Hello, everybody. My name is Mark Silberman. I'm here with my colleague, Chris DeGrande, and I want to thank you guys for the opportunity, thank Behind the Mask for the opportunity to talk to you today about reviewing and negotiating your contracts, what CRNAs need to know to best position themselves, protect themselves in the marketplace. Before we begin, Chris, do you want to take this opportunity to introduce yourself? Sure. As Mark said, my name is Chris DeGrande. I am an attorney here at Benes, Friedlander, Copeland, and Arnuff with Mark. A lot of what I do and... DeGrande, DeGrande, DeGrande, DeGrande, DeGrande, they go the same, you know, whatever sounds better that day. So what I tend to do in the CRNA field is a lot in the transactional, contractual, kind of like regulatory space. I'm less in litigation, which is where Mark comes in a lot. So a lot of what I do is negotiating, reviewing contractual agreements, whether they be related to setting up a practice or professional services agreement or employment agreement. So a lot of work in this particular type of space. And my name is Mark Silberman. I have been advocating for and advising the nurse anesthesia and anesthesiologist profession for over 12 years. 10 of it spent as the outside general counsel for the AANA and very proud to be an advocate and happy to help out today and provide some information. So I'm going to just start us off. What is a contract? So it is an agreement. Let's start. Does it have to be in writing? It does not have to be in writing. As a lawyer, I'm going to tell you. It should be. Well, we'll get to that. Right. It's an agreement between two people to do something right. And it creates legally binding obligations. So if I say, will you agree to pay my house? We don't have a contract. I mean, first you have to answer. Will you? My answer would be how big is your house? But hopefully I'm guessing you want me to say yes right away for the purposes of this. It would help. So will you pay my house? Yes. Do we have a contract? No, no. That's what we're going to get into next. So I'm going to give you the day one law school basics. And that might be where I start to turn to expertise. It's not that I didn't pay attention on day two. It's just this is what you do on a daily basis. So there's three components to a contract. There's offer, there's acceptance and there's consideration. So we had offer. Will you pay my house? We had acceptance. Great. Consideration. Consideration is a made up lawyer term. And it is legitimately sort of the why? Like what are we doing this? If this is an act of the goodness of your heart, well, then you're a volunteer. You're a good person. But I can't make you be a good person. Right. So it's usually the biggest example of consideration is money. Right. What are we doing it for? But it tends to be you have to have enough details for it. You remember when they said the meeting of the minds. Right. You have to make sure everybody's on the same page. So oral versus written contracts. Now, let's set aside. There's a few different types of contracts. They don't let you do oral. I didn't think that you have to be done in writing. I think that real estate. Yeah, I remember them doing that. Right. But explain like oral contract is sort of the good old fashioned handshake. Right. And shaking deal where is that I mean, is that a legit contract? Yeah. In a lot of senses, an oral contract is a legitimate contract. And there are a ton of things that we do every single day that are dictated by oral contracts. So if I ask you to paint my house, I offer to give you five thousand dollars for it. And you say, yes, we shake hands. Do we have a contract? Yeah. I mean, they were looking much more like a contract. Do we have to shake hands or? Yeah, I mean, we don't have to. So it doesn't have to be a handshake or handshake deal. OK, good. Before we get into why we prefer written contracts, what's the basis of a written contract? I mean, is it really just writing down what you're agreeing to? Right. Yeah. OK. So when you combine the two, this is one of these annoying lawyer things. They give it a fancy name, the parole evidence rule. Right. The parole evidence. And the best example I can give of this is, you know, Chris, I hire you to be a lawyer and you say, listen, it's really important to me Tuesday afternoons. I need to be able to leave the office early. I've got my kids. They're very important to me. I want to be able to help with activities. And I say, look, don't worry. You can absolutely do that. We don't have to put it in the contract. We don't have to put it in writing. I will always let you do that. Is that going to be enforceable? No, it is not enforceable. I mean, if you're just telling me that in my conversation. No. So the idea is the parole evidence rule is like when you have an agreement outside of the terms of a written contract. And the answer is there might be some circumstances where the courts will allow it. There's different things the courts do to evaluate it. But guess what? What you end up meeting is more lawyers, more time and more confusion. And one of the things you'll hear us focus on is that uncertainty in a contract. Very good for lawyers. Yes. Very bad for human beings. So what I will say now, and you'll hear me say this more than once today, if it is important to you, make sure that it is reflected in your written contract. Because at the end of the day, there's a lot of argument when something's oral based on what you heard, what you said, people's memories, their willingness to lie. Shocking, I know. If it's in writing, it