Transactions Practice Group

Who We Are

• Adil Daudi, Vice President, Deputy General Counsel
• Emily Wein, UMMC Vice President and General Counsel
• Lauren Burns, Senior Associate Counsel
• Rebecca Daley, Senior Counsel
• Christopher Tully, Associate Counsel
• Sue Dent, Associate Counsel
• Allan Carey, Paralegal

There are two general pathways by which an agreement or amendment should be submitted to the Office of General Counsel for legal review:

Ntracts Online Portal – umms.ntracts.net:

• Physician Employment
• Professional Services
• Non-Physician Referral Source
• Leases and Session Leases

Request for Legal Review Form – legal@umm.edu (all other agreements, as may be necessary): (after internal review process)

• Vendor or Purchase Agreements valued over $200,000 per year
• Vendor Agreements where patient information will be disclosed
• All other Agreements as may be necessary.
  • General legal questions may also be submitted to legal@umm.edu.

The following types of agreements must receive legal review:

• All agreements involving physicians (e.g., independent contractor PSAs, employment term sheets, lease arrangements, etc.)
• All agreements with patient referral sources (e.g., non-physician providers, nursing homes, other hospitals, ambulance companies, durable medical equipment suppliers, etc.) (collectively referred to as “Non-Physician Referral Sources”)
• All agreements valued over $200,000 per year
• All agreements where the vendor will have access to patient information
• Any other agreement where the business unit has a specific legal question.    

An agreement may proceed for signature without legal review if the business unit has no specific legal questions and the agreement does not qualify for mandatory review, as described above.

For those agreements that qualify for legal review, OGC will draft/revise the agreement as necessary, will provide follow-up support directly to the business unit, and will also approve a final draft for execution.

1. Contemplation of Arrangement by the “Business Partner”: Identify all details needed to complete the Contract Request Form / Ntracts request and gather supporting documentation (e.g., FMV documentation, draft agreement, previously executed agreements, emails, etc.). 
2. Initial Request: Determine whether OGC review is required and submit the fully completed Contract Review Request Form / Ntracts request with supporting documentation.
   
   • Allow two weeks for development of the first draft of the contract and, if a shorter turn-around time is required (i.e., expedited request), communicate such with initial submission of request together with an explanation of the circumstances requiring an accelerated turn-around.
3. Initial Draft: Review and Prep: After receiving the initial draft, the business partner should review it to verify that it conforms to the original objectives and answer OGC questions regarding outstanding issues present in the initial draft. OGC will make additional revisions to the draft as necessary.
4. Discussions with Physician / Group / Vendor: Provide initial draft of the contract to physician/ group / vendor for their review.
5. Modifications: Negotiate with physician / group / vendor and determine from a business perspective whether to accept or reject requested change(s) or offer counter-proposal to physician / group / vendor.
6. Execution: Coordinate execution of the contract by UMMS entity and physician/group/vendor and provide execution version of agreement to contracts administrator and legal.
7. Document Retention: Retain originals of all executed contracts and supporting documentation (e.g., Contract Request Form, Fair Market Value Worksheet, etc.) in a central location.
8. Monitoring: Ensure that contract terms are enforced and the parties adhere to contract obligations such as renewal and termination dates and collecting completed time sheets from physician / group / vendor as required (e.g., part-time medical directors).
9. Insights: Writing, Signature, and Set in Advance Requirements under Stark Law FAQ