Across the resident, fellow, and attending agreements I’ve reviewed over the last few months, I’m seeing some trends that I would consider to be red flags.

Whether you are considering an opportunity for your first post-training job or your next step in your career, here are the five contract issues I’m seeing most in 2025 and how you can protect yourself before signing.

1. Inflated wRVU Requirements Supported By Limited Historical Data

Compensation based heavily on wRVU production is not new, but recently I’ve seen wRVU thresholds that lack historical practice data.

I’m seeing:

• Productivity minimums that are increasing 10-20% year-over-year
• wRVU targets that do not match historical volume
• Limited disclosure of what existing physicians actually produce
• Compensation tied to unrealistic benchmarks

Why is this an issue?

You cannot evaluate a wRVU compensation model without understanding:

• Historical wRVUs by similarly situated physicians
• Payer mix and reimbursement rates
• Scheduling limitations
• Staffing levels, ancillary support, and throughput

If a practice expects you to rely on productivity, they should be willing to show you the data that makes the model workable.

What you should request:

“Please provide historical wRVU production data for comparable physicians over the past two years, along with information about schedule, clinic availability, and payor mix.”

If your prospective employer won’t provide this data, you can assume that the targets are likely inflated.

2. Clawbacks That Overreach (Sign-On, Relocation, Bonuses, and Stipends)

I’ve seen many contracts recently that are full of aggressive clawback language, particularly for:

• Sign-on bonuses
• Relocation payments
• Completion bonuses
• Residency/fellowship stipends
• Loan repayment contributions

The problem isn’t the clawbacks themselves, as these are common. The red flag is with how overreaching they’ve become.

Common issues I’ve seen:

• 100% repayment even if you leave on the very last day of the term
• Repayment timelines that extend beyond the initial term (e.g. 3-year repayment for a 2-year term)
• Repayment triggered even if you are terminated without cause
• No prorating
• Repayment required up-front instead of over time
• No exceptions for circumstances outside your control

What to negotiate:

• Prorated repayment over the entire term (monthly is ideal)
• No repayment if terminated without cause
• Clear repayment schedule
• Carveouts for situations beyond your control

You should never be financially punished for an employer’s decision to restructure, downsize, or terminate without cause.

3. Non-Competes That Don’t Match the Market

Non-compete provisions are an unfortunate reality that almost all physicians face, but many of the ones I’ve seen recently are far too aggressive.

Non-competes that are red flags include:

• Geographic scopes that are unreasonably broad for the market
• Restrictions applying to future locations that the employer may open
• Multi-year restrictions that go beyond state law
• Non-competes triggered even when the employer terminates without cause
• Restrictions on ancillary services you don’t even perform

A non-compete must be:

• Reasonable
• Specialty-specific
• Tied to actual locations where you practiced
• Narrow enough to be enforceable

Yet much of what I see today would struggle to survive legal scrutiny. This can still create major leverage against a physician who wants to change jobs.

What to ask for:

“Limit the non-compete to the specific locations where I actually provide services, and limit it to my specialty only.”

And always familiarize yourself with your state’s specific laws on healthcare non-competes.

4. Compensation Models That Shift Financial Risk to the Physician

The most noticeable contract trend in 2025 is the shift toward risk-transfer compensation models. Employers are increasingly structuring pay so that you bear the financial risk of fluctuations in volume, staffing, and reimbursement.

Examples that I’m seeing:

• Lower guaranteed base salaries
• Higher productivity thresholds
• wRVU bonuses that don’t kick in until after a high minimum is met
• Quality or cost-based bonuses physicians cannot control
• Shared savings programs without transparency
• Incentive compensation tied to criteria that may not be achievable, especially as a new physician

The problem:

Your pay is being tied to variables that the employer controls, not you.

If your prospective employer doesn’t guarantee:

• Patient volume
• OR block time
• Adequate support staff
• Clinic access
• Reasonable scheduling

then your productivity-based compensation becomes inherently unreliable.

