AHF Podcast
AHF Podcast
Cut for time: Surgeons and Contracts (with Joel Matta, MD)
Navigating Surgeon-Industry Contracts with Dr. Joel Matta | AHF Podcast
In this episode of the AHF Podcast, host Joe Schwab sits down with Dr. Joel Matta to discuss the critical aspects of surgeon-industry contracts. Drawing from his extensive experience, Dr. Matta provides valuable insights on indemnity clauses, intellectual property, and the importance of legal counsel. He also shares tips for young surgeons on protecting their interests while collaborating with industry. Tune in to learn more about how to maintain a mutually beneficial relationship between surgeons and industry without compromising your legal and financial well-being.
Hello everyone and welcome to the AHF Podcast. I'm. I'm your host, Joe Schwab. My guest today needs almost no introduction. Dr. Joel Matta is joining me from Colorado to help kick off a new series in the podcast. Lorne Michaels, the legendary producer of Saturday Night Live, has had the unenviable task for almost 50 years of deciding what sketches get aired and what sketches don't. And so many sketches are used at the show's rehearsal, that Michaels often makes decisions at the last minute. Before the live show begins, sketches that are cut for time are often not seen by the main audience, but so many of them had such good material that Michael's even created a whole separate television series around them. It ran from 2013 to 2019. While the same thing can happen when putting together a meeting program for one reason or another, talks may end up getting cut for time. But thanks to the new AHF podcast. Cut for time series. That doesn't mean they don't get their own opportunity to be heard among as many passions. Joel Matta feels strongly about the relationship between surgeons and industry, and an important part of that relationship is the contract. Dr. Matta has as much or more contract experience as any surgeon innovator out there, and today he's here to share his thoughts about the contracting process with us. Joel, welcome to the AHF Podcast.
Joel Matta:Joe. And thanks for organizing this. Kind of the point of view I'm bringing about is that, uh, I'm in favor of the, uh, individual surgeons maintaining their legal right and the con contracting and, uh, not getting yourself into problems. So, um, right now I'm at Steadman Clinic, so contracting with industry important considerations. This is just a, uh. Not unusual image about a contract with. Here are the contracts sitting on the trigger for a mouse trap ready to ensnare the victim. So, uh, just as you, uh, go through this process of contract, it can be with industry, with other entities. I just wanted to point out a few. Simple principles that I'd like to follow, and I'm not an attorney. If you come to HF this year, as I'll mention, you will have a chance to talk to my attorney, free of charge. Theresa Ford will be at the meeting. She's gonna have her own desk that I'm gonna sponsor just for your information to get to, uh, talk about these issues. So some of the.
Joseph M. Schwab:talking with surgeons, she'll be, she'll have the ability to talk with surgeons about contracting questions and things.
Joel Matta:Absolutely. Yeah. So you can already see that. Maybe I'm not good to talk about this'cause I can't even spell contract, but, um, at the top of the page. But, uh, some of the things that you didn't get in a contract are consulting agreement. Uh. This is a, uh, fee for service agreement basically, where you do a task for an entity, you put in a certain amount of time, you get paid on an hourly basis. There can be product development agreements. Uh, these are. Can be based on time, but they can also be based on a royalty situation. Uh, one thing that comes up is just publications. So you're gonna get, if you agree to do a book chapter for a publisher or a few even publish a paper for an academic journal, uh, you can get this contract to sign. Uh, it can be important for you to look at it. Also, sometimes just educational events and, uh, educational events that you're gonna go to. Maybe as a participant, maybe you're gonna be one of the faculty, and these can be from a cadaver lab to maybe a, uh, breakout session, uh, at a meeting, uh, where you may or may not get paid, but you may be asked to sign an agreement. So before you sign, just consider this when you get a uh, contract or an agreement from an entity. This agreement is written by the entity's attorney, and you need to make an assumption that the agreement is one sided in its intent. So. Maybe there's some benevolent entities out there, but in general, the attorneys are hired, uh, to protect the rights of the indi of the entity you're contracting with. So. This is right away. You need to be somewhat suspect of the content and take a look at it. So, uh, before you sign, rule number one I'd say is read the agreement. And I don't know how many surgeons I've talked to that, uh, for instance, there's an agreement before an educational event or we're both consultants for the same company. And I said, did you read it? No, I didn't read it. I just signed it as their standard agreement. Well, uh, there can be problems. Now the so number one rule, read the agreement. Secondly, with the agreements do not accept liability and especially when you see the word indemnity. So if you're provide, asked to provide indemnity or says you indemnify entity, uh, this is something. You shouldn't be signing. So, uh, the basic principle is you're gonna get paid a certain amount, maybe in this fee for service agreement, but consider also that the amounts you're getting paid probably isn't bigger than if you just stayed home and did your normal job. So there may not even be a net benefit. So you shouldn't have a net liability or risk by signing the agreement.
