Medical Centre Contracts:

When operating any business, including a medical centre, it is important to ensure that your relationships with stakeholders are documented in the form of a contract. A contract is a legally binding agreement which sets out the terms on which the parties have agreed and the responsibilities and obligations of each party.

It is important to ensure that the terms of the contract are clear to both parties from the outset and there is no uncertainty or ambiguity as this can lead to future disputes.

It is also essential to include provisions for the following types of issues in your contracts:

• A detailed explanation of the goods or services to be provided by the parties;
• Whether the parties are responsible for performing any steps that will assist in the provision of goods or services;
• If a fee if to be charged by one of the parties, the quantum of this fee, and confirmation of whether this fee will be fixed or variable during the term of the contract. If it will be variable, there needs to be an explanation of how this fee will be recalculated and when this will occur;
• The period of time over which the contract will operate and whether the contract is capable of being extended;
• Indemnity clauses restricting liability in predefined circumstances, for example, if a service provider injures himself at the medical centre in the absence of any negligence by the medical centre;
• The procedure for varying the contract for example, due to changes to the services provided by the party or the changes to the needs of the medical centre;
• The procedure for managing a dispute between the parties;
• The grounds and procedure for the termination of the contract prior to its due date.

A medical centre should have contracts in place with its service providers, including but not limited to, medical waste disposal companies, cleaners, pathology labs, medical transcription companies and suppliers of medical equipment. In most instances, these service providers will be the party issuing the contract, or terms and conditions as they may be referred to. It is important to carefully review this contract to make sure that it reflects your understanding of the agreement, and that you understand and accept the obligations and responsibilities specified therein. We recommend that you obtain legal advice as there may be terms in the contract that are unreasonably onerous, unusual or ones that limit your legal rights. Our team of Solicitors will be able to identify these terms and advise you as to their risk. We can also enter into negotiations for the amendment or withdrawal of these terms prior to the contract being executed.

Additionally, a medical centre must have contracts in place with all its staff, whether they are employed by the centre, or are engaged as contractors working on a periodic basis. It is important to ensure that the relationship with the worker is accurately defined in the contract. If there is any dispute about whether a worker is an employee or contractor, the terms of the contract will be closely examined, however, it will primarily be the implementation of those terms, and how the work is realistically performed, that will provide the greatest evidence of the genuine role of the worker. Even where the contract has labelled the worker as a contractor for example, if the conduct and performance of the work is more akin to an employment relationship, then the label in the contract is invalid and the worker will be legally entitled to receive all the benefits of an employee (which can be backdated to the date they became an employee).

We strongly recommend that you obtain legal advice prior to issuing any workplace contracts. Navado’s experienced team of solicitors will be able to advise you as to the difference between a contractor and an employee, and will seek further information from you about how you would like the relationship with the worker to operate, including the frequency of their work, how fees will be paid, the level of control you wish to exercise over the performance of their work, whether they are exclusively to be engaged by your medical centre and the provision of equipment and office space. This information will enable our team to identify whether the characteristics you have described more closely meet the definition of a contractor or employee. An appropriate contract can then be prepared and issued to the worker.

If you have a worker who intends to operate their own business from an office on your premises, they may be considered a contractor and in such circumstances; it is necessary to enter into a further contract with them for the use of this office. This contract is known as a Licence Agreement and it operates similarly to a lease, with the main difference being that a lease applies for a complete parcel of land as opposed to a discrete section of the land.

Another example of a contract that you may require for your medical centre, is a Confidentiality Agreement. This may be issued to your employees, contractors or service providers depending on their exposure to patient records and other confidentiality information. A Confidentiality Agreement will prevent a party from disclosing or using any confidential information that they have accessed during the performance of their work at the medical centre. The advantage of issuing such a contract is that it gives you greater surety that the sensitive commercial information you hold at the premises and patient records will not be made publicly available as this will severely compromise the reputation of your medical centre and may have financial implications also. Our solicitors can assist you in drafting a Confidentiality Agreement to be issued to those with access to this type of information. We can ensure that the definition of ‘confidential information’ sufficiently covers all private information that is held by your business and that the prohibitions imposed on the other party are as broad as legally permissible.

If you wish to speak to one of our Medical Centres & Disputes Lawyers, please contact our firm by telephone on (02) 9233 4048 or send an email to info@navado.com.au.

This webpage (and any material or wording appearing on this webpage) is provided for general information purposes only and does not constitute any Legal Advice. It does not take into account your objectives, your instructions or all of the relevant facts and/or circumstances. Navado accepts no responsibility to any person who relies on the information provided on this website. We further refer you to our Disclaimer.