A dental contract review covers four things before you sign: the compensation structure and how it is actually calculated, the non-compete and other restrictive covenants, the termination and notice provisions, and any language that is ambiguous or one-sided enough to be used against you later. A dental contract attorney reads the agreement for what it permits the practice to do, not for what you were told it means in the interview.

Reading it yourself is not enough, and the reason is structural rather than a matter of intelligence. The agreement in front of you was drafted by the practice’s counsel to protect the practice. Every ambiguity in it was left there deliberately or carelessly, and either way it will be resolved in the drafter’s favor. A dentist contract lawyer knows which terms are standard, which are aggressive, and which are unenforceable as written in your state.

Compensation and Pay Structure

Compensation is where the largest gap sits between what a dentist employment contract appears to promise and what it delivers. The headline number is rarely the operative term. What matters is the formula underneath it.

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Two provisions get buried more often than any others. The first is lab fee treatment. If lab costs are deducted before your percentage is calculated, and you do heavy restorative or prosthetic work, the effective compensation drops well below the stated rate. Some agreements split lab fees; some assign them entirely to the associate. The contract should say which, in a sentence you can find.

The second is the daily minimum or guarantee. A guarantee is only meaningful if you understand what happens when production exceeds it, whether the guarantee is recoverable against later production, and how long it lasts. A recoverable guarantee is a loan, not a floor.

Ask for a worked example in writing. Take a realistic production month for the role, apply the formula in the contract exactly as written, and see what the number comes out to. Practices that offer fair terms have no problem doing so. Practices that resist it are usually protecting a gap between the headline percentage and the effective one.

Non-Compete and Restrictive Covenants

Non-compete enforceability is governed by state law, and the landscape has shifted. The Federal Trade Commission’s proposed nationwide ban is not in effect and is not enforceable, which leaves the question entirely to the states. A handful of states, including California, Minnesota, North Dakota, and Oklahoma, prohibit most non-competes outright. Others enforce them when they are narrowly drawn. Several have added wage thresholds or notice requirements in the last few years.

Where non-competes are enforceable, courts generally consider three factors. Geographic scope is the first: a radius measured from the specific office where you actually worked is far more defensible than one measured from every location the practice owns or may open. Duration is the second, and one to two years is the common range that survives review. The third is whether the restriction protects a legitimate business interest rather than simply preventing competition.

Two related points are worth confirming while you are in this section. First, whether the restriction applies if the practice terminates you without cause; many agreements are silent, and silence generally means it still applies. Second, whether the non-compete survives a sale of the practice, since restrictive covenants are typically assignable and a new owner you never chose may end up enforcing it.

A separate provision is constantly overlooked: the non-solicitation clause. This is not the same as a non-compete, and it often survives in states where non-competes do not. It typically bars you from contacting patients you treated and from recruiting staff, sometimes for longer than the non-compete itself. Read it as its own restriction, because a non-solicit that covers every patient in the practice management system is materially different from one covering patients you personally treated.

Termination, Notice, and Repayment Provisions

The exit terms deserve as much attention as the entry terms, and they get a fraction of it.

Start with notice. How much advance notice must you give to leave without penalty, and does the practice owe you the same? Asymmetric notice periods are common: 90 days from you, 30 days from them. Confirm whether termination without cause is available to both parties, and what “for cause” is defined to include.

Repayment clauses are the provision that surprises dentists most. If you received a signing bonus, relocation reimbursement, or continuing education funding, the agreement likely requires you to pay some or all of it back if you leave before a stated date. Check whether repayment is prorated or full, what triggers it, and whether it applies when the practice terminates you.

Scheduling and call obligations belong in the same review. Guaranteed clinical days, control over your schedule, emergency coverage rotation, and how your hours may be changed all affect your income directly under a production or collections model. A contract that lets the practice reduce your days without adjusting your guarantee has shifted the risk entirely onto you.

Common Contract Pitfalls

Across the agreements our employment law attorneys review each year, the same problems recur. Use this as a screening checklist before you send anything for formal review.

