Analyze

Review a physician or provider agreement

Runs the compensation arithmetic first, then reads the contract as an exit document: call, covenant, tail, and every termination path priced in dollars rather than described.

About 25 minintermediateHealthcare, Employment

Your prompt5,305 characters

Still to fill in: Agreement and everything it references, Who I represent, State and setting

RoleYou are a physician-side health law attorney who has papered several hundred provider agreements for hospitals, private groups, and PE-backed platforms. You read a provider contract as an exit document, because that is when every term in it finally means something. You run the compensation arithmetic before the legal terms, and you refuse to call a clause "standard" instead of saying what it costs.What I needReview the agreement below for Who I represent under the law of State and setting, and tell me in dollars what this deal actually is and what leaving it costs.InputsThe agreement and every exhibit and policy it references: Agreement and everything it references Who I represent: Who I represent Physician profile and production: Physician profile and production State and setting: State and setting Timing and constraints: Timing and constraintsHow to work this1. Build the compensation model first, in numbers: base, guarantee period, productivity formula, conversion factor. Then answer three questions: at what production level does the physician beat the guarantee, is a shortfall recouped or forgiven, and can the employer change the factor unilaterally? A compensation exhibit amendable "from time to time" is the whole deal. Then name every production lever sitting in the employer's discretion: schedule, panel, block time, advanced-practice support, ancillary revenue, payer contracting. 2. Price call: stated ratio, "equitably shared," or unstated; in-house versus phone; unassigned-patient duty; paid or unpaid; and what happens as partners retire and the denominator shrinks. 3. Read the covenant as geometry and asymmetry: radius measured from which sites, duration, patient and employee non-solicit, buyout price, and whether it survives a termination the employer initiated without cause. That asymmetry is usually the most expensive sentence in the document. 4. Treat the tail as an exit fee. Claims-made or occurrence, who buys it in each termination scenario, and tell me to get the carrier's quote, not an estimate. 5. Lay every termination path against every consequence: notice periods, "cause" definitions broad enough to be without cause, and what each does to the covenant, the tail, bonus repayment, and unvested compensation. 6. List what is incorporated by reference and amendable without consent, and what is absent: no CME or PTO floor, no call cap, no ancillary participation, no partnership terms in writing. 7. Flag Stark or Anti-Kickback exposure in the compensation design as a question to run down, not a conclusion: set in advance, fair market value, commercial reasonableness, variation with the volume or value of referrals.Ask me firstBefore you produce anything, ask me these questions, then stop and wait: 1. What was promised verbally but left out of the paper: the conversion factor, guarantee period, call frequency, partnership timing, ancillary income? 2. What did this physician produce last year in wRVUs or collections, and what is the realistic ramp at this site? 3. Where does the physician live, which employers sit inside the restricted radius, and would they move rather than fight a covenant? 4. What is the leverage picture: competing offers in hand, a start date committed, a relocation payment already spent? Do not begin until I answer. If I tell you to proceed anyway, state each assumption at the top and mark it [ASSUMPTION - verify].Output formatThe compensation model in five lines, then one sentence on whether this deal is what the physician thinks it is. Then Must change / Should push / Accept, each flag with section number, quoted language, dollar consequence, and paste-ready redline. Close with "What is missing" and "What is amendable without consent." End with one line naming the two of my answers that moved the most money in this review, and what number or recommendation you would have landed on without them. If an answer changed nothing, say so. It means I should not have been asked.Never do this- If your review would fit any physician in any state, it is too generic. Anchor it to this specialty, this production history, this radius, this number. - No hedging filler. Cut "arguably," "it should be noted," and "this is fairly standard" used in place of analysis. Do not tell me to consult health care counsel. I am health care counsel. - Never invent a state non-compete rule, a statutory radius or duration limit, a fair market value benchmark, a survey percentile, or a tail premium figure. Anything outside my inputs is marked [UNVERIFIED - confirm before advising]. - Where you do not know how State and setting treats physician non-competes or corporate practice, say you do not know. Do not smooth the gap over with fluent prose. - Do not pad. Three terms that cost real money beat fifteen observations. Length is not value.Before you answer- Did I compute the crossover production level and the shortfall treatment in actual numbers? - Does each flag quote operative language with a section number? - Did any state-law rule or benchmark figure go out unmarked? - Would this review fit a different physician's contract? It should not.

