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Dental Associate Contract Review: What To Look For

The Short Answer

Associate contracts determine your compensation, restrict your future options, and define the terms of your employment relationship. The provisions you accept today can affect your career for years, especially restrictive covenants that limit where you can practice after leaving.

Key areas to review: compensation structure and calculation methodology, restrictive covenants (noncompete, nonsolicitation), termination provisions and notice requirements, and any partnership track language.

This guide is for you if: You have received an associate contract and want to understand what to look for before signing, or want to negotiate better terms.

Have an associate contract to review? Schedule a consultation to understand the implications and identify negotiation opportunities.

Important: Contract terms and enforceability vary by state. This guide discusses common provisions but should not be relied upon for specific legal advice. Have qualified counsel review any contract before signing.

Compensation Structures

Compensation is typically the first thing associates focus on, but the structure matters as much as the percentage. The same nominal rate can produce very different income depending on how collections are calculated, what adjustments apply, and when payments are made.

Common Compensation Models

Structure How It Works Typical Range
Percentage of Collections You receive a percentage of cash actually collected on your production 25% to 35%
Percentage of Production You receive a percentage of billed production regardless of collection 22% to 30%
Daily Guarantee Minimum daily rate or percentage of collections, whichever is higher $500 to $1,000/day minimum
Base Plus Bonus Fixed salary plus bonus based on production or collections exceeding threshold $120k to $180k base
Straight Salary Fixed compensation regardless of production $140k to $200k

Critical Questions About Compensation

  • Collections or production? Collections based compensation ties your pay to cash received, not services rendered. If the practice has collection problems, you bear that risk.
  • What counts as "your" production? Does hygiene exam production count? What about procedures started by another provider?
  • How are adjustments handled? Insurance write offs, patient discounts, and refunds can significantly reduce collections.
  • When are you paid? Monthly? After collections are received? Lag time affects your cash flow.
  • Are lab fees deducted? Some contracts deduct lab costs before calculating your percentage, significantly reducing compensation on crown and bridge work.

Example: Impact of Lab Fee Deduction

Crown procedure billed: $1,500

Lab fee: $200

Your rate: 30% of collections

Without lab deduction: $1,500 × 30% = $450

With lab deduction: ($1,500 - $200) × 30% = $390

Lab fee deductions reduce your compensation by $60 per crown. Over a year, this adds up significantly.

Restrictive Covenants

Restrictive covenants limit what you can do during and after employment. These provisions can significantly affect your career options, so understanding their scope and enforceability is critical.

Types of Restrictive Covenants

Noncompete

Prohibits you from practicing dentistry within a geographic radius for a period after termination. Typical terms: 5 to 15 miles, 1 to 2 years.

Nonsolicitation of Patients

Prohibits you from soliciting or treating patients of the practice after leaving. May apply even outside noncompete radius.

Nonsolicitation of Employees

Prohibits you from recruiting staff to leave with you. Typically 1 to 2 years after termination.

Confidentiality

Prohibits disclosure of practice information including patient lists, fee schedules, and business practices. Often perpetual.

Enforceability of restrictive covenants varies dramatically by state. California largely prohibits noncompetes. Other states enforce reasonable restrictions. Even in enforcement friendly states, overly broad covenants may be modified or struck down. For detailed analysis, see our guide on restrictive covenants in dental contracts.

Noncompete Considerations

Before accepting a noncompete, understand exactly what you are giving up. Consider where you might want to practice if this position does not work out. Is there another opportunity within the restricted radius? Would you need to relocate? The best time to negotiate covenant terms is before you sign, not when you want to leave.

Termination Provisions

Termination provisions determine how either party can end the relationship and what happens when they do.

Key Termination Terms

  • Notice period: How much advance notice must you give to resign? Most contracts require 60 to 90 days. Shorter is better for your flexibility.
  • Termination for cause: What constitutes "cause" allowing immediate termination? Is the definition specific or vague?
  • Termination without cause: Can either party terminate for any reason with notice? Mutual termination rights protect both parties.
  • Effect on compensation: Are you paid for production through your last day, or only for collections received before termination?
  • Effect on restrictive covenants: Do covenants apply regardless of who terminates and why? Some contracts waive covenants if the employer terminates without cause.

Negotiate reciprocity: If the employer can terminate without cause on 30 days notice, you should have the same right. If you must give 90 days notice, the employer should match. Asymmetric termination rights favor the employer.

Tail Coverage

Malpractice insurance "tail coverage" protects you against claims filed after you leave for treatment provided during employment. Understand who pays for tail coverage upon termination. If the contract makes you responsible, factor this cost (often $5,000 to $15,000) into your decision.

Partnership Track Language

Many associate positions are marketed as "partnership track" opportunities. The value of this designation depends entirely on how partnership terms are documented.

Vague vs. Specific Partnership Language

Example: Vague Partnership Language

"Associate may be considered for partnership after demonstrating commitment to the practice and meeting performance expectations."

This language creates no enforceable right. "May be considered" means nothing. "Demonstrating commitment" is undefined. The employer has no obligation to offer partnership on any terms.

Example: Specific Partnership Language

"After 3 years of employment, Employer shall offer Associate the opportunity to purchase 30% ownership. Purchase price shall be calculated as 65% of trailing twelve month collections attributable to the interest being acquired. Financing shall be available over 5 years at prime plus 2%."