• Ambiguous language. Terms like “reasonable,” “as needed,” or “subject to practice policy” transfer decision-making authority to the practice without saying so.
• One-sided terms. Asymmetric notice periods, unilateral amendment rights, and indemnification that runs only in one direction.
• Non-compliance with state dental regulations. Ownership, fee-splitting, and supervision rules vary by state, and template agreements from another jurisdiction frequently conflict with those rules.
• Non-competes that are unenforceable as written. A clause that a court will strike is not a favor to you; it means you have no reliable answer about where you can work next.
• Missing provisions for future contingencies. What happens if the practice is sold, if a partnership dissolves, or if the owner retires? Silence on these points defaults to the buyer's decision.
• Verbal promises that never made it into the document. A path to partnership, a schedule commitment, or a bonus discussed in the interview is not enforceable unless the agreement says so, and most contracts contain a clause stating the written document supersedes everything discussed beforehand.

Types of Contracts a Dental Attorney Reviews

A dental contract lawyer most often reviews four document types, each with a different set of concerns.

1. Employment and associate agreements. The focus is compensation mechanics, restrictive covenants, and termination. These agreements govern your day-to-day working life and your ability to practice afterward.
2. Partnership and shareholder agreements. The focus shifts to governance and exit. How are decisions made, how is the practice valued on a buy-in or buy-out, and what happens when partners disagree? Our partnership and buy-in attorneys spend most of their time on the exit provisions, because that is where partnerships fail.
3. Practice purchase agreements. The focus is on what transfers, what does not, and what each side represents about the practice. Price allocation, indemnification, and closing conditions dominate.
4. Lease agreements. Often the most consequential document a dentist signs and the least reviewed. Assignment rights, personal guarantees, exclusivity, common area charges, and renewal options all affect the practice's value if you ever sell.

Get Your Contract Reviewed Before You Sign It

A contract review is preventive work. Once you have signed, your options narrow to what the document permits, and the leverage you had during negotiation is gone. Before signing, nearly everything is negotiable, and practices expect associates to return with the requested changes.

Our dental attorneys review associate agreements, partnership agreements, purchase agreements, and leases for dentists across the country, and we handle the negotiation with the other side’s counsel when you would rather not do it yourself.

Contact Dental & Medical Counsel for a contract review before you sign an associate or partnership agreement. The initial consultation is complimentary.

Frequently Asked Questions

What does a dental contract review include?

A complete review covers compensation structure and the formula used to calculate it, including lab fee treatment and any guarantee terms; the non-compete and non-solicitation provisions and whether they are enforceable in your state; termination, notice, and repayment obligations; scheduling and call requirements; benefits and continuing education terms; and any ambiguous language that could be interpreted against you. You should receive a written summary of the issues and specific proposed revisions, not just a verbal impression.

Why should an attorney review my associate contract instead of me reading it myself?

The agreement was drafted by counsel representing the practice, and it reflects that. You can read every word and still miss what is absent: the clause that should limit the non-compete to your office location, the provision that should make a signing bonus non-recoverable after two years, the language that should protect your schedule. An attorney who regularly reviews these agreements knows the market terms for your region and role, which helps you distinguish a standard provision from an aggressive one.

How long does a dental contract review take?

Most straightforward associate agreements are reviewed within three to five business days. Partnership agreements, buy-in documents, and purchase agreements take longer, usually one to two weeks, because they require review of the entity documents and financial terms alongside the agreement itself. If you are working against a deadline from the practice, say so at the outset. Expedited review is generally available, and a practice that will not allow time for review is telling you something useful.

Can a non-compete in a dental contract actually be enforced?

It depends on your state and how the clause is drafted, and there is no blanket answer. Several states prohibit most non-competes for employees. In states that permit them, courts examine geographic scope, duration, and whether the restriction protects a legitimate interest. A clause limited to a two-mile radius around one office for one year is likely enforceable in a state that allows non-competes. A clause covering an entire metropolitan area for five years is likely not. Some states permit courts to narrow an overbroad clause; others void it entirely.

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