What to negotiate:

• Minimum guarantees for clinic and OR access
• Historical data to support the compensation model
• A salary floor or reduced target for year one
• Clarity around how bonuses are calculated

If the employer wants a productivity model, they must also provide the infrastructure to allow the required productivity.

5. Overbroad or Vague Termination Clauses (For Cause & Without Cause)

Termination provisions are often the most overlooked part of physician employment contracts, and often the most dangerous.

Common red flags:

• “Cause” defined so broadly it covers almost anything
• No cure period for administrative or minor issues
• Without-cause termination with only 90 days’ notice
• Notice periods that conflict with malpractice tail obligations
• Termination without cause still triggers non-compete enforcement
• Termination without cause still requires repayment of bonuses
• Violation of procedures set forth in external documents considered “for cause” but such documents are not provided despite being material to the contract

A strong termination clause should include:

• A narrow, objective definition of “cause”
• A notice-and-cure period (typically 30 days)
• A reasonable without-cause notice period
• Clear language addressing how termination interacts with clawbacks and non-competes

If things go wrong, termination language will terminate whether you land safely or face serious challenges.

Final Thoughts: Protect Yourself Before You Sign

As residency contract season continues to heat up and employers continue tightening compensation and compliance terms, it’s more important than ever for physicians to understand exactly what they are signing.

Your contract determines:

• Your compensation
• Your mobility
• Your autonomy
• Your risk
• Your long-term career trajectory

A well-reviewed contract is the best return-on-investment a new physician can make.

If you’re a resident, fellow, or attending physician reviewing or negotiating a new contract, feel free to reach out. I review these agreements regularly, and a brief consultation can prevent years of frustration.

I can be reached by email at aapppleberry@tuckerlaw.com or by phone at (412) 594-5532.

Since the last update regarding non-compete agreements in healthcare, there have been recent developments over the past few weeks, both in the courts and with the Federal Trade Commission (FTC), that have brought some clarity on restrictive covenants for healthcare professionals. At the federal level, the FTC is ramping up case-by-case enforcement, with a focus on healthcare. At the same time, courts continue to scrutinize restrictive covenants that sideline clinicians or limit patient choice.

This update highlights:

• The recent New Jersey case involving a pediatric neurosurgeon;
• The FTC Chairman’s letter to hospitals and staffing firms; and
• Practical steps physicians and healthcare professionals should take now.

New Jersey Court Rejects Non-Compete Enforcement After Termination Without Cause

A recent decision in New Jersey Brain & Spine v. Vogel illustrates how courts are increasingly reluctant to enforce non-competes when doing so would unfairly burden physicians or restrict access to care.

In this case, the physician, a respected neurosurgeon, was recruited by his employer to build a pediatric neurosurgery program at the university medical center. After seven years of successful practice, the employer terminated the physician without cause and then sought to enforce his non-compete covenant when he continued to practice at the university under a new employment arrangement.

The court refused to enforce the covenant.

Key Takeaways:

• The judge found that the employer’s claims that the physician was terminated “for cause” were inconsistent with the evidence and unsupported by any disciplinary documentation.
• Restricting the physician from practicing pediatric neurosurgery at the only facility in New Jersey capable of supporting his subspecialty would have imposed undue hardship on him and limited patient access.
• Enforcing the restriction after a without-cause termination would have been inequitable, particularly where the physician had not engaged in misconduct or competitive wrongdoing.

Courts are signaling that if a physician is terminated without cause, a broad non-compete is unlikely to hold, especially when it would make it impossible for that physician to continue serving their patient population.

The FTC’s Enforcement Shift From Complete Ban To Targeted Action

At the federal level, the FTC has officially abandoned its 2024 rule that would have banned most employment-based non-compete agreements nationwide. On September 5, 2025, the FTC voted 3 to 1 to withdraw its appeals defending the rule after federal courts struck it down.

Rather than stepping back, the FTC has refocused its energy on enforcement. Under Section 5 of the FTC Act, the agency can pursue companies whose restrictive covenants constitute “unfair methods of competition.”

