Ambulatory Surgery Center Contracts and Operating Agreements: A Surgeon-Focused Framework for Orthopaedic Practice...

Ambulatory surgery centers (ASCs) have become a dominant site of orthopaedic procedural growth in the United States, with expanding indications that now include select total joint arthroplasty. Although clinical protocols have enabled safe outpatient care, ASC performance is frequently determined by nonclinical infrastructure. Surgeon-owned ASCs function as regulated financial entities governed by operating agreements and a layered contract architecture that directly influences reimbursement integrity, fixed overhead exposure, throughput reliability, compliance risk, and long-term equity value. Operating agreements define governance authority, ownership rights, capital obligations, profit distribution, dispute resolution, and buy-sell valuation methodology. Managed care contracts establish procedure-level revenue feasibility, including implant reimbursement structure, denial and recoupment risk, audit exposure, and escalation provisions. Lease agreements represent the largest fixed liability and may determine survivability during reimbursement contraction. Equipment, purchasing, anesthesia, and staffing agreements further shape operational capacity and cost control, while revenue cycle and information technology contracts influence collections performance and cybersecurity vulnerability. This review provides a structured, surgeon-focused framework for evaluating ASC contract domains, emphasizing negotiation priorities, implementation strategy, and regulatory safeguards. A disciplined approach to ASC contracting is essential to preserve autonomy, protect margins, and sustain long-term enterprise value in an increasingly outpatient-driven orthopaedic economy.