Don't just sign whatever the EMR vendor provides

Contract Language. By Steven M. Harris, AMNews contributor. Jan. 14, 2008.

CONTRACT LANGUAGE

A column examining the ins and outs of contract issues

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By the time a vendor presents your practice with a contract for signature, you have already invested a significant amount of time sorting through the process of acquiring an electronic medical records system.

But while you might be itching to sign a deal after 18 months to two years of talking to vendors and testing out systems, don't rush putting your name on paper. The EMR system will have a significant impact on your practice, and an ill-informed decision could bind you to undesirable terms and conditions for years to come -- or a huge financial loss when you try to dump a system that turns out not to work for your practice.

So before you sign that agreement, there is some information that you and others in your practice need to know.

In order to purchase an EMR, the vendor will require your practice to enter into a licensing agreement. The agreement will likely be the vendor's standard licensing agreement with slight modifications to fit your practice's needs.

Please keep in mind that the vendor has drafted the agreement to protect itself, not your practice. Some contracts are indeed nonnegotiable -- and you might want to stay away from the companies offering those. But many licensing agreements are negotiable. Remember, the vendor wants your business and should accommodate your practice by tailoring the agreement to your reasonable specifications.

When analyzing an EMR licensing agreement, there are four main considerations: What is the practice purchasing? What are the respective duties of the vendor and the practice? What liabilities is the vendor disclaiming? And finally, how can the practice get out of the contract?