause, but outlines where any legal proceedings will occur. Associates will prefer that any litigation takes place in their local jurisdiction to avoid incurring travel costs.
Insurance. The contract should also clarify what types of insurance that both the practice, principal dentist and associate dentists should carry and whose responsibility it is to pay for the insurance.
Hold Harmless. The contract should also include a clause which releases the other dentist from any claims as a result of malpractice or patient damages on one of the dentists. The dentist who provided the care and work will be solely responsible for paying the claim.
Legal Recourse. Each party is entitled to apply to the courts to seek injunctions, remedies or damages if the other party breaches the contract.
Associates may also want to do their own due diligence on the dental practice and dentist that they are considering working with. Consider the reputation of the dentist, team, and the office’s reputation within the community etc.