BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Health

Date & Time
  • event Date

    Wednesday, October 25, 2023

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE course will guide healthcare counsel using boilerplate provisions in healthcare contracts. The panel will discuss identifying and avoiding the pitfalls of boilerplate contract clauses in these agreements. The panel will also provide insight into structuring individualized language to fit the circumstances of the transaction.

Faculty

John R. Washlick
Shareholder
Buchanan Ingersoll & Rooney PC

Mr. Washlick is a recognized authority on federal income tax issues involving tax-exempt organizations and the Anti-Kickback Statute and the Stark Law. His guidance is often sought as his clients assess various arrangements with physicians, such as clinical joint ventures, co-management arrangements, integrated delivery systems, business joint ventures, physician recruitment, practice acquisitions, employment arrangements, hospital/physician integration planning and exclusive provider agreements. Mr. Washlick also advises healthcare industry clients, including entrepreneurs and investment-backed entities on general corporate law and regulatory healthcare-related issues, such as the corporate practice of medicine and fee splitting laws. He has experience in structuring, negotiating and documenting a variety of complex business transactions, including mergers and acquisitions, joint operating agreements, joint ventures, clinical co-management agreements, academic and clinical affiliations, and contractual relationships among providers and with third-party payors. Mr. Washlick advises clients in the formation or acquisition of new entities, the restructuring of existing entities and the creation of alliances or other integration initiatives. Mr. Washlick speaks and writes on transaction, governance, regulatory and compliance matters, and he has been published in many healthcare and tax-related publications.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Heather R. Alleva
Associate
Buchanan Ingersoll & Rooney PC

Ms. Alleva focuses her practice on representation of health systems, hospitals, physician groups, behavioral health facilities and other healthcare providers in regulatory and compliance matters. She represents clients in mergers, acquisitions, affiliations, provider integration and other strategic transactions, as well as in reimbursement disputes. She counsels clients on state and federal regulation of healthcare providers, state and federal fraud and abuse matters, professional licensing issues, changes of ownership, Medicare and Medicaid enrollment, and HIPAA compliance.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

Boilerplate provisions are trivialized by some and overlooked by many. However, they have the potential to significantly impact the transaction. Boilerplate provisions are often cut and pasted from one contract to another without much thought about the potential impact of their use. However, these clauses conceal significant legal and business implications that can produce unwanted future results if not tailored to the specific circumstances of the transaction.

Automatically inserting a boilerplate provision into an agreement can unintentionally defeat the contractual intent of the parties and cause significant losses. For example, boilerplate provisions may include a statement that remedies are cumulative. This may contradict remedy provisions that were hotly contested and painstakingly negotiated as part of the agreement's indemnification section.

Best practices call for negotiating and drafting such clauses, as well as others, in anticipation of future disputes.

Listen as our authoritative panel of healthcare attorneys examines the use of boilerplate clauses in healthcare contracts. The panel will discuss identifying and avoiding the pitfalls of boilerplate contract clauses in healthcare contracts/transactions. The panel will discuss standard boilerplate provisions in healthcare contracts and the pitfalls of cutting and pasting provisions. The panel will offer best practices for avoiding pitfalls by drafting individualized clauses to suit the particular circumstances of the transaction.

Outline

  1. Common boilerplate clauses
    1. Entire agreement clauses
    2. Arbitration
    3. Remedy
    4. Survival of reps and warranties
    5. Merger
    6. Multiple agreements
    7. No third-party beneficiaries
    8. Jury waiver
    9. Assignment
    10. Notice
    11. Waiver
    12. Force majeure
    13. Choice of law and jurisdiction
  2. Pitfalls of cutting and pasting provisions
  3. Practical application of boilerplate clauses in healthcare contracts

Benefits

The panel will review these and other key issues:

  • What strategies should healthcare counsel consider when drafting boilerplate clauses?
  • Which boilerplate clauses present the most significant challenges for healthcare entities and their counsel?
  • What pitfalls should attorneys watch out for when using boilerplate language? How can boilerplate provisions result in unintended consequences?