doesn't mean we can't fight over it. But it's more difficult. And what I would say about the parole evidence rule being not a litigator is I know it's there. I always tell people don't you never I wouldn't want to rely on it. No, you know, you don't want to have to say go into a he said she said over. Yeah, they promised me they told me, where is it in the agreement? Yeah. So never you don't want to be falling back. All right, fine. So day two of law school. This is like, what takes us from paint house 1000 bucks good. What's important for a contract to be more enforceable. And so this is again, start off with the offer. And ideally, your offer wants to be as specific as it can be specifically details what you are going to be doing what both parties are going to be doing, not just, you know, what are the obligations of if you're looking at an like an employment agreement, what's the obligations of the employer and the employee? acceptance, again, is agreement by both parties. In written, you often want that to be written acceptance signature. So like, will you paint my house? Yes. Who's paying for the paints? Probably a detail you want somewhere in there. Exactly. Right. Because if I have a big enough house, I don't. But if I have a big enough house that it's going to cost $3,000 worth of paint. And it's your responsibility that you just struck a really bad deal. Agreed. Okay. So then again, this next part is consideration. I like to think of it as basically, you know, when you're agreeing to get a contract, what are you getting? What is the thing that is the benefit to you? Often? Yeah, it's money. See, for me, I always took it as why would anybody be doing this? Like that sort of the like in law school, because it seemed like a dumb idea consideration with wrap your head around it. But the idea is look, because it isn't always money. You're ready, you agree to paint my house if I agree to babysit your kids every Tuesday, there's value to that there's value, right value. So you get a raw into that deal. My children are older than Chris's. So I have a degree of perspective that I've learned a newborn, you got a raw, raw deal there. Right? And the value of that a pain in my house, it might be worth it. So the whole idea is why would anybody be doing this? That's sort of that. Okay. The other issues are just hyper technical lawyers, but you have to be able to have capacity, you have to be the right age, the intent of both parties, like you really want to make sure the idea that people that they entered into this intentionally that no one took advantage of anybody. And I hate to do this, but this is the me part. It cannot have an illegal purpose. Right? So it has to be something that is legally enforceable. So this is, you know, you you referenced this in another podcast that we did the idea that most people don't just wake up every morning, pull their contracts out, read them and feel good about it. Like, what's the purpose of a contract? You know, we can say it's to define each other's legal rights. But like, when is this going to be when is this relevant? The reality of the situation is, you're not pulling up your contract probably every day out of your desk to take a look at it, see what it says to tell you exactly how you're going to do your job that day. Odds are you're looking at your contract because there may be a problem. And that's when it comes up a lot is, if there is, your relationships not going exactly the way you want it, you may need to move on to a different relationship, you want to terminate, you just or you just want to know what exactly did my contract say I was obligated to do. That's when the written contract. So do you mean your clients aren't calling you just to say, I read my contract, and I just wanted to call and thank you again. It's a great contract. I don't get I don't get the call every day that says, you know, a bang up job on that contract. I was just reading it for fun. I will tell you I do we do get the call of, hey, guess what my employer tried to do. I love the fact that you put this in there. So um, look, these are different types of contracts. Do you want to just give the like three seconds on each? Just we're not going to read every slide. We're not going to do that. Because the goal of this is to give you a broad overview. But we just want you to know what types of agreements these are. These are the common ones that I see a lot. Professional Services Agreement is what it sounds like. It's an agreement for you to perform professional services usually, you know, in your case going to be performing anesthesia services. Usually will be between like a surgery center and a, you know, or like a provider and anesthesia provider. Call coverage agreements, just what it says, what it says you're providing call anesthesia services agreements. These again, can be a little bit more sophisticated than just a straight professional services agreement. Again, I have more specifics, it's going to have more details, it's going to take into more consideration what the anesthesia provider wants prioritized. And this is where again, where you'll hear specificity is better. Now what's a management agreement? So management agreements are kind of unique. And what a management agreement can be, it actually can take on a lot of different forms. What we see a lot of is that there are certain management companies that come through and they actually want to help a practice just perform all of the administrative stuff that they don't want to do. You as a CRNA may want to really just focus on being a CRNA. You don't want to worry