Joseph M. Schwab:Hmm. Are there, are there different ways that they use, uh, that they use the term indemnity, Joel? Or does it always indemnify the entity? Uh, or does it sometimes indemnify the surgeon.
Joel Matta:Yeah, it can indemnify the surgeon actually. I mean the, uh, uh, for instance, some, uh, product development agreements, uh, that I've been part of the, uh. Entity. Like some, one of the big entities like, um, let's say, you know, Stryker, Zimmer, uh, Zimmer Biome, or, uh, j and j MedTech, there should be clauses in the product development agreement that they're gonna indemnify you or they're gonna protect you from liability. So, for instance, with the, we all know that, um, j and j had to deal with quite a bit with the metal on metal bearing and, uh. This was, some of the designers were actually protected by the agreements, so they did indemnify'em, but you'll also see the other way where you are asked to, I was recently got one, uh uh. Product development agreement that, uh, I'm working through with my attorney, but there was clauses that I was supposed to, in some cir circumstances, indemnify the company, but you shouldn't be doing that. I mean, especially just picture this, you've got a company worth billions of dollars and you're gonna indemnify him, so you shouldn't be doing this.
Joseph M. Schwab:Do you always recommend legal counsel review contracts, or is that the way you have it done?
Joel Matta:Uh, I don't always do it. I mean, let's say, you know, I'm gonna show you a couple examples. Like, uh, you're, um, asked to do a, um. A cadaver course. I'm show you an example of a company later on with that debt where I didn't call the attorney. Lemme show you a couple examples. I didn't call the attorney. One was, uh, you know, just for this one day thing, you know, you're gonna teach people about cadavers or there's gonna be a, uh. Ask to give a lecture and they're gonna give you a temporary consulting agreement to give to the lecture. It's not gonna be worthwhile for me financially to, you know, get my attorney involved and for me to spend a lot of time. But still, you need to look at the agreement. And, uh, one option too that I've seen in situations like that is just as if you have, um. Onerous language, I just cross out the section and initial it and then sign the agreement, which they may or may not accept that, but. Uh, I'll talk a little more the the next point. So I'm just kind of launching in here. I'm gonna talk a little more about indemnity, these IP things as we go on. But, um, one question you have to ask yourself, do you wanna give away ip? It's not necessarily wrong to give away, this is your choice. You see, uh, you know, maybe you're giving away some ideas that could produce future income. The main rule I'm saying is don't accept liability or a liability or indemnity. But, um, many of the consulting agreements, particularly with the, uh, uh, big implant companies already made, they're gonna have clauses that. You working for them, uh, means that they appropriate the IP that you disclose during the time of the consulting agreement now another
Joseph M. Schwab:the, is the intellectual property, correct? That's what IP
Joel Matta:Correct. Yeah, that's what I'm talking about. We should define that. Intellectual properties. So one of the ways I look at, for instance, the intellectual property, uh. The fee for service or consulting agreement is that when they're paying me for an hour of my time, they got me for an hour of my time. They don't get my IP too just'cause I, I worked for an hour. They already got the me hour of my time. I'd be given my time. They don't get the ip, uh, for free. Now, maybe, uh, maybe they want you to. Work. Some company wants you to work on your some product and they're gonna pay you on a fee for service basis. Maybe the product isn't gonna make much money. Maybe, maybe you're better off getting a fee for service agreement, getting paid for your hourly time than you are, let's say, getting a royalty of one half of 1% of the sales. That's just a business decision. Uh, you have to make.
