Private Clinic Purchase and Sale Agreement

What a good one includes

• A detailed, itemized inventory of all physical assets, including medical equipment, specialized software, office furniture, and clinical inventory.
• A strict compliance protocol for the legal transfer and storage of patient medical records in accordance with health privacy laws.
• A clear breakdown of the purchase price allocation across goodwill, equipment, and real property, along with how outstanding accounts receivable will be collected.
• Geographically and temporally defined non-compete and non-solicitation clauses to protect the buyer from the seller opening a competing practice nearby.
• A structured transition assistance clause outlining the seller's commitment to stay on for a specified period to introduce the buyer to patients and staff.
• Clear provisions regarding the status of current clinical and administrative staff, outlining whether they will be terminated, rehired, or if their accrued benefits will transfer.

Common mistakes to avoid

• Failing to specify who remains legally responsible for patient charts and regulatory audits during the transition period.
• Overlooking the transferability of clinic-specific software licenses, lease agreements, and medical equipment warranties.
• Setting unrealistic or overly broad non-compete terms that are legally unenforceable in your specific healthcare jurisdiction.
• Neglecting to define how work-in-progress treatments, like ongoing multi-stage dental or therapy plans, will be financially split and completed.

Frequently asked questions