about all the stuff that has to go along with, you know, insurance and billing, all of the you are employing your own employees, you maybe you don't want to worry about doing the benefits. Management companies can come along with a management agreement help you do that. Okay. Understanding those is very important. Those can be very long, very tricky. Yeah. And if you set them up right, you're great. If you set up wrong, it can be actually notably illegal. Yes, can be illegal. It can be a major headache to get out of if you ever want to. And yet, notably, yeah. And for those of you who know, you know, my background before I was ever involved in healthcare, I was a state and federal prosecutor. You the reason you want to get these agreements right with someone like Chris is you never ever, ever want to have to need me. Employment agreements, independent contractor, I will just say that is the subject of another podcast that Chris and I did. We strongly recommend you take a listen to that. And see next slide. See next slide. All right. Same thing. Whether you're an independent contractor, you're an employee, see our prior presidency, I told you. Oh, so that's the other thing I have to mention. You can set these up that you can see the next slide before it pops up. And I'm not smart enough to have done that. So I may occasionally steal my own thunder when we get um, let's talk a little bit about negotiations. Right? When you're entering into a contract, this is usually going to be, you know, when you're negotiating either an employment contract, or when you're negotiating as an independent contractor, you're agreement. I'll tell you the biggest mistake I encounter, people think negotiations are about winning. I will tell you, there's nothing I love more than when I'm dealing with someone who they approach a negotiation about winning, because they're very, very easy to manage. I don't want to give away my secrets. But in concept, all I need to do is draw the line far over from where I actually care. And then I let them feel like they pushed me farther than I wanted to go. And they feel great. And I got everything I wanted. And usually more than that. Yeah. Um, at the end of the day, a negotiation really should get to that point. Not where no one's happy, but we're everyone's happy. Yeah. Or at least everybody's satisfied. Yeah. Because let's be candid. If in the agreement, I can't get what I need. And you can't get what you need. As a lawyer, what are you going to tell your client? Why are you doing this? Right? Like, that's the idea is, if you don't separate what's needed versus what's wanted, right, if both parties can't get what they need, this is going to be a bad experience for everyone involved. Um, the example I look, I remember this the first when I left government and I moved to a firm, um, I got my contract allowed for six weeks of vacation. And then I'm like, Oh my God, I will legitimately never ever be able to meet their expectations of me. Like you were at such a firm, right? Did you take six weeks? Sure. Didn't. I mean, it was great that they offered it to me. It was nice, but you're any, I didn't get paid for it if I didn't use it. And if I did use it, the likelihood of my being in good stead the next year was questionable. Right? So it's just, it's very funny. Like the idea of having that. The other example I always use is I did, I had a, I had a colleague who father in sales, who all he wanted was the company car. Like that was the sign that you had made. It was when you got the company car. So negotiated, negotiated, negotiated. And the end result was got the company car, but they lowered his salary one more than the car cost. And two, it got to a point when gas prices went up, couldn't afford to even use the car. And they picked something that was a luxury and made it the priority. And at the end of the day, it was just a bad negotiation because they didn't make that distinction between important versus nice versus candidly, just irrelevant. Yeah. And because, you know, a lot of contract negotiation ends up being for lack, the term I think is like horse trading, where if you come in knowing that there is something you're willing to give on, but there's something you're not, okay, that gives you some good negotiation leverage is, you know, if they don't want to give me the company car, but you know what, I really can't have my salary go below this level. Okay, guys, I'll give on the company car. But, and we'll talk about this at the end. But at the end of the day, one of the things you should really be thinking about is what problem am I solving for the person on the other side of this discussion? If you're the employer, you're solving the whole unemployment, I like to have stuff, right? And I want a job and money. If you're, you know, and let's be candid, we'll talk about this more. But as an anesthesia provider, we're at a time where there's never been the challenges and the shortages and anesthesia providers have more leverage more influence than they ever have in the history of the delivery of healthcare. So this is why so what are the things that people should be thinking about? And again, a lot of this is in the context of an employment agreement. But since we've all had those or encountered those, it gives a good structure. So why are compensation and benefits important things? I mean, compensation, why is compensation an important thing? Money, everybody likes to know exactly how much you have, how it's being paid to you. I mean, I think that in almost every negotiation, it seems like compensation is usually the first