Associate Contracts for Corporate Consolidators

As the presence of corporate consolidators in the veterinary field increases, it has become even more important to understand what to look for when negotiating an associate contract with a corporate practice. Generally speaking, corporations can have a significant edge in negotiations because they can cause you to believe that their contracts are non-negotiable. They may, for example, say the following: “This is our contract for everyone.” In reality, everything is negotiable, and it’s your value that allows you to negotiate your own contract.

While it’s true you may have less negotiating power with a corporation than with a private practice, you will have more legal protection under the employment laws with a corporation. Ideally, all contracts should be reviewed by an attorney or translator experienced in reviewing veterinary employment agreements, because contracts are intended to prevent miscommunications in the future. Below are some key points to consider when negotiating a contract with a corporate consolidator (“CC”).

1. Term and Termination: How long will it be until your contract expires? Does the term automatically renew at this time? Note that, if a contract has a one-year term, that does not guarantee you a one-year employment. The employer may in fact have the ability to terminate you sooner. CCs like to use the term “at will,” meaning they can fire you at any time for any reason. Other ways of termination would be “without cause” with both parties agreeing to give “X” number of days’ notice before termination. Many CCs, though, will not want to give you advance notice, especially if they are taking over a new practice.

2. Schedule: How many scheduled hours per week are you required to work? Beyond that, how many additional hours must be spent calling owners, overseeing patient care, and more? Are there any required emergency hours? What about holidays, weekends, and nights? CCs tend not to give exact number of hours to be worked. They tend to use language such as “minimum of 40 hours” as opposed to “from 35-45 hours.” Specificity is against the interests of the CC.

3. Duties: What, as an associate, are you required to do? Review this, because some CCs may require you to do additional work that you didn’t need to do for old management. Do you, for example, have to organize staff meetings? Participate in marketing? Handle emergencies during work hours? Being specific in the contract almost always benefits the employee. Note that private practices tend to be more willing to mentor you in these duties than CCs.

4. Compensation: Typically, compensation is paid by salary, commission (production), or a combination of both. How is your production calculated? Do you get production reports? Are there any deductions from your salary and, if so, what are they? Is there negative accrual during slow production months? CCs can change how they calculate their production pay. If you’re not aware of how you get paid, you may not realize why your production pay has changed.

5. Benefits: Most practices offer some sort of benefits package, and CCs typically offer larger and better packages than private practices. However, these benefits can be subject to change and are not guaranteed by the employer. CCs tend to comply with state and federal employment laws that govern how benefits are given, while private practices may not, due to lack of knowledge. These benefits are tax deductible and are not calculated as employee income. Therefore, there is a large savings to be gained with a larger benefits package. This usually includes but is not limited to health insurance, professional liability insurance, and retirement benefits. Note that, if a CC offers malpractice insurance, it often does not cover license defense.

6. Exclusivity: Employers will usually require you to perform services for their hospital alone. This would prohibit you from doing any shelter or relief work on the side. This may even prohibit any other type of job, even if not related to veterinary medicine. CCs are no exception here, and you must negotiate specific exceptions if you wish to work outside of the CC.

7. Performance Evaluation: Will you be provided written or oral evaluations? When? Does this correlate to compensation?

8. Signing/Relocation Bonus: In today’s market, veterinarians are valuable and most places will offer some kind of sign-on bonus. CCs can usually offer a significantly higher bonus and, depending on where you are coming from, often offer a significant relocation allowance as well. Most of these bonuses are tied to retention, meaning you must work there for a predetermined amount of time—perhaps one year—to keep the bonus. If not, the money must be repaid. Also, in your contract, it’s important to find out if the bonus can be kept if you are fired without cause. One perk of working for CCs is that, if you are moving, they can often help you to relocate to another one of their locations, which can make the process significantly easier.

9. Non-Competition: The agreement states that the employee will not directly compete with the employer after termination of employment. The provision must state a specific distance and time (e.g., two years, ten air miles). This area should cover where 85% of the practice’s clientele comes from (trade area). When does your non-compete kick in? When does the non-compete become enforceable? CCs often have a much stricter policy than private practices. For example, some do not allow you to work in proximity to any of their hospitals. This could easily double or triple the area you could be prohibited from working in and can change if new hospitals open up. Also, the scope of restricted activity may be broader with CCs. In addition to small animal medicine, they may include intellectual property, research, practice management, and so forth.

10. Non-Solicitation: This agreement states that the employee will not try to poach other employees away from the business to work elsewhere. This would apply even if you are outside your non-compete area. It is important to also know that some CCs will not allow you to solicit employees from any location of theirs, even if you don’t personally know them.