Recent Developments:

• On September 10, 2025, FTC Chairman Andrew Ferguson sent letters to major healthcare employers and staffing firms urging them to conduct comprehensive reviews of the employment agreements. The letters warned that non-competes which unreasonably limit healthcare professionals’ ability to work, or that restrict patient choice (especially in rural areas), could violate federal law.
• The FTC launched a public Request for Information (RFI) seeking input on how non-competes affect employment opportunities, patient access, and competition in healthcare. Physicians, nurses, and other healthcare professionals are invited to share their experiences through November 3, 2025.
  • You can provide feedback by emailing noncompete@ftc.gov or filling out the form located here.
  • More information on the RFI, specific information that is requested, and how this information will be used can be found here.

Even though the nationwide rule is gone, the FTC has made clear that healthcare is a priority sector for enforcement. Non-compete agreements that go beyond protecting legitimate business interests, such as trade secrets or narrowly defined patient lists, are at risk.

Practical Steps for Physicians and Healthcare Professionals

Explore Alternative Options

When entering or renewing an employment agreement, ask about less restrictive options, such as:

• A non-solicitation clause that limits outreach to your former patients or referral sources rather than banning you from working completely.
• A confidentiality agreement that protects sensitive business information without limiting your right to practice.
• A buyout or waiver clause that gives you a clear path to exit the restriction if your circumstances change.

Document Your Hardship

If a non-compete agreement would force you to relocate, leave your community, or disrupt continuity of case for your patients, keep documentation. Maintain records of your emails, patient lists, or correspondence showing the impact. Courts and regulators both weigh real-world consequences heavily.

Stay Informed and Speak Up

If you’ve been affected by a non-compete, especially one that limited your ability to practice or provide care, consider sharing your experience through the FTC’s inquiry, linked above. Individual physician stores are shaping how regulators define what is considered “unfair” in the healthcare labor market and needs your feedback.

Conclusion

The FTC’s nationwide ban is no longer on the table, but healthcare remains at the center of federal enforcement focus. Courts are increasingly sensitive to the practical realities physicians face, particularly when restrictive covenants interfere with patient care or penalize doctors who did nothing wrong.

For physicians, this moment represents a shift in leverage. Non-competes are trending towards no longer being presumed enforceable, and regulators are openly questioning their role in healthcare.

Before signing a new agreement (or assuming your existing agreement is set in stone), take time to understand what’s enforceable, what’s fair, and what alternatives exist. Protecting patients and protecting your right to practice are not mutually exclusive goals.

If you have questions about your existing non-compete restriction or want to better understand your options before signing a new agreement, feel free to reach out. I’m always happy to help physicians and healthcare professionals navigate these issues. I can be reached by email at aappleberry@tuckerlaw.com or by phone at (412) 594-5532.

What Stays Open

• Medicare and Medicaid keep paying, as these programs are ‘mandatory spending,’ meaning the payments will continue despite the government being shut down.
• Medical care provided to veterans at the VA continues without impact, and VA facilities remain open.
• Some CMS/FDA functions will remain open during the shutdown, so government oversight by way of critical safety inspections will continue to take place.

What Gets Impacted

• Although Medicare and Medicaid will continue authorizing payments, the processing of such payments may be delayed. Furloughed staff could mean slower claims processing, audits, or appeals.
• Special programs, such as the Hospital-at-Home program, will be put on hold until federal funding is restored. Read more on this matter here.
• Covid-era flexibilities for telehealth could expire, returning to the stricter pre-pandemic regulations for telehealth. Read more on this matter here.
• Research funding through the NIH, CDC, or other federal grants may be delayed or frozen.
• FDA approvals for new drugs or devices may be stall or be put on hold.

