Nursing or Midwifery Practice Sale Agreement

What a good one includes

• A detailed inventory list clearly distinguishing between transferred clinical equipment, office furniture, leasehold improvements, and excluded personal items.
• A legally compliant plan for the safe transfer, storage, and retention of patient charts and medical histories in accordance with state and federal privacy laws.
• Clear terms detailing the purchase price, initial deposit, payment schedules, and any earn-out provisions tied to post-sale performance.
• A clause defining the departing clinician's hands-on transition support, specifying the exact hours, duration, and duties to help retain patients.
• Reasonable non-compete and non-solicitation clauses that prevent the seller from opening a rival practice nearby while protecting their right to practice general nursing.
• Legal assurances from the seller that all medical equipment is in working order and that the practice is free from outstanding malpractice claims or audits.

Common mistakes to avoid

• Failing to specify exactly how patient consent and HIPAA-compliant data transfers will be handled can trigger severe regulatory penalties for both parties.
• Forgetting to secure the landlord's written consent for lease transfer before signing the sale agreement can leave the seller legally responsible for rent.
• Neglecting to define who owns and collects unpaid patient fees incurred prior to the closing date leads to messy financial disputes.
• Setting overly broad geographic or temporal restrictions on the seller's future work can render the entire restrictive covenant legally unenforceable.

Frequently asked questions