Did You Receive a Letter of Intent from the Cleveland Clinic?

Receiving a letter of intent from the Cleveland Clinic is exciting. It may feel like the hard part is over: the interviews went well, the department wants you, and the broad terms are finally in writing.

But before you sign, be sure to understand what this letter of intent is – and what it is not.

A physician letter of intent, or LOI, is not just a congratulatory note. It is often the document that sets the framework for your employment agreement. Even if the LOI says it is “non-binding,” it may still contain terms that are difficult to renegotiate later, and some parts may be binding from the moment you sign.

For doctors, the stakes are especially high. Your offer is not just about salary. It affects your clinical schedule, call burden, productivity expectations, malpractice coverage, relocation obligations, research or teaching time, restrictive covenants, and future career mobility.

Here’s what to pay attention to before signing.

Is a Physician Letter of Intent Binding?

A letter of intent is usually a preliminary offer document, but that’s not to say it’s completely weightless. Many LOIs are partly non-binding and partly binding.

An LOI goes a long way in setting the tone for obligations and expectations in a potential future working relationship. The compensation, start date, and job title may be described as subject to a final employment agreement. But other provisions, such as confidentiality, exclusivity, repayment obligations, or a deadline to accept, may be intended to bind you immediately.

The practical issue is leverage. Once you sign the LOI, the employer may treat the key business terms as settled. That does not always mean the final contract is unchangeable, but it does mean the negotiation usually gets harder.

Before signing, ask:

• Does the LOI say it is binding or non-binding?
• Are any sections expressly binding?
• Does it require you to stop interviewing elsewhere?
• Does it commit you to repay anything if the deal does not close?
• Does it incorporate future policies, handbooks, or compensation plans by reference?

If the LOI is vague, get clarity before you sign it. Ambiguity rarely benefits the physician.

What Compensation Terms Should a Doctor Review Carefully?

Physician compensation should be reviewed as a formula, not just a headline number.

A base salary may look attractive, but the real economics depend on the full compensation structure. You need to understand how the offer works after the first year or guarantee period ends.

Pay particular attention to:

• Base salary and duration of guarantee
• Productivity compensation, including wRVU thresholds
• Quality incentives or patient satisfaction metrics
• Sign-on bonus and relocation assistance
• Student loan repayment or retention incentives
• Administrative, research, teaching, or leadership stipends
• Timing of bonus payments
• Whether bonuses are discretionary or formula-based

For productivity-based compensation, ask for the actual formula. “Eligible for productivity bonus” is not enough. You want to know the threshold, conversion factor, measurement period, collections assumptions, and what happens if your volumes are affected by staffing, scheduling, referral flow, OR access, clinic templates, payer mix, or ramp-up time.

Healthcare compensation also sits in a compliance-heavy environment. The Stark employment exception, for example, requires identifiable services, fair market value compensation, and an arrangement that is commercially reasonable even if no referrals are made; it also allows productivity bonuses based on services personally performed by the physician. The Anti-Kickback Statute separately prohibits knowingly and willfully offering, paying, soliciting, or receiving remuneration in exchange for federal healthcare program referrals or business, subject to exceptions and safe harbors.

That does not mean you need to become a healthcare compliance lawyer before signing. It does mean you should understand whether your compensation is fixed, productivity-based, discretionary, or tied to metrics that could create practical or legal risk.

What Should the LOI Say About Duties, Schedule, and Call?

For physicians, job duties are not boilerplate. They define your daily life.

A good offer should identify more than your title and specialty. It should give you enough detail to understand what you are actually being hired to do.

Questions to ask include:

• What is your clinical FTE?
• How many clinic sessions are expected per week?
• Will you have inpatient, outpatient, procedural, surgical, or consult responsibilities?
• What is the expected call schedule?
• Is call compensated separately?
• Are nights, weekends, holidays, and backup call addressed?
• Will you supervise residents, fellows, or other clinicians?
• Is research, teaching, or administrative time protected or merely aspirational?

This is especially important in academic or quasi-academic settings. If you were recruited based on research, innovation, teaching, leadership, or program-building opportunities, those expectations should be reflected in writing. A verbal promise of “protected time” is not the same thing as a contractual commitment.