Considerations For Physicians

• Cash Flow: If you rely heavily on Medicare or Medicaid, even a few weeks of delays can create a challenge. Start planning for a delay now. If the delays end up resulting in additional expenses, keep documentation for each additional expense.
• Contracts: Your contracts may provide for relief in the event of a government shutdown or delayed federal payments. Review your contracts and see if there are any provisions relating to force majeure or delays in reimbursement.
• Compliance: Despite the government being shutdown, not every deadline is on pause. If you are undergoing an audit or have any other reporting requirements that are due, still plan on complying and check directly with the relevant federal agency to understand the impact.
• Patients: If you have patients under the Hospital-at-Home program, that you’ve been seeing under the telehealth flexibilities, or that are under any other special federal program, it’s important to communicate with these patients so that they understand what’s happening and can still seek appropriate treatment despite the shutdown.
• Research Funding: Talk with your funding institution to understand what spending may be on hold or if there are any changes or new restrictions to your current spending authority.

Conclusion

Although most physicians likely won’t feel the shutdown in their practice today, if the government shutdown continues for any considerable length of time, the effects may compound and eventually be felt. Delays in payments, program lapses, and research disruptions may add up over time. The practices that weather this best will be the ones that plan for delays, communicate clearly, and keep proper documentation and records.

For the past several years, I have had the pleasure of working closely with Adam J. Appleberry in preparation for this transition. Adam is an experienced healthcare attorney who drafts and negotiates contracts, represents clients in mergers and acquisitions, and advises on a wide range of legal and compliance matters. His practice focuses on representing physicians and other healthcare providers in:

• Practice formation and employment contract reviews
• Licensing and credentialing issues
• HIPAA and regulatory compliance matters
• Sales and acquisitions of medical practices

Adam brings a unique perspective to his work, having served as both a business executive and a U.S. Army officer before entering the legal profession. His disciplined, real-world approach has earned the trust of healthcare professionals, business leaders, and organizations navigating complex legal challenges.

Beginning November 1, 2025, Adam will be your primary point of contact for legal matters. He can be reached at aappleberry@tuckerlaw.com or (412) 594-5532.

I have complete confidence in Adam’s ability to provide the same high-quality, attentive representation that you have come to expect, and I know you will be in excellent hands.

Thank you for allowing me the opportunity to serve you throughout my career.

Best Regards,

Michael Cassidy

The U.S. Department of Health & Human Services (HHS) issued a Final Rule in April 2024 amending the HIPAA Privacy Rule to strengthen protections for reproductive health care information. The goal was to prevent medical records from being used to investigate or penalize patients or providers for seeking or offering lawful reproductive care.

However, in June 2025, a federal court in Texas struck down most of these protections, leaving health care organizations to sort out what remains in effect and what doesn’t.

What the Final Rule Originally Required

When it was first published, the rule introduced several major changes:

• Ban on certain disclosures: Covered entities could not disclose Protected Health Information (PHI) if the purpose was to investigate or penalize someone for lawful reproductive health care.
• Presumption of lawfulness: Care provided outside of the entity receiving the PHI request was presumed lawful unless there was actual knowledge or substantial evidence otherwise.
• Attestation requirement: Requests for reproductive health PHI, such as from law enforcement, courts, oversight agencies, or medical examiners, had to include a signed attestation affirming the request wasn’t for a prohibited purpose.
• Updated privacy notices: Covered entities were required to update their Notice of Privacy Practices (NPPs) to explain these new protections and clarify how reproductive health information may be handled.

The Court’s Ruling: What Got Struck Down

On June 18, 2025, the U.S. District Court for the Northern District of Texas vacated most of the rule.

• What was vacated?
  • The prohibition on using PHI for reproductive health investigations.
  • The presumption of lawfulness.
  • The attestation requirement.
• What is still in effect?
  • The requirement to update NPPs. Compliance is due by February 16, 2026.

HHS has said it will review the decision and determine next steps, but for now, most of the new protections are no longer enforceable.

What Practices Must Do Now

Even with the court’s decision, health care organizations are still expected to be in compliance with certain aspects of the Final Rule.

Update Your Notice of Privacy Practices

• A description (with examples) of prohibited uses/disclosures of reproductive health PHI.
• An explanation of when an attestation would be required.
• A notice that once PHI is disclosed, it may be redisclosed and lose HIPAA protections.

If your organization maintains substance use disorder records under 42 CFR Part 2, additional updates are also required.