11. Assignment: There is currently a very active market for the sale of veterinary practices. Many employers include provisions that allow your original contract to be signed over to the new owner. This means the buyer would not need to negotiate a new contract with you. It is important to check for this provision, whether you currently work for a private practice or already work for a CC.

It is important to understand all aspects of your contract while negotiating your associate contract to decrease any confusion during and after your contract period, whether a private or corporate practice. With the rise of corporations in the Veterinary industry, it is also important to note the differences between what a private practice and corporation could look like relating to an associate contract.

Try to make the contract as specific as possible so there is no ambiguity if an issue arises. Ask as many questions as you need prior to signing to clarify what exactly your job will entail. Always have the contract reviewed by a lawyer familiar with the field and do not feel pressured to sign prior to this. Corporations may be pushy and imply they do not negotiate, but this is your well-being and livelihood, not theirs. Know your value and pursue it in any contract.

Rules of Engagement: The Leading Role of Women

To be successful in the workforce today, and throughout your life, you must successfully engage with people from the beginning to the end of each day. Often, it’s with people whose viewpoints don’t always match your own. And when viewpoints don’t match but you need to resolve the differences, it’s crucial to be able to effectively negotiate with the other parties to create a mutually-agreeable solution.

Quality negotiation skills are vital in situations such as accepting a job offer, asking your boss for a raise or to boost your workplace benefits, or when an organization to which you belong is making decisions that will impact people’s lives.

Traditionally, women have been more reluctant to negotiate than men, which means they have disproportionately suffered from the costs associated with not negotiating. Even today, there is a frequently-noted “confidence gap” between the genders, with one study showing that only 7 percent of women attempted to negotiate their salaries, whereas 57 percent of the men did.

Women are as competent as men in the workforce, with global studies by Goldman Sachs and Columbia University demonstrating that companies employing women actually outperform their competitors on every measure of profitability. So, the issue is confidence, not competency – but, because confidence is a critical component of success, this article will share information about how women can successfully engage and negotiate with others to receive what they deserve.

First, here is a definition of negotiation and why it’s necessary.

Nuts and Bolts of Negotiations

A negotiation is a process in which two or more parties attempt to resolve differing needs and interests through a series of communications. An employer, for example, may want to offer someone higher wages, but needs to consider the overall profitability of a company. Meanwhile, an employee may understand and support the need for a thriving business, but also needs to earn a certain wage to support his or her family.

Employers and employees negotiate because they each have what the other one needs, and they believe they can obtain a better outcome through the process than if they simply accept what the other party is offering. Sometimes, negotiations occur because the status quo is no longer acceptable for one or both parties. Negotiations take finesse because, besides dealing with specific tangible points (wages, insurance benefits and perks, as just three workplace examples), emotions play a part and ongoing relationships are involved. The parties are choosing to try to resolve their different positions through discussions, rather than arguing, or ending the relationship, having one person dominate the relationship or taking the dispute to another party with more authority.

So, here are helpful tips to help you to effectively negotiate for what you deserve.

Six Negotiating Tips for Women

Tip #1 Be Prepared

First, you must clearly define the issues involved and prepare for the negotiations. Be crystal clear about what you want to accomplish, your opening offer, your resistance point (the point at which you would be willing to walk away from the bargaining), and what alternatives you have if the negotiations don’t culminate in a solution that is acceptable to you.

Also, as much as possible, know relevant information about the other party to the negotiation. What is he or she likely to want? Understanding where this person is coming from and what he or she wants to accomplish will help you to manage the negotiation process more effectively.

Tip #2 Be Aware of Fears and Address Them Appropriately

Common negotiating fears include:

  • that your position will not be solidly presented
  • looking incompetent
  • liking people and wanting to make them happy (but perhaps not being able to give them what they want!)/not wanting to affect someone else in a negative way
  • worrying about failure
  • feeling uncomfortable about talking about money
  • aversion to conflict, overall

Sometimes simply recognizing your fears can be enough to put them into context and allow you to move forward. Other times, they point out weaknesses in your preparation – and, in that case, your fears can help you to solidify your research and negotiation approach. Overall, it can help to reframe your wants, focusing on the value they will bring to the other party, and to be prepared to share how your approach can solve the underlying problem of the other party.

Some women must also work on silencing their inner critic, a critic that might be saying how only “bitchy” women negotiate or that you somehow don’t deserve the full benefits of your hard work. Again, you can use these fears to identify places you need to bolster up your attitude and solidify your approach.