thing that's discussed. Because if you're, if you're not at a compensation level that can sustain you, then you know, what's the point? A lot of people don't see the point in taking the job. Well, and I'm not gonna lie to you. I'll put you a little bit on the spot. But have you ever had that position, especially, you know, that first job, they put a number in front of you. Did you read beyond that? Oh, I mean, oh, my very first job? No, I remember exactly. Yeah, I remember that one. They told me I was gonna get, especially when I'd never had any incomes, like, holy cow. Right. And so the idea is deal like compensation is that, wait, I'm gonna make what I'm in. And, and I'm gonna steal this slide later. But like, you should read your contracts, you'd be amazed what's in there. Because the next thing that's on here, understanding your benefits, the first like job that I had, I can remember, I had no idea what my benefits were. And actually, like when I had to go to a first doctor's appointment, I was like, I should ask somebody, should I can I do that with my health benefits? So yeah, I mean, again, benefits, because this is, it's a big expense, whether you know, employers, there's a reason that and if they give you $10,000 more, but don't give you benefits, and the benefits that you need are going to cost you $40,000. Yep, that was a really bad deal. Exactly. That loss. Okay. I want to address the length of contract longer is not always better. It's right. I remember when I was younger, making that joke, like, hey, I'll take a 20 year deal. But let me ask this to the anesthesia providers who are paying attention. And it is March 15 of 2024. If you entered into an agreement that was 20 years, guaranteed compensation for the administration of anesthesia, do you think in today's marketplace, you would be happy with what your compensation was set at 20 years ago? Or would you be really looking forward to the ability and the opportunity to renegotiate? The other thing that I will say is this, it's a common mistake people make, Chris, if I enter into a 10 year contract, but it has a 30 day termination provision, do I have a 10 year contract? No, I would tell you have a 30 day contract. Why? Because if the other side really wants to end that contract, they can do it whenever they want in 30 days, pursuant to whatever the terms of the agreement are. So I will tell you termination provisions are a huge thing that people should and don't read. Yep. Um, you want to know about your working environment, you want to know, I mean, let's be very candid. The other thing, people don't think about how the relationship's going to end. And that's, it makes sense. It's natural. You're excited about no one is like, Oh, my God, I can't believe I have to take this job. I mean, sometimes. That's how we get. No, um, the idea is, you have to look at how is this relationship going to end? I hate to make the analogy to a marriage, but like, at the end of the day, how many people wish, and I'm not talking about a prenuptial, I'm not, but how many people wish they'd given some thought to how this marriage might end before they got into it, based on how it actually played out? Why is it important in a contract to think about the end of the relationship when you're at the start? And so what I would say on this too, is approaching this part of your negotiation process, and what you want out of it is important and should be well thought out and be approached carefully. Because I understand the sentiment to that I've gotten from folks when talking to them about this, that they say, Look, I don't want to start my discussion with my employer by asking them how I leave. And I, I understand that. And so I always tell people that it is, it's very good to try to approach it from a very cordial way. Not basically saying like, Hey, I need to know how I get out of here. But just saying like, you know, I'm trying to understand what this contract says about what my responsibilities are. And there are ways to do it. And a good advisor can help you, right? Like I tell people, listen, I'm very excited about this job. I love the idea that I might send the next 40 years of my career here. But I appreciate that. Ultimately, that may not be what you want, it may not be what I want. So the one thing I want to do is make sure we give some thought to how does this set up. And we'll talk about non-competes and we'll talk, but there are all sorts of contracts that people put in that limit your ability to, you know, move on from a job. And these are the kind of things you just you do need to give some thought to. So this is the, you know, I wish people who know me know I'm a life affirming, good, happy person. But when most people are negotiating a contract, they are excited, they're in a good mood, they're looking forward to the prospects of this job. And what I will tell you is, don't let that be you. When I give these presentations at like state association meetings, I always say, here's what you need to do. Think about that boss that always puts you in a just foul mood, that ex-boyfriend or girlfriend who just frustrates you so much, call the in-laws that you just can't stand, whatever it is that, by the way, and I love my in-laws, I just want to say that for the record, but call that person who frustrates you, get in a foul mood, and then read your contract. Why? Because the real value of a contract, like we said, nobody is sitting there looking at it every day, hugging it to feel warm and happy. It's coming out when something has gone wrong. So this is my other one, and you'll forgive me for