Review Your Documents and Forms

Now would also be a great time to revisit other practice documents, such as:

• Consent forms (general, informed, and telehealth)
• Authorizations for PHI release
• Policy documents
• Billing estimates and financial responsibility forms
• EMR access request forms

Train and Stay Informed

Staff need to understand what the ruling changed and what it didn’t. HIPAA’s baseline protections remain intact, and state laws may impose additional requirements. Stay tuned for further HHS guidance and potential appeals or revisions.

Conclusion

The court’s decision has pared back many of the new privacy protections for reproductive health under HIPAA; however, required updates to Notices of Privacy Practices remain. The legal landscape on this matter continues to evolve, so continue to monitor updates from HHS and further court rulings.

Step One: Go Back to the Contract

The first place to start is simple: take a look at the contract that you signed. Many employment agreements contain language that’s more nuanced than you may remember.

For example, here are some items that you should consider and review in your original agreement:

• Compensation: Is there a written formula for productivity bonuses, or was it left vague and open-ended?
• Call Duties: Does the contract set a maximum call frequency, or did it leave scheduling in the employer’s discretion?
• Support and Resources: Were staffing or facility resources described as a binding obligation or framed simply as expectations?

Understanding whether the issue is a true contractual breach versus a misunderstanding or miscommunication is critical before you escalate.

Step Two: Document What’s Happening

Start keeping detailed notes. If you were promised a call rotation of one week per month but are consistently on the schedule for two or more, write it down. If your wRVU reports don’t match what you expected, keep copies. Having a clear, factual record is critical, both for internal discussions and, if necessary, legal review later.

Step Three: Raise Concerns Professionally

Many problems can be easily resolved simply by communicating where you believe the employer is falling short of what’s obligated in the employment agreement. Approach your medical director, practice manager, or HR department with specifics. Keep the conversation professional and focused on patient care and fairness.

Some examples of how you could approach the conversation:

• “I understood the call coverage would be 1:4, but I’ve been consistently scheduled 1:2. Can we revisit this expectation?”
• “The bonus formula in my agreement specifies X. The calculation I received seems different than what’s in the agreement. Could we go over the numbers together?”

Often, employers will address these issues if they’re presented clearly and early. It’s important to remember that employers can make mistakes too; if the issue is the result of the employer’s honest mistake, it will likely be resolved quickly and cordially.

Step Four: Know Your Options if Problems Persist

If the employer resists or disputes your concerns, you may need to escalate:

• Contractual Remedies: If the employer is in breach, you may have legal remedies.
• Negotiation: Sometimes a mid-course renegotiation is possible, especially if both sides want the relationship to succeed.
• Exit Strategy: Review your termination provisions carefully. Most contracts require advance written notice (often 60–120 days), and if the employer is in breach, they will likely have a set period of time (often 30 days) to cure or fix the issue. Keep in mind that many employers may impose restrictive covenants, such as non-competes. Knowing these terms in advance allows you to plan your next steps strategically.

Step Five: Get Legal Support Early

It’s easy to think of contract review as something that happens only before you sign. In reality, many physicians benefit from counsel after employment begins. An attorney familiar with physician contracts can:

• Clarify whether the employer’s conduct is a breach.
• Help you frame communications with administration.
• Advise you on negotiation leverage and exit risks.

If the employer truly is in breach of the employment agreement, it is critical that you follow the process set forth in the employment agreement for a breach by the employer. Without doing so, you may jeopardize your rights for exiting the employment relationship or resolving the issue. Working with an attorney early can help ensure you follow the correct procedures.

Key Take Away

Signing your contract isn’t the end of the story but is only the beginning. If your new job isn’t aligning with what you believed was promised, you’re not powerless. By revisiting the contract, documenting your concerns, addressing issues professionally, and seeking legal counsel early, you can protect your practice, your career, and ultimately your patients.