What Restrictive Covenants Should Physicians Watch For?

Restrictive covenants may be the most career-shaping part of the agreement.

A physician noncompete can limit where you work after leaving. A non-solicitation clause can restrict your ability to contact patients, referral sources, staff, or colleagues. A confidentiality clause can be appropriate, but it should not be so broad that it prevents ordinary professional mobility.

Noncompetes remain an evolving area. The FTC’s Noncompete Rule is currently not in effect and is not enforceable; the FTC states that a district court stopped enforcement in August 2024, the agency appealed, and in September 2025 the FTC took steps to dismiss its Fifth Circuit appeal. That means enforceability largely depends on state law, contract wording, employer type, and public policy considerations.

For doctors, pay special attention to:

• Geographic radius
• Duration
• Covered facilities and affiliates
• Whether the restriction applies after termination without cause
• Whether there is a buyout
• Whether patient continuity is protected
• Whether academic, telehealth, research, or administrative roles are restricted

Do not assume that “everyone signs this” means it is harmless. A restrictive covenant can determine whether you can remain in the same city, continue treating patients, or accept a competing hospital position.

What About Malpractice Insurance and Tail Coverage?

Malpractice coverage is one of the most important physician contract terms, and one of the easiest to overlook in an LOI.

The offer should identify the type and amount of coverage. More importantly, it should say who pays for tail coverage if the policy is claims-made.

Tail coverage protects against claims made after employment ends for care provided during employment. Depending on specialty, premiums, and risk profile, tail coverage can be expensive. If the contract requires you to pay tail after resignation, termination for cause, or even non-renewal, that can materially change the value of the offer.

Ask:

• Is coverage occurrence-based or claims-made?
• What are the policy limits?
• Who pays premiums during employment?
• Who pays tail coverage after termination?
• Does tail responsibility change depending on why employment ends?
• Are defense costs inside or outside policy limits?

This should be resolved before signing the final employment agreement, not left to assumption.

What Repayment Obligations Should You Look For?

Many physician offers include front-loaded money: signing bonuses, relocation reimbursement, immigration expenses, loan repayment, housing assistance, or stipend support.

That money often comes with strings.

Review whether repayment is required if:

• You resign before a certain date
• You are terminated for cause
• You fail to start employment
• You lose licensure, credentials, or privileges
• You do not satisfy productivity or service period requirements

A fair repayment clause should be clear and, ideally, prorated. If you receive a $50,000 signing bonus tied to a two-year commitment and leave after 23 months, repaying the entire amount is very different from repaying one month’s worth.

What Should You Review Before Signing?

Before signing a Cleveland Clinic LOI, or any physician offer letter, review the document like it is the beginning of the contract, not the end of the process.

At minimum, confirm:

• Compensation formula
• Start date and conditions
• Clinical duties and work location
• Call coverage and schedule expectations
• Benefits and retirement eligibility
• Malpractice coverage and tail
• Restrictive covenants
• Termination rights
• Repayment obligations
• Credentialing, licensing, and board certification requirements
• Research, teaching, and administrative expectations
• Whether any terms are binding immediately

Remember: the goal is to avoid signing something at the outset that limits your ability to later negotiate the terms that actually matter.

Final Thoughts: A Strong Offer Deserves Careful Review

A letter of intent from the Cleveland Clinic can be a major professional opportunity. But the details matter.

Your offer should support not only your first year of employment, but your long-term career, compensation, mobility, patient relationships, and professional goals.

At Daniel Ross & Associates LLC, we help physicians review letters of intent, employment agreements, restrictive covenants, and compensation structures before they sign. If you received a Cleveland Clinic LOI and want a clear explanation of what it means, what can be negotiated, and what risks to avoid, schedule a consultation today and let’s talk.

Sources

1. 42 C.F.R. § 411.357, Stark Law compensation arrangement exceptions, including bona fide employment relationship requirements.
2. 42 U.S.C. § 1320a-7b, Anti-Kickback Statute provisions addressing remuneration tied to federal healthcare program referrals or business.
3. Federal Trade Commission, Noncompete Rule status, stating the rule is not in effect and not enforceable.