sort of the cavalier nature of this. A job description is not a contract. The number of times I have gotten calls, and this is from, you know, CRNAs too, who say, well, here was the online posting, and they're not doing that, and I'm like, okay, what does your contract say? I don't know. Which controls between the online job posting and a contract? Contract, contract. Second thing, and I hate to use this analogy, I'm not trying to be cavalier, but the online job posting is kind of equivalent to somebody's online dating profile. Now, I hope I don't shock anyone when I say this, not everyone tells the truth and describes themselves accurately. This is true also in jobs, right? How many people would go to the job interview for overbearing supervisor who's confident they know everything more than you, so even though they're incompetent and they will micromanage everything you do until you want to leave? Now, how many of you have had that job? So the idea is the job description may or may not actually line up with the duties. Ultimately, you have to rely on the contract, and you'll hear me say this at the beginning, middle, and if it is important to you. If it is important to you, you need to make sure it is written in the contract, because we talked about the parole evidence rule, but this is an actual situation that I dealt with for a CRNA. Two health systems in town, one of them allowed them to work a job where they could provide hours that allowed them to care for an elderly relative. The other system did not, so they specifically went and worked for the one system that facilitated it, and then, but it wasn't in the contract, and it wasn't in the contract that this provision had to carry forward, and then when the two systems merged, guess whose policy they took? The one that didn't provide for the opportunity, and this was the key fundamental reason and issue that this person had done. It was the most important thing they could have had. It was more important for them than their compensation, and now they didn't have the right and the protection, and you just, you want to avoid these circumstances. So, when the honeymoon is over, what is the contract going to do? It's going to help you understand your relationship once, I mean, I, this is probably a negative way to look at it, but once maybe a hiccup comes, or whenever, you know, maybe it's not even a hiccup, it can be just that. It could be you got a great new job, and you're looking for an exciting new opportunity. It could be that your spouse got a great new job. It could be that for some reason, completely outside of your control, you need to leave. Understanding exactly how you can do that, and if you're going to have any issues, is when a contract comes into play. Ultimately, what do you need to do? What do they need to do? What can you not do? What can they not do? Yeah, and that's important, because candidly, that's how you avoid lawyers. Yeah, I mean, a good contract that you understand what's going on with how it works, outlines how you leave. You provide your, say it's, you need to give 30 days notice. You provide 30 days notice. Everybody is kind of bummed that you're leaving. You have a goodbye party when you leave, and you know, you go on to your next job. And bad contracts are very expensive, because we'll talk about this, but ambiguity, when it's not really clear, just gives room for lawyers to argue and fight, and I hate to say this, but you know, when the relationship isn't ending with a going away party, but as a relation, you know, they're unhappy, they're escorting you out, and they're getting their lawyers ready, you know, so I say, don't let your lawyers be lawyers. Anyone who's met me, I can argue anything, right? I mean, legit. I don't, don't let facts and, you know, law get in the way of a good argument, but at the end of the day, I'm kidding for those of you who are my clients. All right, but the idea is, the more wiggle room you leave, the more that there can be fighting over it, and all of that takes time, takes money, and increases your stress, and ultimately, what our goal to do for you is to minimize your risk, to give you as much certainty, so that candidly, you don't need us. So from a negotiation perspective, talk to me about this whole idea of like, take it or leave it. Yeah, I mean, you're, I'm, a lot of negotiations will probably start out with, this is a take it or leave it contract, nothing in here is negotiable, and so the answer to that would be, I say, again, sometimes that is the case, but also then, if it's a take it or leave it on something you are not comfortable with, then you don't have to agree to it. I mean, you don't have to agree to the contract. I also think that, we're going to talk about this a little bit later, but understanding your leverage, if they're, understanding if there is something actually is take it or leave it, or if it's that there are these three things in the contract that they actually probably could bend on, and these five things that they cannot, and then understanding which of those are you comfortable with, the ones that they can't bend on. And one of the things I will let you know is this, the CRNA community is exceptionally good about sharing, not, and I don't mean sharing information in an anti-competitive, anti-trust violating way, which sort of thing, but like the idea of you have experienced people who've been through this before, who are willing to share their life experience, willing to help you, there's, you know, additional further expanded programs on negotiations and things like that, and these, this is