One of the more significant changes is that CMS will split the conversion factor into two separate tracks beginning in calendar year 2026: one for qualifying Alternative Payment Model (APM) participants and one for everyone else. For those in qualifying APMs, CMS proposes a 3.83% increase in the conversion factor. For non-APM participants, the increase would be 3.62%. These increases include a blend of statutory updates and adjustments under the One Big Beautiful Bill Act, plus a 0.55% increase tied to changes in work RVUs.

CMS is also proposing a decrease of 2.5% efficiency adjustment to certain work RVUs, which could result in significant impact, depending on the specialty and service mix. The agency is also overhauling its practice expense methodology, which is something many in the industry have been advocating for. The goal is to better recognize the indirect costs shouldered by office-based providers versus those in facility settings. For example, radiation treatment and remote monitoring services are two areas where CMS plans to start using hospital cost data to inform relative rates.

The proposed rule also has suggested changes to telehealth. CMS wants to permanently adopt the waiver allowing direct supervision via real-time audio/video, which is good news for practices that have started to rely on such patient interactions over the past several years. The agency also proposes extending the ability for Federally Qualified Health Centers (FQHCs) and Rural Health Clinics (RHCs) to bill for telehealth through 2026. However, the proposal does not address the continuing of the teaching physician virtual presence waiver, which may cause disruption in academic settings.

For providers working with 340B drugs, CMS is proposing a new claims-based method to exclude 340B units from drug inflation rebate calculations. Additionally, the proposed rule suggests the idea of a voluntary 340B claims data repository, suggesting a trend towards more data-driven transparency.

CMS also wants to engage specialists who frequently treat patients with heart failure and lower back pain by introducing an Ambulatory Specialty Model, a mandatory payment model aimed at improving specialty care for patients with such conditions.

Regarding Quality Payment Programs, CMS is recommending the creation of a new Advancing Health and Wellness subcategory within the area of Improvement Activities, pushing further simplification of Merit-based Incentive Payment Systems (MIPS) to prepare for a broader shift toward mandatory MIPS Value Pathways (MVP) participation.

CMS is accepting public comments through September 12. For providers and practices where these changes may have significant impact, now is the time to review the proposed rules and submit any comments that you may have heading in to 2026.

The entire proposed rule can be found here.

The FCA imposes liability on individuals and entities that knowingly submit, or cause the submission of, false or fraudulent claims for payment to the United States. It also includes qui tam provisions that empower whistleblowers to bring actions on the government’s behalf and share in any recovery.

The Working Group will consist of leadership from the HHS Office of General Counsel, the CMS Center for Program Integrity, the Office of Counsel to the HHS Office of Inspector General (HHS-OIG), and DOJ’s Civil Division, with representation from U.S. Attorneys’ Offices nationwide. It is co-led by the HHS General Counsel, the Chief Counsel to HHS-OIG, and DOJ’s Deputy Assistant Attorney General for the Commercial Litigation Branch.

As part of its work, the Working Group will prioritize:

• Medicare Advantage risk adjustment fraud and upcoding

• Improper manufacturer arrangements involving pricing, rebates, formulary placement, and reporting obligations

• Violations impacting network adequacy and patient access

• Anti-kickback violations involving drugs, medical devices, and other federally reimbursed products

• Use of defective medical devices that compromise patient safety

• Electronic Health Records (EHR) manipulation to generate inflated utilization or misrepresent clinical documentation

In addition to coordinating referrals and investigative resources, the Working Group aims to enhance the use of data analytics, leverage HHS-OIG report findings, and accelerate parallel civil enforcement efforts. It will also evaluate use of CMS payment suspensions and DOJ dismissals of qui tam complaints where appropriate, consistent with policy guidance in the Justice Manual.

For healthcare organizations, this announcement signals increased scrutiny in high-risk reimbursement categories, particularly risk-bearing arrangements, digital health platforms, and third-party vendor relationships. Providers, compliance officers, legal counsel, and billing professionals should ensure that internal audit protocols and vendor oversight mechanisms are robust and defensible.

Read the full DOJ-HHS Press Release here.

To read the CMS Press Release, click here.

To read the CMS Fact Sheet on the WISeR Model, click here.