Joseph M. Schwab:Yeah.
Joel Matta:But, um, you know, consider legal counsel. Read the agreement. Uh, consider legal counsel. Now, a lot of times when you get the agreement, you'll get it in an email and, uh, it'll say the email would be introduced to something like this. Uh, this is our standard agreement. Call us if you have any questions. Okay. Well, first of all, uh. I'm not gonna call them. If I don't understand the language, I'm gonna call my attorney. Okay? So, and one thing to keep in mind is that the agreement, and this sounds stupid to say, but the agreement means what the agreement says. So for instance. I've called a company, you know, that sent me the agreement and I've told them, talked to their, um, let's say marketing who sent it out. And I said, I don't really like this language in this section, this paragraph. I don't like the language. And I, they say, why don't you like it? I tell'em. They say, well, what this really means. Blah, blah. And I said, okay, if you wanna cross out what the agreement says and put in the agreement what you just told me over the phone, I'll sign it. Okay? But what you just told me over the phone isn't what the agreement says. So if you come to some legal, the BA basic thing is, you know, blah, blah. And the company, this individual told you, well the comp, this really what it means if you come to a legal dispute with them. What they told you over the phone two years previously isn't gonna mean shit. What, what means, means something is what the agreement says. So you, you have to, uh, stick to that, you know, what the agreement says, what the exact wording is. The other thing I've heard from companies too, call'em if you have any questions. They say, well. We've, we've never really enforced this clause. It's just in there just to emphasize to you how important it is to, let's say, not share IP or something. I said, well, if you, if you don't plan to enforce it, just take it out, not sign it. Okay? But you get all kinds if you follow the suggestion, you know, call us if you have any questions. You're gonna get all kinds of stuff you see. But keep in mind. The key is what does the agreement say, and if you don't understand the language, uh, talk to your attorney about it. You see
Joseph M. Schwab:Yeah.
Joel Matta:you're not gonna get the information from the company. That's correct. Now I wanna just explain what indemnity means as we're going back to, uh, that. So when you agree to agree to indemnify an individual or identify indemnify a company or an entity, you are agreeing to act like an insurance company and your. Typically the way it's written, you're an insurance company that provides unlimited financial protection to the entity if such and such circumstances occur. And this circumstances that you'll see far, and I'll show you a couple contract examples later, but the, uh, circumstances may be. Very ill-defined by the contract, and they may be quite inclusive, you see? So what do I do when I'm asked to provide indemnity? Uh, when I get a contract? Well, one of the, uh, initial responses I'll often make is say if I sign the agreement, uh, with the indemnity clauses, I'm signing under false pretenses. Why is that? Because I'm pretending to be an insurance company with unlimited financial resources. Okay, well, I'm not, okay, so you're asking me to indemnify you. I even if I wanna indemnify you, I can't. So I can't sign the agreement'cause I'm pretending to indemnify you and I've no financial capability to do it. Okay? Now the other thing I'll tell the uh, companies, I said, look. If you wanna get an indemnity insurance policy to cover these occurrences, there's no insurance company in the world, including Lloyd's of London, which will provide an unlimited indemnity policy. Okay? You can't get this anywhere. Okay? You're asking me to give it to you and you can't get it from the biggest insurance company in the world, you know? So the hold, uh, it's actually kind of stupid, really. It's just. You know, you're, you're signing something under false pretenses saying you can do something. You can't, you're pretending to do something. They can't get indemnity from anybody else. So even though you're an individual and you think, well, who am I? I am nobody. And, uh, this is one cause that I've found, you can probably, in most cases, get'em to drop the indemnity clause just because of these reasons you see.
Joseph M. Schwab:Is this, um, I'm curious, Joel, is this an abundance of caution on your part, or have you seen situations where companies have enforced these indemnity clauses on surgeons that you're aware of?
Joel Matta:I'm not aware of a specific case, but you know, it's things like this. This is the kind of thing that they'll say, uh, you know, we've never done this. We don't plan to do it. Well then throw it out. You know, it's a little more than caution and, uh, I'll show you one, one agreement later on. That's a little more than caution. You know, I think that attorneys like clauses like this because it opens the door for more situations. They can sue people in or more situations, they can create illegal action. You see?