Tip #3 Recognize and Optimize Your Negotiation Style

Multiple negotiation styles exist, each on the spectrum of assertiveness and cooperativeness. Here are summaries of common styles:

  • Competing (high in assertiveness, low in cooperativeness): these negotiators are self-confident and assertive, focusing on results and the bottom line; they tend to impose their views on others
  • Avoiding (low in assertiveness and cooperativeness): these negotiators are passive and avoid conflict whenever possible; they try to remove themselves from negotiations or pass the responsibility to someone else without an honest attempt to resolve the situation
  • Collaborating (high in assertiveness and cooperativeness): these negotiators use open and honest communication, searching for creative solutions that work well for both parties, even if the solution is new; this negotiator often offers multiple recommendations for the other party to consider
  • Accommodating (low in assertiveness, high in cooperativeness): these negotiators focus on downplaying conflicts and smoothing over differences to maintain relationships; they are most concerned with satisfying the other party
  • Compromising (moderate in assertiveness and cooperativeness): these negotiators search for common ground and are willing to meet the other party in the middle; they are usually willing to give and take and find moderate satisfaction acceptable

Simply by recognizing your style, you can highlight your strengths and know where to work on weaknesses. This isn’t to suggest that the process will be quick and easy, but it can be a vital step of the process in helping you get what you deserve on an ongoing basis.

Tip #4 Practice!

Becoming effective at negotiating seldom occurs overnight and it can be helpful to first practice your negotiation skills in areas where the process may not feel as intimidating. These can include negotiations:

  • for resources, whether it’s asking for more equipment or to hire more people
  • about how to use resources; with a common purpose, solutions can be reverse engineered fairly easily
  • where you have expertise
  • with big companies where nothing is personal
  • where you have evidence to support your position, including facts, data and logical reasoning

Consider practicing what you’ll say in front of a trustworthy friend or colleague, or practice in the mirror. Imagine different scenarios for the upcoming negotiation and prepare how you might answer, doing so by answering out loud (which is quite different from simply running ideas through your head).

As you become more experienced with the process and as you experience some successes, even relatively small ones, this will help you to gain confidence and become better at negotiating, overall. This will then help to prepare you for more challenging or complex bargaining processes.

Tip #5 Fairness is Important

As long as both parties are committed to the relationship and believe there is value in coming to an agreement, negotiations can typically proceed. If one or both parties, though, are unreasonable, uninformed or stubborn – or listening to advisors with those characteristics – negotiations can fall through.

Or, if one party doesn’t necessarily need the deal and/or isn’t in a hurry – or knows that the other party is without other options and/or in a time crunch – then negotiations may not end up being fair in the long run.

You can’t change how fair the other party will be, but you can determine if your own position truly is fair. Don’t use the “gender card” to get your way, as just one example, because fairness and equality should be at the heart of every negotiation. Conversely, don’t accept an unfair agreement just because, for example, you’re tired of negotiating or you don’t think the situation can ultimately be fairly resolved.

Tip #6 Calmly Ask for What You Want

Be calm, be professional. Unfair as it may be, women who are negotiating can be watched especially closely to see if they show signs of emotion, whether anger or excitement. Ask for what you want, be willing to pause to let the other party consider what you said (rather than quickly filling in the silence) and then respond appropriately.

Always keep your pre-established resistance point front of mind. But, having said that, if a granted concession is unexpectedly greater in one area of more complex negotiations, consider if and how you might be willing to adjust your resistance point in another area as part of the overall negotiations.

Understanding Negotiation Terminology

Another way to close the confidence gap is to ensure you understand what negotiation terms mean and can use them – confidently. We’ll use the example of an employer-employee wage negotiation as our example.

Each person will have a target point, which are the wages he or she would like the other party to agree to. The difference between what an employee wants to be paid and the employer wants to pay is the bargaining range. Meanwhile, the resistance point is where a party would walk away from negotiations; if too low of a wage or raise is proposed, an employee may begin job searching or a job candidate may decline an offer; the employer also has a point at which he or she will reject a wage request and end negotiations.

When the buyer (employer) has a resistance point that’s above the seller’s (employee), this situation has a positive bargaining range. The employer, in this case, is willing to pay more than the employee’s minimum requirements, so this situation has a good chance of being satisfactorily resolved. With a negative bargaining range, though, one or both of the parties must change their resistance point(s) for there to be a possibility of resolution.

