Guide

DSO non-compete clauses: what dentists should review before signing

A DSO non-compete can affect where you practice, what services you provide, and whether you can own another office after the sale. Review the boundaries before exclusivity removes your leverage.

By Blane Jackson, DDS/MBA · Practicing dentist and multi-practice owner/operator · Updated July 2026

A DSO non-compete is not a footnote. It can determine where you work, what procedures you may perform, whether you may own another practice, and which professional relationships you can use after the sale. The exact enforceability depends on the agreement and jurisdiction, so the goal of an operator-side review is not to replace counsel. It is to identify the business restrictions that deserve counsel's attention before you sign exclusivity.

Start with the five boundaries

Read the restriction as five separate questions rather than one clause:

• Geography: Is the radius measured from the sold office, every buyer-affiliated office, or any location where you work after closing?
• Duration: Does the clock start at closing, at the end of employment, or after another event? A later start can make the practical restriction much longer than the headline term.
• Clinical scope: Does the clause cover general dentistry only, every dental service, consulting, teaching, telehealth, or non-clinical ownership?
• Ownership: Are passive investments, minority interests, real-estate ownership, or future partnerships restricted?
• People and relationships: Are patient, employee, referral-source, and vendor non-solicit terms separate from the non-compete, and do they last for different periods?

Watch how the geographic radius is defined

A radius that sounds manageable can expand through its definition. "Within X miles of the practice" is different from "within X miles of any buyer location" or "within X miles of any location at which the seller provided services." Ask for a map showing the actual restricted area under the agreement's wording. If the buyer can add locations after closing and expand the restricted territory, ask counsel to address that explicitly.

Find the real start and end dates

The stated duration is only useful if you know when it begins. A restriction measured from termination of employment can remain in force long after the practice sale. Compare the APA, employment agreement, equity documents, and any restrictive-covenant agreement together; similar language in several documents can create overlapping clocks and remedies.

Separate practicing dentistry from owning or advising

Some clauses restrict clinical work. Others also restrict managing, financing, advising, investing in, or holding an ownership interest in a competing business. That distinction matters for a seller who expects to remain active as an owner, consultant, educator, landlord, or investor. Make the intended post-close role explicit before counsel reviews the language.

Review what happens if the relationship ends early

Ask how the restriction changes if the buyer terminates you without cause, materially changes compensation, closes the location, breaches the agreement, or does not pay a deferred obligation. The business question is whether you remain restricted even when the buyer ends or changes the relationship. The legal answer belongs with counsel, but the scenario should be identified before signature.

Questions to take to transaction counsel

• What exact addresses and territories are restricted today, and can the buyer expand them later?
• When does each restrictive period begin and end across every transaction document?
• Which clinical, ownership, consulting, teaching, and investment activities are covered?
• What patient, employee, referral-source, and vendor non-solicit restrictions apply separately?
• What happens to the restrictions after termination without cause, buyer breach, nonpayment, or office closure?
• What remedies, injunction rights, fee-shifting provisions, and dispute venues apply?
• Which parts of the clause require jurisdiction-specific advice before the LOI is signed?

Use the LOI while leverage is still available

If geography, duration, clinical scope, ownership rights, or early-termination treatment matters to the transaction, summarize the agreed business boundaries in the LOI before entering exclusivity. The final drafting belongs in the definitive agreements, but postponing every restrictive-covenant issue until the APA stage shifts the negotiation to a point when competing buyers may no longer be available.

A practical review should leave you with a map, a timeline, a list of prohibited activities, and specific questions for counsel. If those four items are still unclear, the clause is not ready for signature.