A med spa medical director agreement must establish five things: exactly which services the physician directs, a fixed fee set in advance at fair market value, the physician’s authority to stop any treatment or delegate, the state delegation documents attached by name, and an exit plan for patients, prescriptions and records.
Below is what each clause has to do and why. It is not sample contract language, because the wording depends on your state, menu and staffing. Have healthcare counsel licensed in your state review the agreement before anyone signs it.
Compensation is the clause regulators read first
Pay a fixed fee, set before the term starts, sized to the hours the defined services take. No percentage of revenue, no per-patient amount, no volume bonus.
New York makes it professional misconduct to permit anyone outside a listed group to “share in the fees for professional services” (Educ. Law 6530(19)), and separately bars any fee “to or from a third party for the referral of a patient” (6530(18)). Florida disciplines a physician for “engaging in any split-fee arrangement in any form whatsoever” for referred patients (Fla. Stat. 458.331(1)(i)). Our state-by-state fee-splitting breakdown covers the rest.
If any patient on your menu is paid for by Medicare, Medicaid or another federal health care program, the federal anti-kickback statute, 42 U.S.C. 1320a-7b(b), applies as well, and an independent contractor director sits outside its employee exception. The personal services safe harbor at 42 CFR 1001.952(d)(1) is the drafting map. As of October 2026 it asks for six things: a written agreement signed by the parties; coverage of all services the physician provides, with those services specified; a term of at least one year; a compensation methodology “set in advance,” consistent with fair market value, and not determined by the volume or value of federal program referrals; services that do not promote unlawful activity; and services that do not exceed what is reasonably necessary for a commercially reasonable purpose. Build to it even for a cash-pay menu.
The checklist
| Clause | What it must establish | Why |
|---|---|---|
| Parties and capacity | The physician signs as an independent contractor or employee, with the entity that actually practices medicine | Decides which exceptions and safe harbors are even available |
| Services, by name | The treatments on your menu, listed, plus every location | Oversight is service-specific; a category such as “aesthetics” cannot be supervised |
| Protocols | The physician writes or approves each protocol and standing order, with a stated review cycle | Protocols are the substance of the role |
| Chart review | Frequency, sample method, and how the review itself is documented | An undocumented review is indistinguishable from none |
| Good faith exams | Who performs them, and that a declined patient stays declined | Sales pressure targets this step first |
| Adverse events | Escalation path, who answers after hours, post-event review | The evening complication is the test of the agreement |
| Availability | What “reachable” means, by hour and by response time | Vague availability reads as absence |
| Stop authority | The physician may decline any patient, suspend any service, restrict any delegate, and reject any product | Without it, the physician answers for decisions they cannot change |
| Delegation documents | Each state-required protocol or agreement, attached and identified | The contract and the filings must say the same thing |
| Compensation | Fixed fee, set in advance, at fair market value, with a written services schedule | 6530(19), 458.331(1)(i), 1001.952(d)(1)(iv) |
| Term and termination | At least one year; notice long enough to transition; cooperation duties | Safe harbor term; abandonment rules |
| Insurance and indemnity | Who carries what, for which acts, and whose policy responds first | Coverage gaps surface only after a claim is filed |
| Records | The clinical entity owns and controls patient records; access survives termination | State records-owner rules; corporate practice limits |
| Restrictive covenants | Narrow non-solicitation only, checked against state law | Some states void broad restraints outright |
Stop authority is the clause most templates leave out
A director who cannot stop a treatment is a director in name. Write it plainly: the physician may decline a patient, pause a service line, suspend a staff member’s delegated acts pending review, and refuse a drug, device or supplier, without needing the operator’s consent and without a fee penalty.
The Medical Board of California puts several of these decisions out of a lay owner’s reach. Its corporate practice guidance lists the “selection, hiring/firing (as it relates to clinical competency or proficiency)” of clinical staff, approval of medical equipment and supplies, and control of patient records, and says those decisions “cannot be delegated to an unlicensed person, including (for example) management service organizations.” New York independently treats delegating to someone the physician “knows or has reason to know” is not qualified as misconduct (6530(25)). Exposure and power should match. If you also run an MSO, read this clause next to the management services agreement, because the two documents must not contradict each other.