In a wage negotiation scenario, either the employer will offer a starting wage or raise, or an employee or job candidate will request a certain dollar amount; the first person to name a dollar amount is making the opening offer. If at least one of the parties has a BATNA – best alternative to negotiation agreements – then he or she will probably approach the discussions with more confidence, having another alternative. So, if an employer offers someone a job, but has another excellent candidate waiting in the wings, the employer has another alternative and can set a higher and/or firmer resistance point. Conversely, if an employee or job candidate has a unique set of skills that are especially needed today, that person probably has more options in the job market – perhaps even other pending offers. The quality of a negotiator’s alternatives drives his or her value by providing the power to walk away and/or set a higher and/or firmer resistance point.

Bargaining Styles

Plus, there is more than one type of bargaining style. One way to differentiate them is to divide them into distributive bargaining and integrative bargaining.

In distributive bargaining, parties’ needs and desires are in direct conflict with one another’s, with each party wanting a bigger piece of a fixed tangible such as money or time, so these negotiations are typically competitive. Parties are not concerned with a future relationship with the other person. A slang term for this type of negotiation is “playing hardball” or “one upping” someone. Strategies often include making extreme offers, such as an employer offering a very low wage or a job candidate asking for an exceptionally high one. Tactics include trying to persuade the other party to reconsider his or her resistance point because of the value being offered – in this example, the job candidate might say that a high salary was required because of his or her abilities or an employer could say that lower wages would be compensated by a great work environment.

With integrative bargaining, though, the goal is win-win collaborations that will provide a good opportunity for both parties. The employer would acknowledge the employee’s value and need for a decent wage, and negotiate accordingly, while the employee or job candidate would recognize the value of working at a particular company as well as the fact that the employer has numerous other financial commitments to fulfill. They recognize that they need one another to maximize their respective opportunities and negotiate from a place of trust and integrity, with a positive outlook that recognizes and validates the other party’s interest in the transaction.

Here’s an interesting psychological truth. Negotiators are more satisfied with final outcomes if there is a series of concessions rather than if their first offer is accepted, because they feel they could have done better.

Salary and Benefits Negotiation Tips

When negotiating at a workplace, don’t focus solely on wage or salary. Also discuss benefits offered and workplace perks – meaning the entire package. This can include, but is not limited to, health care coverage, life insurance, retirement programs, vacation time and flextime. If you’re job hunting, investigate what companies are offering. Where do you think the place you’re interviewing falls on that spectrum? What is the minimum pay level that you’re willing to accept? What is your preferred wage? What benefits are important to you?

If you want to work at a particular company, but the pay rate isn’t quite what you want, ask if you can have a salary review in, say, six months. This doesn’t mean accepting a salary that is clearly sub-par, nor does it mean that you should try to put more pressure on a potential employer who is already offering you a good deal. It is simply something to consider in relevant circumstances.

What workplace perks might be desired? Would a company cell phone help you? Better equipment or software? If so, you could consider accepting somewhat lower pay if you get more tools to do your job.

Or, if you have children, you could negotiate coming in half an hour later so that you can take them to school or schedule a lunch break that coincides with when you need to pick them up. If you bring crucial skills to the negotiating table, you’re more likely to get these concessions than if you are entry-level.

If relevant, ask about company policy if you become pregnant. How acceptable is the policy to you? How important of a negotiating point is this for you? What about if you are injured in the workplace? Educate yourself on your workplace rights before negotiations occur, as well as company policy. If you are valuable to the business, perhaps you can negotiate some additional flexibility.

Who should be the first to make an offer? Some experts believe that, if you allow the other party to provide a starting dollar figure, he or she has shown his or her hand. But, research indicates that final figures tend to be closer to the original number stated than what the other party had originally hoped.

What NOT to Do

Beware of “between”! It probably feels reasonable to ask for a certain salary range – or range for a raise. But if you do that with a current or prospective employer, you have basically tipped your hand as far as how low you would go. Using the word “between” is actually a concession!

Another risky term: “I think we’re close.” A savvy negotiator will recognize “deal fatigue” on your end and perhaps stall in the hopes you’ll concede, just to complete the deal.

For Best Results

People tend to feel more confident when negotiations focus on an area of their expertise and/or where solid evidence exists to back them up. Overall, success is achieved when you first:

  • Determine the interests of the other party
  • Embrace compromise
  • Observe the Golden Rule, treating others as you would like to be treated: fairly and reasonably, without defensiveness
  • Be prepared, both in factual information and in strategy

Keeping these suggestions in mind will help you to achieve success in all areas of life.

Anatomy of Negotiation: Talking to Corporate Consolidators

Everyone becomes involved in a negotiation at some point in their career, whether or not they initiate it. A negotiation is a process in which two or more parties attempt to resolve differing needs and interests through a series of communications. It is a fact of life, especially in business, that people have conflicts that need to be resolved through a sometimes uncomfortable discussion, but there are strategies that can help you through the process.