all, these are all resources that you should, you know, turn to. And if there's something, look, if the answer is the most important condition for me is this, and that's not something they're comfortable with, then they don't have to hire you, right? But at the end of the day, it's also, it goes back to, if you can't get what you need, and they can't get what they need, why are we doing that? Yeah, then you shouldn't really be doing this. This is where I'm probably a little nicer than I should be, but I actually think being fair, being honest, being, don't get me wrong, get what you can, but let's be honest, if you're working for an employer who's going to take as much advantage as they possibly can, they're going to lean on you, they're going to take advantage, they're going to put you under this duress, they're going to, is that, I mean, that kind of defines the relationship going in, right? And again, not to do the over-comparison to dating, right? But let's be honest, most relationships, when they end, it's not because they were the person they represented themselves to be on the first date, it's because of who they actually revealed themselves to be, and usually it's not so much sadness that the relationship ended, it's sadness that they weren't who you were hoping they were going to be. The same thing is true in jobs, right? If you can cut to the chase and figure out what the real dynamics are, and again, you don't have to trust them if it's in a contract, right? That's a great way, and like I said, we talked about negotiation, people think it's about winning, that is the easiest, you know, anyone who wants to win, I promise you, I will do so much better in the negotiations than you ever will. Talk about starting the relationship wrong, right? Yeah, and this is kind of what I hinted at a little bit ago, is that, you know, one of those things, like asking how do I get out of this contract from the second you start negotiating, I can understand that that can have a, you know, pretty negative impact on who you're talking to, but you know, this is, this slide points out that there's a lot of balancing act here. You don't want to simultaneously come in guns blazing, as Mark said, come in with an I must win every single part of this contract attitude that makes you, makes an employer immediately say like, okay, is this somebody we really want to work with? But you, you know, you don't want to sell yourself short. The bad deal part of this, that Mark has mentioned a couple times, you know, is maybe you, you know, the one, the example he had about the salary, say you got a decrease in your salary, because you got some other benefit that you like, but it turns out that benefit doesn't nearly make up the decrease in salary you got, that could be a bad deal for you. And again, understanding your priorities is really, really key to making sure you don't land in one of those situations. Yep. Look, if this stuff were easy, we wouldn't be having a podcast on it. Take advantage of the resources around you to figure out what's the best way, and I will tell you the biggest thing people don't do is they don't do their homework. So when I say read your contract, you'd be amazed what's in there. I will tell you the number of times people come to me in these circumstances, and I ask them what's in their contract, and they have no idea. And when I go through it, I say, are you aware you agreed to people are like, or if I, I mean, that's usually what happens. Sometimes you get lucky. I'll tell somebody, Hey, did you know that this contract says you could do this instead? Whoa. Well, and the stupid example is, but like there was one of the famous bands, I don't remember which, but they basically put in the thing, no green M&Ms or something like this. It was a brown, brown M&Ms, but whatever it was, they did it because they wanted to know how much they were paying attention to it because it was reading the contract. If it said no M&Ms, you know, if you go, if you come in there and there are no brown M&Ms, you know, they paid attention to everything. I recall too, that a part of that story is somebody out of spite, gave them an entire bowl of brown M&Ms, you know, something I'm guessing they didn't check with their lawyer first. So what happens when you break a contract? Well, this is again, the lawyers being lawyers, forgive me. There's damages. Like what was the consequence for the actual breach of the contract? I had to hire someone else. It cost me a thousand dollars. I want that thousand dollars. Specific performance. That's when you make someone perform, like that's usually like you agreed to sell me the car, the court's going to make you sell me the car. It's not usually chaining, you know, a CRNA to the bedside and making them administer anesthesia. Money damages is the most common thing. And then a liquidated damages provision is when you agree in advance, it's going to be hard to figure out what the damage is. So we agree that this is what it's going to be. Non-compete clauses. Look, we do entire presentations on this. The only thing you need to know is what state you're in. What are their rules? And are they enforceable or not? The biggest mistake CRNAs make is they assume that they're not. They've heard that they're not. And in some states, they're true. And in other states, it's not. For anyone who doesn't, the idea is that it limits your ability to practice for a period of time in a geographic location, all this stuff. There are times where they are enforceable. Some states enforce them very liberally, other than allow them. You just need to know