Joseph M. Schwab:The attorney representing the entity you're saying, or
Joel Matta:yeah. The attorney representing the entity. Yeah. And so
Joseph M. Schwab:Yeah.
Joel Matta:the final thing that I just say should ask yourself what you're basic is, why should I risk my entire net worth? This is basically what you're doing. You're getting paid$500 for an hour of your time, and you're risking your entire net worth.
Joseph M. Schwab:A lot of especially, um, independent practitioners, uh, will have created companies around their practice. And, and while that. That company, uh, obviously can have significant assets, um, and significant liabilities, um, to a certain extent. Aren't some of those created to protect the, the individual's net worth? And does that help in these situations or not so much? I.
Joel Matta:Yeah, I don't know all the legal parts of that, but I, I think it is correct that if you have your company, your entity around that can, uh, you know, specifically one form of a company. It's called an LLC, uh, limited Liability Company. So. Part of those are established, so you're not, uh, the company is taking the risk, not the individual that, uh, owns the assets or, uh, manages the company, you see. But, um, but this is, uh. Uh, something that comes up, I see it again and again in agreements is the, uh, indemnity clause. Like for instance, uh, here in Vail, Colorado, we a lot of times hire people to plow driveways and during the wintertime, which most of us do in our neighborhood. I got the, uh, agreement from the guy, small businessman in plows the driveway. Well, basically it had these indemnity clauses and if you took the meaning of the contract he sent is that if he was driving the couple miles on the road up the hill to my property and ran, ran over somebody and killed them, I would be responsible. Because, uh, the, uh, he was on the way to do the job at my house, you see? And so I'm just saying this, these clauses like this are not, they're not just in the contracting here, but you can find it in a lot of little things like this that, uh, you know, I don't wanna, I'm gonna pay you to plow, plow the driveway. You know, you, you gotta be responsible for your, any damage you create. You know, I'm away here during the driveway or something, but it's, it's kind of, uh, I think one thing going on in our society, and I, I can see it happening to physicians a lot. I, I call, call the game pass the liability. You see where you're trying to pass the liability onto somebody else. The, uh. Uh, it was a while back, uh, a a OS had, uh, instructional course faculty lecture. I haven't been on it for a few years. I'm not sure what the current agreement says, but it had some language that those lecturing for at the, in the instructional course, lectures in indemnify the A A OS against lawsuits. Should the, uh, a OS get sued because you did something like copyright infringement. Okay,
Joseph M. Schwab:wow.
Joel Matta:so I threw a bomb. What I did is I, I wrote a letter to everybody on the instructional course lecture and I said, don't sign it. You know, so I figured if I could complain, nothing's gonna happen, but if I throw a wrench in the works, they're gonna fix this. I think I threw a wrench. They did. But I was barred from the faculty that year and, uh, they were really an, you know, the president was angry with me and everything, but they fixed it, you know, but it, it came out, the reason they had that clause, I. That the instructional course faculty for a OS and we're all members of a OS, keep that in mind. We are a a OS, the instructional course faculty. We had to indemnify our own entity because this was a demand put upon a a OS by the insurance company for a OS. So basically, the insurance company was requiring that the insured indemnify them. Part of the reason they did this is they have been sued over a copyright infringement thing. I didn't think somebody in their instructional course handout had made photocopies of some book chapters or something, you see? And they, they got ensued. So now they, their solution was to tell the. Faculty, the a OS members to indemnify the A A OS, you know, and that was basically to indemnify the insurance company. See? So some of these things you can imagine happening, like, uh, maybe copyright infringement or the thing I'm talking about, the guy plowing the driveway or the small companies. And I'll show you one example, I think later on too, that I was asked to sign indemnity and didn't do it. Okay. We can. So anyway, I don't think you should provide unlimited indemnity to any individual or entity you contact with. I've of these indemnity clauses, I've gotten a couple of the big companies to take'em out of their contract. Um, consulting fee for service agreements. Uh, I mentioned this a little bit, but you're paid for your time, so you wanna give up your IP for, for free. You know, and this is kind of a choice, you know, I mean, you're not incurring liability, but. You just have to decide is what they're paying you per hour, uh, you know, worthwhile that you give'em IP to help develop products Or is the IP a separate item? I like to keep the IP a separate item from time, you know, so, um. Uh, because a lot of the consulting agreements that they're built around, I mean, the reason I have the consulting agreement with the company is, is more to participate in the educational venues you see,
Joseph M. Schwab:Yeah. Yeah.