Why Are Negotiations Needed

An employer may want to offer someone higher wages, but needs to consider the overall profitability of a practice. Meanwhile, an employee may understand and support the need for a thriving practice, but also needs to earn a certain wage to support his or her family. Employers and employees negotiate because they each have what the other one needs, and they believe they can obtain a better outcome through the process than if they simply accept what the other party is offering.

Sometimes, negotiations occur because the status quo is no longer acceptable for one or both parties. Negotiations take finesse because, besides dealing with specific tangible points (wages, insurance benefits and workplace perks, as just three examples), emotions play a part and ongoing relationships are involved. The parties are choosing to try to resolve their different positions through discussions, rather than arguing, ending the relationship, having one person dominate the relationship or taking the dispute to another party with more authority.

Negotiation Forum

Negotiations can take place in different forums and choosing the right forum can be a critical factor in a successful negotiation. These forums are not mutually exclusive and the value of each depends upon different factors, including the location of the parties, the time available for negotiation, and each party’s comfort level with negotiating. One of the most effective methods of negotiation is the face-to-face negotiation. This is particularly true if the parties are sophisticated and experienced negotiators. The advantages of negotiating face-to-face include that the parties can devote all or most of their attention to the negotiation without distraction; being in the same room increases the urgency to achieve a resolution, and savvy negotiators can read the body language and facial expressions of the other party, which is very useful in negotiation. A face-to-face negotiation is often not possible if the parties are in different jurisdictions or cannot commit a block of time to negotiations.

If the parties are unable or unwilling to meet face-to-face, negotiation can be done by telephone, email or text. In this day and age of increasing technology, this is how most negotiations take place today. As a side note, video conferencing can have many of the same benefits of face-to-face negotiation if the parties are in different locations. One downside of these non-face-to-face negotiations, especially email or text, is that it is often difficult to explain fully a party’s position on an issue with these methods, which can lead to misunderstanding and distrust, two characteristics that can be poisonous to negotiations. It can also take longer to complete negotiations as the parties can respond at their own pace to emails and texts. A savvy, sophisticated negotiator can use these delays to their advantage by preying on the insecurity and anxiousness of an inexperienced negotiator, who will often feel pressured or hurried into making a deal to avoid losing the opportunity.

Negotiation Terminology

Using the example of wages, employers and employee alike have a target point, which are the wages they would like the other party to agree to. The difference between what an employee wants to be paid and the employer wants to pay is the bargaining range. Meanwhile, the resistance point is where a party would walk away from negotiations; if too low of a wage or raise is proposed, an employee may begin job searching or a job candidate may decline an offer; the employer also has a point at which he or she will reject a wage request and end negotiations.

When the buyer (employer) has a resistance point that’s above the seller’s (employee), this situation has a positive bargaining range. The employer, in this case, is willing to pay more than the employee’s minimum requirements, so this situation has a good chance of being satisfactorily resolved. With a negative bargaining range, though, one or both of the parties must change their resistance point(s) for there to be a possibility of resolution.

In a wage negotiation scenario, either the employer will offer a starting wage or raise, or an employee or job candidate will request a certain dollar amount; the first person to name a dollar amount is making the opening offer. If at least one of the parties has a BATNA – best alternative to negotiation agreements – then he or she will probably approach the discussions with more confidence, having another alternative. So, if an employer offers someone a job, but has another excellent candidate waiting in the wings, the employer has another alternative and can set a higher and/or firmer resistance point. Conversely, if an employee or job candidate has a unique set of skills that are needed in today’s practices, that person probably has more options in the job market – perhaps even other pending offers. The quality of a negotiator’s alternatives drives his or her value by providing the power to walk away and/or set a higher and/or firmer resistance point.

Bargaining Styles

There is more than one type of bargaining style. One way to differentiate them is to divide them into distributive bargaining and integrative bargaining.

In distributive bargaining, parties’ needs and desires are in direct conflict with one another’s, with each party wanting a bigger piece of a fixed tangible such as money or time, so these negotiations are typically competitive. Parties are not concerned with a future relationship with the other person. A slang term for this type of negotiation is “playing hardball” or “one upping” someone. Strategies often include making extreme offers, such as an employer offering a very low wage or a job candidate asking for an exceptionally high one. Tactics include trying to persuade the other party to reconsider his or her resistance point because of the value being offered – in this example, the job candidate might say that a high salary was required because of his or her abilities or an employer could say that lower wages would be compensated by a great work environment.