what you're dealing with. Oh, see, this is where I stole my thunder. So I'm not going to read through all this again, but this is where, what a non-compete clause is. But what you generally need to know is this, if it's reasonable, courts are going to look to uphold it because you shouldn't have agreed to it if you weren't going to do it. So again, all of the damages, all of the consequences for a breach of contract all come into play here. And I tell people, talk to a lawyer before you decide it's okay to violate it. There's lots of rules changing on this. We actually have people who this is entirely what they do because this is such a fought over issue. And the less in life you have to deal with lawyers, the better. Wouldn't you rather a single phone call to your lawyer in advance rather than months and months and months of paying your lawyer to fight over this? Yeah. So, okay. Why does preparing for a negotiation matter? I mean, it's a lot of what we've talked about so far, which is, I think the balancing act part of this is what we talked about that I think is maybe the most important part of preparation. Knowing who you're talking to, knowing what their business is, what type of, what size are they, how big are they, how much leverage do you have? I think that's so important because it helps you understand how much of what you want, do you think you're going to be able to get, or is it just completely impossible based on who you're negotiating? See, you know what's funny? You know the thing that I think that a lot of people forget about? They never figure out what they want. I want a job. And figuring out what you want is fundamentally important, right? Because the funny thing is, let's be candid. If you have three priorities and when you get the contract, they're all in there. Any negotiation, first off, you might just skip the negotiation, but any negotiation is winning, right? And so, that's the kind of thing that you have to figure out. If you don't know what you want, what direction you're going, and I forgot, I put fancy stuff into the PowerPoint. That was cool. So, how do you figure out what you want? It takes time. It takes effort. You got to do your homework, right? Now, this is one of my favorite slides, but when you talk about like who you're going up against, I used to put this slide in here because like SRNAs would come to me and they would say, so how much negotiating power do I have for my first contract? And I used to think, God, it's cute that you think you have negotiating power at this point in your career, but that's not where we are now, right? It's changing. It's already. Yeah, I mean, and will it ever change back? I don't know. Don't get too greedy, but like don't leave value on the table. Knowing your value really matters. And so, the idea becomes you have to figure out who you are in this picture. It used to be clear. Now, it's less so. Yeah, and I'd say it's a change of situation that would have been more of in the past. You're the person trying to fight the 10,000-pound gorilla in the room, so you don't really have any leverage. Now, I mean, the things you need to consider are probably a little bit different, which is, yeah, maybe it's not the unequal distribution between you and the 10,000-pound gorilla in the room, but there's other market pressures. You're not suggesting that the gentleman in this is a 10,000-pound gorilla? I am not, no. That's the term that I use all the time when you're going up against a Goliath and you're- Well, and look, at the end of the day, the reality is that there's always going to be a certain degree of imbalance. The other thing you want to consider is this. Just as much as you don't want an employer who's going to take every bit of leverage that you have against them, if you start the relationship where you take every bit of advantage you can against the employer, that's going to define the tenor of the tone, and when you come to that point where you need to make a change or you need to make an adjustment or you're hoping they'll give you a certain degree of grace, it's- Yeah, and I said, I think one of the things you may be up against now is less of the big, if you have leverage, that's great, but you may have market pressures. There could be somebody else out there that also make the offer that you are thinking if you're competing for business or something like that. And that's doing your homework is the number one thing that people don't do. I talk about an alternate solution. What problem are you solving? If the problem is we need someone to administer anesthesia and the answer is there's seven people we can choose from, if you take the hardest line, you better be good to be the one they choose. You need to know the circumstances. The other thing is if they're having a problem and you come up with a solution that isn't something they already have access or available to, that inherently increases your value. You just need to know what you're doing with it. So in your biggest experience, you work with employees, you work with employers, you're like, what's the biggest thing from your experience that's going to demark whether a relationship is successful, whether or not it runs into problems? I mean, I think our answer keeps coming back. A lot of it ends up being like money, but also just like what kind of, what kind of duties and obligations do you actually set out for each other that you're expecting the other to do? You know, when everyone's making money, nobody seems to worry about what the contract says. Exactly. And it's, you know, if you ever start having issues, what