Joel Matta:so you can make a choice, try to tailor your agreement to be focused on the educational aspects you provide, not not giving free IP to the company.
Joseph M. Schwab:So if you're specifically working with a company on, uh, on, for instance, a, um, a new, uh, prosthesis, um, and there's intellectual property involved, but there's also your time involved, right? Your ideas don't come without time. Do you generally try to structure those contracts that there is, uh, compensation for both of those aspects, or if you're dealing with intellectual property, do you ignore the time component of it?
Joel Matta:Yeah, if I'm dealing with, uh, uh, ip, uh, and it's something to do with the tax laws too. You can contact, uh, you know, ask your attorney, ask your accountant even that if they, uh, let's say you're developing a new hip prosthesis and they're paying you hourly to develop the hip prosthesis, well then, uh, you've, you've already been. Paid for your ip and then the royal you receive will probably be taxable as, uh, regular income. Whereas if you just, all your time is for free and the whole transaction is a transaction of intellectual property, then you can claim it as a capital gains because, uh, you know, you traded something you already owned. For some something else. So it's actually a capital gains and the taxation of capital gains income is of course lower than, uh, taxation of regular income.
Joseph M. Schwab:So this might be a case by case basis, depending on what you're developing. Huh?
Joel Matta:Yeah. And some of the companies, uh, you can, you can kind of have it, uh, both ways in a way that if you, uh, you know, spend, you know. Days and many hours over the course of a couple years developing a product. And the company, uh, never markets a product. It can be in your contract that you are paid for your time, you know, as if it's a, uh. Fee for service agreement, you see? But if the product actually goes to market and you're gonna get a royalty on it, you may be better off, you're probably gonna be better off tax wise if you're never paid, uh, for the time you spent developing the product.
Joseph M. Schwab:Okay. Interesting. So there's ways to be flexible with those contracts.
Joel Matta:Yeah, yeah. There is. And, and some of these things are maybe cost neutral to the company, one thing I was gonna bring up too, about the, uh, fee for service agreements. A lot of'em have, when you give an educational, uh, presentation, and you should read this part of it, that, uh, some of them say that, um, the, uh, entity that you gave it for now owns all of the material. And it may even have some clauses about IP connected. The imperial material presented. It says that it, it may say it owns all the copyrights, potential copyright to the material presented. You see? So, um, I. You probably are gonna wanna reword something like that because this is something you created. I mean, you own most of it. You, you spent some time, they paid for you for the time. But you know, probably as most of us do, you're gonna resort a lot of slides. You're gonna maybe tweak it a little bit for this particular occasion, but most of it's stuff that's. Come from the knowledge that you've built up over years in orthopedics and, uh, you wanna be able to, to use it. So, uh, so anyway, if you sign a standard agreement, you may, uh, not only give up, uh. You know your time, but you might give up your ip. You might give a pre ownership of presentation materials, and worse, you might even indemnify them for use. Of the materials, like, um, so my suggestion is don't give up IP for free. And then also you can allow a non-exclusive license for the entity to use your presentation. So yes, after you talk at such and such meeting, they can use your presentation, but it's a non-exclusive license. Uh, they have to do it.
Joseph M. Schwab:Hmm.
Joel Matta:There was one, uh, some years back and I got the company to change it. I won't say the company's name, but, um, they had, uh, clauses as far as your fee for service agreement. First, any IP or ideas you disclose, they automatically own. And then it goes on further to say, if they, let's say, take your idea for a new product, and they, um. Make the product and they get sued by some entity, uh, for, uh, you know, copying something or patent infringement. You indemnify the company for loss, so stole your ip. Secondly, if they your IP and got sued for it, you have to pay all their legal costs.
