Independent Contractor Agreement terminated between nutritionist & the "Company"

[Nutritionist]

Independent Contractor Agreement terminated between nutritionist & the "Company"

What is the name of your state (only U.S. law)? >>> Virginia

Until verbal and then written termination of the Independent Contractor Agreement I had with the "Company", a physical therapy practice, I was practicing nutrition in an office inside the Company's office space. An unfortunate series of misaligned interpretations of our working relationship led to the contract termination, and now the Company is demanding that I “return” the clinical notes I generated for all clients that were referred to me by the Company within 24 hours. The Company references section 6 of our contract which states, "Within 24 hours of the termination of this Agreement for any reason, the Contractor agrees to return to the Company all property and documents relating to the Company's business obtained by Contractor during and in connection with Services."

My first question is concerning whether these “documents” mentioned above pertain to these medical records. Having no legal background, it is my understanding that when a Company client is referred to me, nutritionist and owner of my own LLC, that the client becomes also a client of mine. My clinical notes are generated in my own electronic medical record system (EMR), paid for and maintained by my company.

My intentions aren’t to keep these records from my clients’ other providers, such as their physical therapists. However, I’m certain that nutritionist notes aren’t needed for their continued physical therapy care. I believe the Company’s intention in getting these records is to keep my clients from continuing in my care. I should mention that it is outlined in the Contract that I cannot accept business from any of their patients for one year after termination. However, I’m concerned about two medically-related issues. First of all, I’m not sure that I can send the Company these records without client request or consent to comply with HIPAA regulations. Secondly, the Company is a physical therapy group, and I don’t believe they’ve secured another nutritionist to provide continuity of care. If they have, I would want to ensure that the nutrition provider is qualified to provide Medical Nutrition Therapy, which is the Service my clients receive. An unqualified health coach or a vitamin sales person would not be able to continue the care I’ve provided. Also, it's important to note that most of my clients have paid for future visits with me.

The Company has demanded that I not contact my clients in any way. I fear that leaves me at risk of committing Patient Abandonment, although I’m not sure if such abandonment only applies to physicians and no other healthcare providers. This also leads me to question my right to notify my clients of my departure from the Company's office suites and inform them of how they can contact me if they choose. Is it within a patient/client’s right to choose to stay in my care even given the stipulations in the contract? The contract states that "The Contractor shall not directly or indirectly, during the Term of this Agreement and the one year post-termination period: (i) call upon, solicit or accept business (either directly or indirectly) with respect to any account or patient or prospective patient of the Company; (ii) make any public statements or announcements or permit anyone to make any public statements or announcements concerning the termination of this Agreement..." Contacting my clients directly about my disassociation with the Company is not calling upon, soliciting or accepting business, nor is it a public statement. Am I correct in my interpretation?

Above all else, I am concerned about my clients, some of whom are in the thick of their nutrition care plans. I cannot responsibly “move on” until I know that a qualified nutritionist can take over these cases.

 

[justalayman]

It sounds like you must provide all records to the employer. I didn’t see where it deprives you of a copy of those records and it’s likely it would be wise to retain copies.

It does appear you are not allowed to continue to provide services to any clients you dealt with while under the contract.

Above all else, I am concerned about my clients, some of whom are in the thick of their nutrition care plans. I cannot responsibly “move on” until I know that a qualified nutritionist can take over these cases.

If my interpretation holds true, it’s not your call


For a dependable answer you need to take your ENTIRE contract to an attorney who read the entire contract and provide you an opinion.

 

[adjusterjack]

Above all else, I am concerned about my clients, some of whom are in the thick of their nutrition care plans. I cannot responsibly “move on” until I know that a qualified nutritionist can take over these cases.

I agree with the other response. You need to have an attorney on this. You are on very dangerous ground when dealing with anything concerning patient care.

By the way, do you have professional liability insurance?

 

[ecmst12]

If you are a registered dietician, than your professional license will outline the duties you have to your patients. If you are an unlicensed "nutritionist", then you have no duties.

 

[xylene]

Another take:

Your were mis-categorized as a contractor and were in fact an employee.

You did not own the relationship with your clients.

 

[quincy]

Based on what you have said, your contract was with the company and not with the individual clients. Without the company, you would not have had the patients you were seeing.

The client list and the client information, therefore, would belong to the company and not to you.

I agree with the previous posters who have advised you take your contract to an attorney in your area for a personal review of all of its terms. There appear to be noncompete, non-solicitation, and trade secret clauses in the contract that you agreed to when you were hired.