This language creates an enforceable obligation with specific terms. You know the timeline, percentage, valuation methodology, and financing terms.

If partnership is important to you, push for specific terms in the associate contract or a separate letter of intent addressing partnership. Vague promises are worth exactly nothing when the time comes.

Reviewing An Associate Contract?

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Benefits And Expenses

Beyond base compensation, benefits and expense reimbursement significantly affect total value.

Common Benefits To Negotiate

  • Health insurance: Employer paid, partially subsidized, or employee paid? Family coverage available?
  • Malpractice insurance: Who pays premiums during employment? Who pays tail coverage upon termination?
  • CE allowance: Annual continuing education budget and paid time for courses.
  • Retirement plan: 401(k) with employer match? Profit sharing?
  • Vacation and PTO: How many days? Are they paid based on salary or production average?
  • Dues and licenses: Reimbursement for dental board license, DEA registration, association memberships.
  • Signing bonus: One time payment upon starting, often subject to repayment if you leave within a certain period.
  • Relocation assistance: If you are moving for the position.

Benefits have real dollar value. A position paying 28% with full benefits may be worth more than one paying 32% with no benefits. Calculate total compensation, not just the headline percentage.

Red Flags To Watch For

Certain contract provisions should trigger heightened scrutiny or potentially cause you to walk away.

Excessive Noncompete Scope

Radius over 15 miles or duration over 2 years. Multiple location restrictions that blanket an entire metro area.

Vague Compensation Terms

Undefined adjustments, discretionary bonuses, or calculation methods subject to employer interpretation.

Unilateral Modification Rights

Employer can change compensation, schedule, or duties without your consent at any time.

Asymmetric Termination

Employer can terminate with 30 days notice but you must give 90+ days. Penalties for early departure.

Signing Bonus Clawback

Repayment requirements extending beyond 1 to 2 years or triggered by employer termination without cause.

Tail Coverage Responsibility

You pay for tail coverage regardless of termination circumstances, adding thousands to departure costs.

Restrictive IP Assignment

Practice owns any innovations, improvements, or intellectual property you develop during employment.

Mandatory Arbitration

Waiving your right to court proceedings, especially with employer selected arbitration providers.

Frequently Asked Questions

Most dental associate compensation is based on a percentage of collections, typically ranging from 25% to 35% depending on experience, specialty, and whether benefits are included. Some practices offer base salary plus production bonus, daily guarantees, or straight salary arrangements. The specific structure significantly affects your earnings potential. Always clarify exactly how compensation is calculated before signing.
Enforceability varies significantly by state. Some states like California largely prohibit noncompetes, while others enforce reasonable restrictions. Typical enforceable noncompetes restrict practice within 5 to 15 miles for 1 to 2 years after termination. Courts evaluate reasonableness based on geographic scope, duration, and whether restrictions protect legitimate business interests. Have an attorney review enforceability in your specific state.
Yes. Associate contracts significantly affect your income, career flexibility, and future options. An experienced attorney can identify unfavorable terms, explain implications of complex provisions, and potentially negotiate better terms. The cost of review (typically a few hundred dollars) is minimal compared to being locked into a bad contract for years or facing unexpected restrictions when you want to leave.
Most associate contracts require 60 to 90 days notice for voluntary termination. Some contracts allow immediate termination for cause. The notice period affects your flexibility to leave for other opportunities and should be reasonable for both parties. Excessively long notice periods (120+ days) favor the employer and may trap you in an undesirable situation.
Partnership track language typically states that the associate may be considered for partnership after a certain period, usually 2 to 5 years. However, vague language creates no enforceable right to partnership. Look for specific terms including timeline, valuation methodology, buy in structure, and conditions that trigger the partnership opportunity. If partnership is important, negotiate specific terms before signing.
Yes. While employers may present contracts as standard, most terms are negotiable. Common negotiation points include compensation percentage, restrictive covenant scope, termination notice periods, tail coverage responsibility, and benefits. Your leverage depends on your experience, the market for associates, and how much the employer wants you specifically. The best time to negotiate is before signing, when the employer is most motivated to secure your commitment.

Common Contract Mistakes Associates Make

  • Signing without attorney review to save a few hundred dollars
  • Focusing only on compensation percentage without understanding calculation methodology
  • Accepting broad noncompetes without considering future career impact
  • Relying on verbal promises about partnership without documenting terms
  • Not negotiating because they assume contracts are non negotiable
  • Ignoring termination provisions until they want to leave
  • Failing to clarify who pays for tail coverage
  • Not calculating total compensation including benefits value

Disclaimer: This article is for general informational purposes only and does not constitute legal advice. Reading this guide does not create an attorney client relationship with Jaffe Law PLLC. Contract terms and enforceability vary by state and situation. Consult with qualified legal counsel for guidance specific to your contract.

Connor Jaffe, Esq., dental M&A attorney

Connor Jaffe, Esq.

Dental M&A Attorney · Founder, Jaffe Law PLLC

Connor Jaffe represents dentists in associate contracts, practice acquisitions, sales, and DSO transactions. His background includes dental practice M&A, sports and entertainment contracts at IMG, and commercial real estate. He holds a J.D. and M.B.A. from the University of Miami.