Joseph M. Schwab:Oh my goodness. Oh my
Joel Matta:Yes. So there was the, the one, uh, company involved. Uh, it was some years back. It was, uh, and, um, maybe 15 years back, and I called the other consultants. I said, did you read the agreement? Do you know what it means? They said, no, I didn't read the agreement. I just signed it, you know, and, uh, so I ended up meeting with the president of the company about this, and finally it got changed. The, their initial offer was, uh. Well, your indemnity is li limited to a million dollars. And I said, well, this just shows how stupid your agreement is. You pay me 500 and I risk a million. You know, I mean, why would I? So, um, anyway, read the agreement. Okay then, uh, I was gonna just bring up a maybe to close here, uh, examples of a couple recent documents I was asked to sign. Okay.
Joseph M. Schwab:Yeah. Let's look at it.
Joel Matta:Yeah, here was a, um, I was gonna teach, so I'm a consultant for the company. I'm gonna teach at a cadaver lab, and then, um, I get a, uh. Document that I signed before the cadaver lab, and it's reasonable waiver of liability and hold harmless agreement, which means, you know, if I get stabbed by a knife or you know, somebody runs a drill it through my hand, I'm accepting the risk. Okay? But what actually happens is this, uh, agreement goes beyond waiver of liability and wholeheartedness. This says. I agree to indemnify, defend, hold, harmless. I've crossed out the company name for many claims that may arise from my participation in this course or another course. Well, this is potentially a risk. I mean, you, you are in a cadaver lab, okay? And we got sharp stuff. We got, you know, knives, we got power equipment. Is it possible for me to. Hurts somebody you know, or for them to contract the disease'cause they're on a knife or drill that through their hand. Demonstrate, of course, you know, you can't sign this. finally after getting the other faculty involved, the company deleted this clause, but they were actually also asking the participants were all being told to sign this agreement. You see, and the participants weren't even getting any financial compensation. They're there to learn, and I can see how they can release liability, but they, they shouldn't indemnify the company and. Uh, and I'm, I'm putting the name of the company here because you can find this on their website. It's public information and it says VI Labs. Agreement to teach or go work at their lab. So again, it's called a waiver and release of liability agreement. Now it says in the agreement, I agree to defend indemnify, hold ticus group harmless, free and clear, glanced to any and all demands. Claims, you know, it goes on and on and that's what I mean. These things go on and on. So this is a company that's not that big. Vitus Labs, you know, and you, you do something in their lab and hurt somebody and they sue Vitus S labs. You think Vitus slabs not gonna come after you.
Joseph M. Schwab:Interesting. So what do you think they mean by defend here? I, I'm kind of curious about that.
Joel Matta:Well, that means, uh, I interpret as a legal defense. You see,
Joseph M. Schwab:Yeah.
Joel Matta:you're gonna have to do a legal defense, you see? And so the thing that comes up is, uh, let's say, but the essence of this is too, let's say, uh, somebody at your table said, uh, you know, you. Let's say it's a spurious, stupid lawsuit. You know, like they said, the, the individual claims, well, you, uh, you know. Stressed me out. You've applied great stress that has caused me anxiety for weeks afterwards by belittling me during the lab or something. Okay, so it's a stupid suit. It isn't gonna go anywhere when you indemnify. So you're, you're indemnifying them against all claims demand. So even if it's something stupid, indemnify means you're gonna pay the legal costs.
Joseph M. Schwab:Right.