exactly, like I use the example, you know, earlier we discussed those management agreements. What are you expecting, you know, your management company to do for you is an example. And what do they expect to do for you? Because what I find is people being misaligned on their expectations of what those are. And even if the contract may have some, because a lot of contracts will have language that's kind of, you know, grandiose and is a little ethereal and doesn't really say that much. Just really get a contract that's written in English and sometimes helps. Yeah. And not lawyeries. That's what I think that misaligning your expectations of what is expected. And let's be honest, there's a difference between working with or for someone who what's keeping them up at night is I'm afraid I'm going to have to let people go versus working for someone who, God, I really wanted that ski chalet. Right. Well, and because it, you know, but part of it is, and, you know, that's what's motivating them, but it's still always going to come back to, you know, what's defined, you know, in the contract, what's defined in the negotiation. Right. If you are creating a problem, right. All right. I guess I got this person, but now I'm going to have to fire my receptionist because I no longer have the money. Right. You're, you're, you're, you're undermining your long-term success. And even if it is at the sacrifice for your short-term success, if you can help someone avoid problems, you solve problems, your value far exceeds the money and good employers will appreciate that. So I use this, the consequences of bad communication can hurt at the end of the day, if there's not real understanding of what you need, what you, they need and sort of how things are going to work out, someone's going to suffer. And I'm going to let you in on a secret. Ultimately, if it's between the employer, the employee, who's going to end up suffering the most, it's usually the employee. And the reason is because ultimately, even if it is the employer that's suffering, the employee tends to suffer alongside, or at least, you know, trickle down suffering. Is that a, is that a thing? Trickle down economics, trickle down suffering? No, you might've just created a concept. All right. If you're not solving their problem, you're kind of screwed. Forgive the candor. But the, the idea is if you're not bringing anything to the table, right. If you're just a widget, if you're just, you know, something that's easily replaceable, they'll bring you in today, but they'll look forward to getting someone who's actually helping them more meaningfully, more strategically in the future. Okay. So you need to do your homework. You need to know. I always love looking at this picture, trying to figure out if this actually works. People who are smarter than me, who like have engineering backgrounds say that it does. Ultimately, if you throw off the balance, you have to have a degree of competing interest. You have to have an understanding that there has to be good give and take. And if you do it right, it's impressive. And if you don't, you end up with lawyers. Okay. So wrap it up because there is a big difference between making it up as you go along and having a plan when you prepare and everything comes together. That's when it works out. Well, what do you want to say? I think we've really hammered on a lot of these points that I would put in our conclusion here. We, I mean, you probably heard us say now in the last like five to 10 minutes, multiple times that planning and understanding who you're negotiating and talking about your contract with is really important. And understanding what you want to get out of it, I think is, I mean, I help people all the time, negotiate their contracts and just say, you know, before you went into this, did you actually think really hard about what are the things that you can't give on? And understanding what are the things that if they want you to give on something that is not on your list of things that I cannot give on, maybe you don't need to, you know, take the hard line negotiation tactic in the same way. Some people fight just for the sake of fighting. Yes, they do. The other thing I'll tell you, and this is the most important to me, because this is where I really see the most sadness. If it's important to you, make sure it's in the contract, because if it's that important to you and they're not willing to put it in the contract, it's probably not going to be a great relationship. Or at least go in with the understanding that this is probably something that's going to be temporal and it's going to end bad. So make sure you read that part that talks about how the relationship ends. If you have questions, please reach out to Chris, reach out to myself. There will be circumstances where we're not the right people to help you. We'll help you find the right people. That's a commitment I've made, you know, to the nurse anesthesia community for years and years and years that I'll continue to do so. You will forgive me my standard disclaimer. This did not tell you anything and everything you needed to know about contracts and negotiation, but it hopefully gave you the types of things you need to be thinking about that you need to be aware of. We want to thank you for listening. We want to thank Behind the Mask for the opportunity to participate in the podcast series. We hope everyone has a great day. Thank you.

CRNAs

contract negotiation

offer acceptance consideration

contract components

value and leverage

communication in contracts

contract breaches

successful relationships