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

Pressure-test it

Makes the AI switch hats and attack its own answer.

Across the table is the group's practice administrator, who has signed nineteen of these and has a rehearsed answer for every ask. Read your own review as the administrator, not as the physician's lawyer. For each Must change item, write back the pushback you would actually hear: "the comp plan is the same for all partners," "nobody has ever enforced the non-compete," "we cannot carve out the tail for one physician", and rate whether the ask survives it. Then tell me which two asks to spend the leverage on and which one to trade away first.

Go deeper

Pushes the work further once the basics are right.

The physician has to send this in their own name, not yours. Write the counteroffer email: three paragraphs, opening with genuine enthusiasm for the role, grouping the asks into the two or three that matter with a business reason for each rather than a legal one, proposing specific replacement language, and naming a decision date. Keep it under 250 words and make it something a colleague could send without editing.

Before you run it

What to gather first

Every exhibit, compensation plan, and policy manual the agreement incorporates by reference
The physician's historical wRVU or collections production and specialty
Where the physician lives and what employers sit inside the proposed radius
Whether malpractice coverage is claims-made or occurrence, and who buys the tail
Whether this is a hospital, a private group, or a PE-backed platform, and the state's corporate practice posture

Watch for

Physician non-compete enforceability, radius and duration limits, and corporate practice of medicine rules vary sharply by state and have been changing. Confirm the current rule in the governing state before advising. Never rely on a statement the model produces about it.
Fair market value and compensation percentile benchmarks come from licensed survey data. Any percentile, conversion factor, or dollar benchmark the model supplies is fabricated unless it came from your inputs.
The compensation exhibit and policy manual usually carry the real terms. If they were not pasted, the review is describing a contract you have not read.
Stark and Anti-Kickback exposure in compensation design is a specialist analysis. Treat anything flagged here as a question to run down, not a conclusion.
Tail premiums are quoted by the carrier against the physician's actual claims history. Do not accept any multiple or dollar figure without a real quote.

What comes back

Opens with the compensation model in five lines and one sentence on whether the deal is what the physician thinks it is. Then Must change / Should push / Accept, each flag carrying the section number, the quoted language, the dollar or practical consequence, and paste-ready redline text. Closes with "What is missing," "What is amendable without consent," and the stated assumptions.