Joel Matta:They had to get their attorney involved to defend it or something, you know? So So there, there are probably some of the big companies probably not gonna go after you. I think something like size of Ticus Labs, potentially they could, you see, um, the um, uh, stuff like that going on. Okay. Now. I'll just get a, I've got one more, just example. So there was, uh. I was asked before one of the big meetings to come early. We were gonna have like a several hour session teaching anterior approach lectures on anterior approach. This was, uh, initiated by a company that wants to sell drapes for anterior approach. So my job show up, give a lecture, they're gonna give me a fee for giving a lecture. I'm not gonna endorse the drape. I'm just gonna talk about how I do an your approach, but. In order to give the lecture, I'm given a, uh, consulting agreement with, uh, indemnity provisions also, uh, that, uh, IP provisions that, uh. You know, it could extend, I'm involved in anterior approach, you know, so I mean, if I wanna develop some drape with somebody else, you know, could, this could be sticky, you know. And then also that, uh, the presentation materials they own, uh, they claim ownership. And I indemnify'em for use of my presentation materials. So this is just to give a lecture, but, uh. Anyway, I crossed out the company name. I won't go into it, but just kind of how some of the stuff reached consultants, indemnity consultants, shall indemnify, defend, hold, harmless, uh, company, and its shareholders, directors, affiliates, officers, employees, representatives, XI against all was liabilities, damages, demands, claims, suits, actions cause of cause of action, costs and expenses of any kind of a third party claim. You know, so this is this tip, pretty typical language. And then, uh, the, um, IP section, intellectual property, all ideas, inventions, discoveries, designs, prints, plans, data improvement, derivative. So if you under improve on their thing or they claim you derived, uh, this is all owned by the, uh. The entity plus you, uh, indemnify'em for using your stuff. So
Joseph M. Schwab:it's easy to see, just reading this language, why so many people would want to skip this over, right? I mean, it's just, it's so obtusely written and, and can be difficult to parse through for somebody who's not as used to it as you are.
Joel Matta:Right. Yeah. And consultants shall without further consideration, disclose all inventions promptly to assign inventions to cooperate and do all things necessary to system. You know, it's like I. I'm just gonna show up and give a talk. You know, I'm talking about Angel approach. I don't know, I don't even know what your product is. I'm not gonna sell it, you know, uh, you know, it's just, uh, it, it goes on and on. But, um, anyway, so just to kind of sum up, read the agreement, I say don't accept liability, especially, don't agree to indemnify entities. Consider ip, you know, is fee for service enough for you or. I do wanna protect your IP and of course, consider legal counsel and, uh, at our IHF 2025 meeting, appetite for disruption, which I have of course, uh, June 6th to 7 20 25. Uh, I'd say a 10 to hf. We want you to, and there you can meet and ask questions with Theresa Ford. She's my attorney for a number of years. Uh, with the contracting, look at the elements of contracting, and she's gonna be in the AHF, uh, exhibit area. She's gonna have a desk. She's gonna answer questions, uh, give information free of charge. Uh, another thing I didn't mention in the presentation is the issue of compliance, whereas his Department of Justice regulations. That, uh, government or contracting with companies, usually the big companies are pretty up on this. You don't get into trouble, but you can, I end up ident, uh, contracting with a little company that maybe isn't, uh, up on compliance and potentially get, uh. You don't wanna get in trouble with the DOJ, but that's what a client's about. And a good attorney will help you main, make sure your agreements are compliant with, uh, uh, department of Justice guidelines. Also,
Joseph M. Schwab:And Theresa, uh, who's gonna be at the AHF where does she practice out of?
Joel Matta:uh, she practices and she's now in the state of Washington. Outside Seattle. She started in Texas, down in Houston. But she has, uh, a number of clients all over the country and communicates by, uh, like you often do with attorney's email and phone. And, uh, if somebody specializes in. Physician contracting. I'm sure there's other attorneys out there too, but I mean, she's known in the industry, so if she, uh, is in discussion with, uh, somebody at the big implant companies, they know who she is and that she's knowledgeable in, in this area.
Joseph M. Schwab:you know, we do such, We have such an intersection of, of innovation, technology, industry and surgeons at the AHF meeting in general. It's gonna be fantastic to have her there as a resource.
Joel Matta:I think so. Yeah. Everybody should stop by, say hi, and if you have any questions.
Joseph M. Schwab:So Joel, it sounds like if I'm hearing you correctly, like in a lot of areas in contracting, you are your biggest advocate. Is that right? And then secondarily, you know, have somebody who can advise you if you don't know what the language means.