With integrative bargaining, though, the goal is win-win collaborations that will provide a good opportunity for both parties. The employer would acknowledge the employee’s value and need for a decent wage, and negotiate accordingly, while the employee or job candidate would recognize the value of working at a particular practice as well as the fact that the employer has numerous other financial commitments to fulfill. They recognize that they need one another to maximize their respective opportunities and negotiate from a place of trust and integrity, with a positive outlook that recognizes and validates the other party’s interest in the transaction.

Here’s an interesting psychological truth. Negotiators are more satisfied with final outcomes if there is a series of concessions, rather than if their first offer is accepted; that’s because, in the latter, they feel they could have done better.

Negotiation Styles

To successfully negotiate, it’s crucial to clearly define the issues involved, and to prepare for the negotiations. Each party should be clear about his or her target point, opening offer, resistance point and BATNAs.

Multiple negotiation styles exist, each on the spectrum of assertiveness and cooperativeness. Here are summaries of common styles:

  • Competing (high in assertiveness, low in cooperativeness): these negotiators are self-confident and assertive, focusing on results and the bottom line; they tend to impose their views on others
  • Avoiding (low in assertiveness and cooperativeness): these negotiators are passive and avoid conflict whenever possible; they try to remove themselves from negotiations or pass the responsibility to someone else without an honest attempt to resolve the situation
  • Collaborating (high in assertiveness and cooperativeness): these negotiators use open and honest communication, searching for creative solutions that work well for both parties, even if the solution is new; this negotiator often offers multiple recommendations for the other party to consider
  • Accommodating (low in assertiveness, high in cooperativeness): these negotiators focus on downplaying conflicts and smoothing over differences to maintain relationships; they are most concerned with satisfying the other party
  • Compromising (moderate in assertiveness and cooperativeness): these negotiators search for common ground and are willing to meet the other party in the middle; they are usually willing to give and take and find moderate satisfaction acceptable

As long as both parties are committed to the business relationship and believe there is value in coming to an agreement, negotiations can typically proceed. If one or both parties, though, are unreasonable, uninformed or stubborn – or listening to advisors with those characteristics – negotiations can fall through. Other challenges exist when one party doesn’t necessarily need the deal, isn’t in a hurry or knows that the other party is without other options and/or in a time crunch.

Negotiation Fears

You may dread negotiation. If so, you’re not alone. Common reasons for this include:

You have not yet solidified your position: in this case, more preparation is clearly needed.

Fear of looking stupid: nobody likes looking foolish, so some people will avoid negotiations altogether rather than taking the risk of not negotiating well.

Liking people and wanting to make them happy (but perhaps not being able to give them what they want!)/not wanting to affect someone else in a negative way: if you are interviewing for a promotion at a practice, say, and you really like the practice manager, you may worry that negotiations will upset the manager or put her in a difficult position.

Fear of failure: some people would prefer to not negotiate at all, rather than making an unsuccessful attempt.

Feeling uncomfortable with money: some people were taught that it wasn’t polite to talk about money!

Some people have an aversion to conflict, overall, and so they avoid the potential of it by not negotiating. Yet, others feel vulnerable when negotiating. People tend to feel more confident during negotiations when it focuses on an area of their expertise and/or where solid evidence exists to back up the negotiations.

Women in particular are reluctant to negotiate, with only 7 percent doing so. They suffer the costs associated with not negotiating because they tend to have lower expectations, fear being considered a “bitch” and being penalized for negotiating. As a solution, women can consider framing their wants into the value that they will bring to the other party, and share how they can solve the underlying problem of the other party.

Areas where negotiating may not feel as intimidating include:

  • Negotiations for resources, whether it’s asking for more equipment or for a practice to hire more people
  • Negotiations about how to use resources; with a common purpose, solutions can be reverse engineered fairly easily
  • Negotiations where you have expertise
  • Negotiations with big companies where nothing is personal
  • Negotiations where you have evidence to support your position, including facts, data and logical reasoning

Salary and Benefits Negotiation Tips

Even though the examples given so far have focused on monetary compensation, when negotiating, don’t focus solely on wage or salary. Also discuss benefits offered and workplace perks – meaning the entire package. This can include, but is not limited to, health care coverage, life insurance, retirement programs, vacation time and flextime. If you’re job hunting, investigate what companies are offering. Where do you think the place you’re interviewing falls on that spectrum? What is the minimum pay level that you’re willing to accept? What is your preferred wage? What benefits are important to you?