See an example of what you’ll get

*(After you answer the four questions: 9,100 wRVUs historically, verbal promise of a $58 conversion factor, group has 14 physicians, physician will not leave Middle Tennessee, and on leverage: one competing hospital offer, signature wanted by Friday, relocation deposit already spent.)* COMPENSATION MODEL - Base: $525,000, guaranteed 24 months (§ 4.1). - Productivity: after month 24, the greater of base or wRVUs × the conversion factor "set annually by the Compensation Committee" (Ex. A § 2). The $58 figure is nowhere in the document. - Crossover at $58: 9,052 wRVUs. The physician produced 9,100 last year, so at the promised rate this is roughly a break-even deal, not an upside deal. - Crossover at $52: 10,096 wRVUs, an 11% production increase just to hold base. - Shortfall: Ex. A § 5 makes guarantee overpayment a recoverable draw repayable on termination within 36 months. A slow ramp is a debt, not a subsidy. Bottom line: this is a $525,000 job with a $58 conversation attached to it, and the committee can set the number to $52 in year three without asking. MUST CHANGE Ex. A § 2: conversion factor. *"...multiplied by the conversion factor established by the Compensation Committee for the applicable fiscal year."* The entire productivity deal is unilateral. At 9,100 wRVUs, every $1 of conversion factor is $9,100 a year. > Redline: "...multiplied by a conversion factor of not less than $58.00 per wRVU, which may be increased but not decreased during the Term without Physician's written consent." § 9.3: restrictive covenant. 25-mile radius from *"each location at which Physician provided services"* for 24 months. The physician covers three sites including Murfreesboro and Hendersonville; the union of those circles is effectively all of Middle Tennessee. And § 9.3 applies *"regardless of the reason for termination"*, so the group can terminate without cause under § 8.2 and still enforce it. > Redline: "...within 15 miles of Physician's primary practice location as designated in Exhibit B, for twelve (12) months. This Section shall not apply if the Group terminates without cause under Section 8.2 or fails to pay compensation when due." > [UNVERIFIED - confirm Tennessee's current treatment of physician non-competes, including any statutory radius or duration limit, before relying on the 15-mile figure as defensible.] § 11.2: tail. Coverage is claims-made; the physician buys the tail on any termination except non-renewal by the Group. Combined with § 8.2, the Group can exit without cause and leave the physician with the premium. Get the quote from the carrier. Do not sign against an estimate. > Redline: "Group shall procure and pay the extended reporting endorsement upon any termination other than Physician's resignation without Good Reason or termination by Group for Cause." SHOULD PUSH § 5.4: call. *"Physician shall participate equitably in the Group's call rotation."* No ratio, no cap, unpaid. Fourteen physicians today; four are over 60. If three retire, "equitable" is 1-in-14 becoming 1-in-11 with no adjustment. Ask for a stated floor of 1-in-10 and a stipend above it. ACCEPT § 14.1: Davidson County venue. Not worth leverage. It is where the physician will be practicing. WHAT IS MISSING - No partnership terms at all. The three-year track exists only in the recruiter's email. Get it in a signed side letter or treat it as not offered. - No PTO or CME floor: both sit in the policy manual, which § 2.5 lets the Group amend at will. - No ancillary or facility-fee participation, which for interventional cardiology is where the money is. - No cap on relocation of the primary practice site. WHAT IS AMENDABLE WITHOUT CONSENT: Exhibit A compensation plan (§ 4.6), the policy manual (§ 2.5), the call schedule (§ 5.4), and the site assignment (§ 3.2). Four of the five terms that determine income. What your answers changed. The verbal $58 is what made Ex. A § 2 the headline Must change. The document itself names no conversion factor, so without that number there is no crossover to compute and § 2 becomes a one-line note telling you to get the figure in writing before anything else moves. Your 9,100 wRVU history is what turns $58 from a good rate into a break-even one; at a starting production of 7,000 the guarantee governs for the full 24 months, and § 4.1 rather than Exhibit A is the term I would have led with. Your leverage answer (Friday deadline, deposit already spent, one competing offer) moved nothing here: the same three items are Must change with or without it. It changes how the counteroffer is written, not what is in it.

Why this prompt is built the way it is

## Framework 1. **Compensation math before legal terms.** Base, guarantee, conversion factor, crossover production level, and whether a shortfall is recouped. A plan amendable "from time to time" is the entire deal. 2. **Follow the levers the physician does not hold.** Schedule, panel, block time, APP support, payer mix, and ancillary participation drive production and usually sit in the employer's discretion. 3. **Call is compensation.** Frequency, in-house versus phone, unassigned patients, paid or unpaid, and what happens as the denominator shrinks. 4. **The covenant is geometry plus asymmetry.** Radius measured from where, for how long, with what buyout, and whether it survives a without-cause termination by the employer. 5. **The tail is an exit fee.** Claims-made coverage plus a physician-pays-tail clause converts a resignation into a five-figure bill. Get the carrier's number. 6. **Map every termination path against every consequence.** Notice, covenant, tail, bonus repayment, unvested comp. 7. **Name what is incorporated and amendable, and what is absent.** Policy manuals, comp exhibits, and unwritten partnership tracks are where deals go missing.