Joel Matta:Yes, that's correct. Yeah. I mean, you have to be an advocate. Uh, sometimes, uh, talking to Theresa, she gets a little frustrated with some of her clients because she thinks they, they give in too easily. Like they, uh, say, well, it's, they're not gonna enforce that, or, yeah, we can, I'll sign it, no problem. And, uh, the, um, it's surprising sometimes. I mean, I'm, uh, you know, better. Better known, obviously, than a lot of the young surgeons who are going to be involved in contracting. But still, you have to, don't be afraid to speak up and question things in a contract or just say, you, you can't do this. You know, like, um. Good. I would personally, I guess I'm on a little, uh, mission that I'd like to see these indemnity clauses just disappear because, uh, they're basically nonsense. You know, individuals can't indemnify these big companies and it's, um, not, uh, good for you to risk your and tire net worth over something like, uh, going to a cadaver lab to teach or learn.
Joseph M. Schwab:Yeah. Which is a, can be a, a tremendous career builder for a young surgeon. Um, I, I do think it's gotta be difficult for some young surgeons in practice who aren't, you know, don't have the reputation of a Joel Matta, like you said, um, are gonna feel some pressure to accept some of these clauses, um, that, you know, uh, in theory won't put them at risk. But like you said, what's written in the contract is what's written in the contract.
Joel Matta:Yeah, I think you're absolutely correct, Joe. And that's, uh, when I'm talking about this game, they call pass the liability. I think we're targets, you know, we're targets because acting as an individual, you know, sometimes it's difficult to say, do we really have power against, uh, some big company? You know.
Joseph M. Schwab:Yeah.
Joel Matta:And, uh, and they can just say, well, screw that guy. We'll get somebody else. So it is a, a little difficulty, but I think maybe just bringing up some of these questions and, uh, you know, companies that. You know, in the contracting process, be it a publisher, be it an implant company, be it, you know, some other, some commercial entity, if they keep hearing this again and again, you know, I, I think, I think it's can potentially disappear or change.
Joseph M. Schwab:So is there any room for just saying, as surgeons, maybe we just don't work with companies anymore, or is that something that, um, you know, doesn't do us good in the long run?
Joel Matta:I'd like to think that I've, uh. Made an important contribution to, uh, human health and wellbeing by working with companies that, uh, getting, uh, you know, beneficial products available, uh, for use in medicine, I think is one way to make a contribution to medicine. So, um, you know, I. I'm, I'm not in favor of stopping to work with companies or commercial entities. It's been, and I think it's a little bit sad in the way that, uh, sometimes, um, it's almost talked about, like, it's, it's shameful. You're making money from products or something, or it's shameful. You're working with com. This, there's kind of this little undercurrent I sense sometimes, you know, but, um, I think it's actually, I. Important function. You know, and I, I believe in capitalism and medicine. I think capitalism advances medicine. I think the for-profit aspects of it are very important in advancing innovation and products.
Joseph M. Schwab:Joel, I, I couldn't agree with you more, and I, I can't thank you enough for the time that you've shared with us and for being, um, for being the pioneer, first of all, in the anterior approach, but now being the pioneer in the AHF podcast series on cut for time, I, I couldn't think of anyone better than to give us our first talk in this series.
Joel Matta:Well, I'm still a little miffed'cause I got cut, Joe. You know, I mean.
Joseph M. Schwab:That's fair. That's fair. I can't do anything about, well, I suppose I could do something about that.
Joel Matta:I'm happy we're doing this. And I think the, uh, uh, you know, what you've been involved in we wanna do is make the, uh. AHF website, uh, educational source also. And, uh, whether or not you call this talk education, I think it certainly, uh, should get people's mind working. You know,
Joseph M. Schwab:Yeah. Well, thank you so much, Joel. I really appreciate having you on this episode of the AHF Podcast. And for our listeners out there, please take a moment to like and subscribe. You'll be helping us find more people just like you to share our content. And as a subscriber, you can always drop an idea for a topic or any feedback you'd like in the comments below. You can find the AHF podcast on Apple Podcasts, Spotify, or in any of your favorite podcast apps, as well as in video form on YouTube slash at anterior hip foundation, all one word. New podcast episodes come out on Fridays. I'm your host, Joe Schwab, asking you to keep your hips and contracts happy and healthy.