If you want to work at a particular practice, but the pay rate isn’t quite what you want, ask if you can have a salary review in, say, six months. This doesn’t mean accepting a salary that is clearly sub-par, nor does it mean that you should try to put more pressure on a potential employer who is already offering you a good deal. It is simply something to consider in relevant circumstances.

What workplace perks might be desired? Would a company cell phone help you? Better equipment or software? If so, you could consider accepting somewhat lower pay if you get more tools to do your job.

Although telecommuting is seldom an option for veterinary staff, outside of perhaps financial or other purely admin functions, you could negotiate coming in half an hour later so that you can take your children to school or schedule a lunch break that coincides with when you need to pick them up. If you bring crucial skills to the negotiating table, you’re more likely to get these concessions than if you are entry-level.

If relevant, ask about practice policy if you become pregnant. How acceptable is the policy to you? How important of a negotiating point is this for you? What about if you are injured in the workplace? Educate yourself on your workplace rights before negotiations occur, as well as company policy. If you are valuable to the practice, perhaps you can negotiate some additional flexibility.

Who should be the first to make an offer? Some experts believe that, if you allow the other party to provide a starting dollar figure, he or she has shown his or her hand. But, research indicates that final figures tend to be closer to the original number stated than what the other party had originally hoped.

Negotiating with Corporate Consolidators

Your negotiations today are likely to be with a representative of a corporate consolidator. These individuals typically have business background, training and experience, often in banking or private equity. They are sophisticated negotiators. Be aware of the psychology involved in these types of negotiations, as these negotiators will tell you what you want to hear to gain your trust and confidence, and then will provide you with a written agreement that is vague and broadly written. This will work to their advantage as corporate consolidators have “deep pockets,” with experienced and tenacious lawyers on their side who are not averse to litigation. This alone can act as a deterrent to someone with fewer resources and less time to fight back. If you ask for more specificity in the agreement, they will say, “Trust me, things will be as I said.” They also may use pressure, either subtly or overtly, to get you to agree to their terms. For example, they will say that, if you do not sign this contract by a certain date, we will pull the offer and go with another candidate we are considering.

As mentioned above, a key element of an employment agreement that must be negotiated carefully is the restrictive covenant. This is even more critical when a corporate consolidator is the employer. In these instances, the covenant is typically broader and even more restrictive. One way this is done that is often not readily apparent on its face is in the definition of the location of the facility for the measurement of the geographical scope of the covenant and the definition of employer with whom you cannot compete or solicit employees, clients or referral sources. Since the corporate consolidators often have multiple locations in a geographical area, they try to measure the geographical scope from all of these locations, even though you may not be working at all of them. This can broaden the restriction greatly. Similarly, the definition of “employer” often includes the specific practice at which you will be working as well as the parent company, affiliates and subsidiaries of such practice. This is particularly troublesome with non-solicitation covenants, as you may not know the clients, employees and referral sources of all of these companies and thus could inadvertently violate the non-solicitation covenant. These tactics require careful negotiation on your part to limit the restrictions to the location where you will be working at and to your employer only.

Employment with corporate consolidators may seem attractive because of the many benefits they can offer. However, often these benefits are illusory. The employment agreement will typically provide that the employer can change any of these benefits at its sole discretion at any time. When negotiating this provision, the employer’s ability to change benefits should be limited to those provided to all employees, such as health insurance or retirement plans, and not to individually-negotiated perks such as paid time off, signing bonuses or payment of membership dues and licenses.

Although entering into an employment agreement with a corporate consolidator may give you the peace of mind that you have a secure and stable job, the reality is often different. Most employment agreements with these employers are for “at will” employment, meaning that the employer may terminate your employment at any time for no reason or advanced notice. Furthermore, while you may have limited job security in this scenario, you are even more at risk because you would be subject to the restrictive covenants upon termination. Attention should be paid to trying to limit the term of the restrictive covenant to the term of employment if less than one or two years. You could also try to negotiate that the restrictive covenant does not apply if you are terminated without cause. This may be difficult to achieve. You also want to negotiate a reciprocal termination right so that you are able to leave your employment without penalty upon notice to your employer.

For Best Results

Success is achieved when you first:

  • Determine the interests of the other party.
  • Embrace compromise.
  • Observe the Golden Rule, treating others as you would like to be treated: fairly and reasonably, without defensiveness.
  • Be prepared, both in factual information and in strategy.

Terms to avoid using during negotiations:

  • “Between” – giving a range tells them how low you would go.
  • “I think we’re close” – a savvy negotiator will recognize “deal fatigue” on your end and stall in the hopes that you’ll concede.

