By: Daniel F. Shay
In this entry, we address restrictive covenants, and documents that are “incorporated by reference.”
Restrictive Covenants
Restrictive covenants, in the most basic sense, are contractual clauses designed to prevent the physician employee from engaging in specific behavior both during the term of the contract, and usually following termination. Restrictive covenants can come in several different forms.
Some prohibit disclosure of confidential information (also known as “confidentiality clauses”). The type of information that cannot be disclosed will include obvious material such as patient records, but can also include a range of business-related information, such as business methods, insurance company participation agreements, client and referral lists, etc. Most confidentiality clauses also include language to permit the physician employee to disclose such information if it is required by a subpoena, or to disclose to the physician’s own attorney. Some include language that permits disclosure of information that is already known to the party to whom it is disclosed, or who also has an obligation of confidentiality relating to the information being disclosed.