Every delegation document belongs in the agreement as an exhibit
Most states require a separate instrument for the people working under the director. List each as an exhibit. Texas requires a prescriptive authority agreement that is “in writing and signed and dated,” names the parties, describes a quality assurance and improvement plan, and is reviewed at least annually (Tex. Occ. Code 157.0512). Texas also requires the delegating physician’s name and Texas license number posted in each public area and treatment room (22 TAC 169.28). Pennsylvania’s CRNP collaborative agreement must name at least one substitute physician, state the professional liability coverage for the CRNP, and be filed with the Bureau of Professional and Occupational Affairs (49 Pa. Code 21.285).
In Florida, a clinic holding an AHCA license must appoint a medical director who agrees “in writing to accept legal responsibility” for listed activities, including serving as clinic records owner and conducting systematic reviews of clinic billings (Fla. Stat. 400.9935(1)). That acceptance belongs with the agreement; the Florida medical director agreement post covers the rest.
Termination has to protect patients first
New York treats abandoning a patient in need of immediate care “without making reasonable arrangements for the continuation of such care,” or leaving a clinic “without reasonable notice” under circumstances that seriously impair care, as misconduct (6530(30)). Set a notice period long enough to engage and paper a successor. Require the departing physician to cooperate with the handover, stay reachable until the successor’s filings are complete, and transfer open charts and adverse-event files. Name who notifies the pharmacy and lab, and who takes over prescriptions written under the departing physician’s name. The order of operations is in how to replace a medical director without shutting down.
Insurance, records and covenants close the gaps
Insurance: state whose malpractice policy covers the director’s acts, whether the entity carries its own coverage for staff, and who buys tail coverage at exit. Mutual indemnity is common, and you should ask your carrier in writing whether a contractual indemnity is covered at all. The malpractice coverage post explains claims-made versus occurrence.
Records: the clinical entity owns them and controls their content, and the physician keeps access after termination to defend a claim or answer a board.
Non-solicitation: keep it narrow and check it locally. California voids “every contract by which anyone is restrained from engaging in a lawful profession” to that extent (Bus. & Prof. Code 16600(a)), and other states have their own limits.
What this means for you
Mark each checklist row in your current agreement as present, missing or wrong. Fix compensation, stop authority and termination first, because those decide outcomes when something goes wrong. Attach every state delegation document as a named exhibit and confirm the filings match. Then have healthcare counsel in your state review the result. MDside works on fixed fees with working directors who write the protocols and hold stop authority in writing; see how that fits your med spa.
Related reading
Frequently asked questions
Is there a medical director agreement template for a med spa?
Generic templates exist, but most cover title, fee and signature and miss the clauses that matter: named services, stop authority, attached delegation documents and a transition plan. State rules differ on delegation, fee splitting and restrictive covenants, so a template from another state can be wrong on its face. Use a checklist, then have healthcare counsel in your state draft.
Can a med spa pay its medical director a percentage of revenue?
In many states that is risky or prohibited. New York bars sharing professional fees outside a listed group under Education Law 6530(19), and Florida disciplines split-fee arrangements for referred patients under 458.331(1)(i). Where federal program patients are involved, the anti-kickback safe harbor requires compensation set in advance at fair market value and not tied to referral volume.
Should a medical director be an independent contractor or an employee?
Either can work, and the choice changes the analysis. The federal anti-kickback statute exempts bona fide employee pay, while an independent contractor arrangement looks to the personal services safe harbor, which requires a signed written agreement, a term of at least one year and fair market value compensation set in advance. Corporate practice rules in your state may also limit who can employ the physician.
What does a Florida medical director agreement need?
If the clinic holds an AHCA license, Florida requires the medical director to agree in writing to accept legal responsibility for listed duties, including serving as clinic records owner and reviewing clinic billings, under Fla. Stat. 400.9935(1). Florida also disciplines split-fee arrangements under 458.331(1)(i), so pay a fixed fee for defined services rather than a share of revenue.
This is general information, not legal advice. Rules vary by state and change. Confirm your own facts with counsel.