Following these guidelines will empower you to successfully negotiate for yourself with finesse. This will help you to resolve differences with whomever you are dealing with down the road, in all areas of your life.

Non-Compete, Non-Solicitation, and Non-Disclosure: What are they and do we need them?

Congratulations! You have a thriving practice and have hired your first associate veterinarian who will not only share the workload but help build up your caseload and the practice’s goodwill. This hopefully will translate into more free time and higher profits!! Your new associate immediately embraces the culture of your practice and everyone upon meeting her instantly loves her. Life couldn’t be better.

The associate, with your blessings of course, begins to build her own clientele within your practice. Over the course of her 3 years of employment, she builds a very large following of loyal pet owners. A win-win situation for all, right? Wrong, think again! Your young protégé decides not to renew her employment contract. She in fact decides to branch out on her own and open up a mobile veterinary practice in the very same town as your hospital. Why not work for herself, control her own work schedule and make more money? Sadly, you watch that very large client segment of your practice, you have handsomely paid her to build, walk right out the front doors of your hospital and into her mobile small animal practice.

You may not be able to prevent an associate from leaving your practice and working for another practice or starting her own, but there are preventative measures you can implement to protect your clientele and goodwill from being unfairly poached by your former associate. This is where the importance of non-compete, non-solicitation and non-disclosure and agreements come into play.

What is a non-compete, non-solicitation and non-disclosure agreement?

When creating an employment contract for a new associate, you want to make sure you protect your investment in the event things do not work out and your employee decides to stay and practice in “your” neighborhood. One of the many ways in which you can do this is by having an attorney include within the employment contract several “restrictive covenants”, provisions that contractually prohibit an employee from engaging in certain forms of unfair competitive conduct that are harmful to your business.

These restrictive covenants come in three general types; Non-Compete, Non-Solicitation and Nondisclosure (Confidentiality) Agreements.

1. Non-Compete agreements are generally found in employment contracts of key personnel, which generally, includes, veterinary associates, partners, and management staff. This restriction places formal limitations on such individuals from providing competitive services similar to those offered by their prior employer. For example, equine practice employers can prohibit former employees from competing in equine practice, but not small animal practice, since small animal veterinary medicine is not competitive with an equine practice. This limitation must be limited to business’s client list or the employer’s trade area (meaning the geographic area from where approximately 85% of the clientele come from).

2. Non-solicitation clauses restrict former employees from soliciting clients or other employees away from a practice. Solicitation is a broad concept and can include, direct mailings to a specific list of clients (printed out from the prior employer’s computer program) or general forms of advertisement such as listings in newspapers or periodicals distributed within the practice’s client trade area or enticing employees to leave the current practice and work with the former employee at the new practice.

3. Non-disclosure (or confidentiality) covenants prevent the use or disclosure of confidential information, such as client lists, fee schedules, marketing strategies, financials, and other forms of proprietary information, which have been available to employees during their employment.

Together these covenants protect the employer’s investment in building and developing the practice, its clientele, reputation, staff, and services. The “practice’s goodwill” is the key ingredient to determining a practice’s value and its ability to generate income from future growth and profitability. These covenants when applied in conjunction with the policies and procedures in the practice’s employee manual go a long way to protect client relationships and the tremendous efforts expended in fostering them.

Another important preventative measure you can start implementing immediately, is ensure that your clients begin to build a relationship with all your veterinarians in your hospital as opposed to just one! Your client services representative should be trained to schedule appointments amongst all the doctors and your clients should be educated on the value of establishing a client/doctor relationship with all of your practitioners, not just their “favorite” one. This helps build the loyalty of your hospital as a whole and not be vulnerable to the loyalty following the departing associate out the door. This of course includes YOU as the owner. Make sure you know your clients and provide their pets with professional services every couple of years.

Courts will enforce these restrictions if they are deemed to be fair and reasonable and generally look at three factors to assess “fairness”: the employer’s need for protection, the hardship experienced by the employee, and the effect restraints will have upon the public. In doing so, the court evaluates the employers’ and employee’s relationship and whether each of the restraints is reasonable, in terms of the scope of the restricted activity, geographic and time limitations. Laws vary from state to state regarding enforceability of these restrictive clauses and some states, like California, do not enforce non-compete agreements in employment agreements. Therefore, it is advisable that one check with legal counsel when considering including them in employment contracts.

Think of these protections as a form of vaccination. It takes discipline and some legal advice to implement them, and while they may not be 100% effective in protecting the business from a disgruntled employee who wishes to unfairly compete against your practice, they can certainly afford you significant protection against the unfair competitive disease.