Optometry Practice in Ontario: Creating Independent Contractor Agreements and Avoiding Conflicts of Interest
Optometrists in Ontario are increasingly practising in diverse business settings — from independent clinics to large retail chains and multidisciplinary health centres. These evolving models create opportunities but also introduce complex compliance risks. The College of Optometrists of Ontario (COO) enforces standards to ensure that every optometrist maintains full professional independence and avoids conflicts of interest, no matter the structure of their working arrangement.
This article examines how optometrists can design and maintain compliant business relationships, particularly when practising alongside non-optometrists or corporations. It highlights key regulatory requirements under the Optometry Act, 1991 (OA) and its regulations, explains how to use independent contractor agreements to preserve professional control, and outlines practical strategies to prevent financial or ethical conflicts that could compromise patient care or lead to professional discipline.
1. Independent Contractor Agreements
The OA regulations define an “independent contractor” as an optometrist who practises optometry under an agreement with another, but who is independent and not controlled by the other or subject to the other’s right to control respecting the optometrist’s conduct in the practice of optometry.
Optometrists must have an independent contractor agreement whenever practising with or through a non-optometrist (for example, an optical retailer or corporation). This agreement ensures that the optometrist retains professional autonomy and complies with the College’s conflict-of-interest rules.
Failure to have an independent contractor agreement can result in professional discipline by the CCO. For example, in a 2018 COO disciplinary decision, an optometrist was found guilty of professional misconduct for practising optometry at an optical outlet partly owned by an optician without entering into an independent contractor agreement.
Where Independent Contractor Agreements Are Not Required
Independent contractor agreements are not required when optometrists practise:
- Independently;
- With another optometrist registered with the COO;
- With an Ontario-registered physician; or
- In a hospital, government, or university setting.
Where Independent Contractor Agreements Are Required
Optometrists must have written independent contractor agreements in nearly all non-traditional practice settings, including:
- Optical stores (even if attending only occasionally);
- Corporations that coordinate mobile eye clinics;
- Groups of optometrists or corporations owned by optometrists, where some or all of the optometrists are not licensed to practise in Ontario;
- Practices managed by an optometrist or physician who is strictly acting as a manager and not seeing patients; and
- In association with surgical centres where the optometrist is not employed by an ophthalmologist performing the surgeries.
Associate Optometrists Employed by Independent Contractor Optometrists
Where multiple optometrists practise at one optical/corporation, each optometrist must have a separate independent contractor agreement.
However, if one independent contractor optometrist employs associates, that optometrist is responsible for ensuring the associates are not controlled by the optical/corporation. If the optical/corporation interferes with the associate’s practice, the independent contractor, not the associate, will be held responsible.
An independent contractor may employ associate optometrists only if they actively practice at that location. Acting as a passive administrator or absentee figurehead does not meet the definition of “independent contractor.”
2. Required Contractor Agreement Terms
Under the OA regulations, where independent contractor agreements are required, they should include the following terms”
- Professional Services: the optometrist shall control the professional services provided to a patient;
- Patients: the optometrist shall control the professional services provided to a patient;
- Prescriptions: the optometrist shall provide every patient or his or her authorized representative with a copy of his or her prescription;
- Fees: the optometrist shall set the fee charged or collected in respect of any professional service;
- Records: the optometrist shall control the maintenance, custody, and access to the records required to be kept in respect of the practice of the profession;
- Premises: the optometrist shall have access, along with his or her staff, to the premises where the member practises and to the books and records related to his or her practice, at any time of the day or night; and
- Advertising: the optometrist shall ensure that any advertising relating to the professional services provided by the member meets the requirements set out in regulations made under the Act.
The COO recommends adopting this language in the independent contractor agreement to incorporate the above requirements:
The parties hereby acknowledge and agree that the optometrist, ___________ (enter name):
a. shall control the professional services provided to a patient;
b. shall control who he or she may accept as a patient;
c. shall provide every patient or his or her authorized representative with a copy of his or her prescription;
d. shall set the fee charged or collected in respect of any professional service;
e. shall control the maintenance, custody and access to the records required to be kept in respect of the practice of the profession;
f. shall have access, along with his or her staff, to the premises where the member practises and to the books and records related to his or her practice, at any time of the day or night; and
g. shall ensure that any advertising relating to the professional services provided by the member meets the requirements set out in regulations made under the Act. O. Reg. 24/14, s. 1.
3. Prohibited Contractor Agreement Terms
The COO prohibits the following terms from independent contractor agreements:
- Patient Records: Terms requiring the transfer of patient records to non-optometrists upon termination of any agreement;
- Fee Sharing: Terms that require sharing of fees (see below); and
- Control: Terms whereby the optician or non-optometrist corporation controls the following:
- Fees;
- Schedule/types of appointments;
- Vacation/days off;
- Attire;
- How patients receive the copy of their prescriptions; and
- A requirement to disclose revenues/volume of business.
4. Conflicts of interest
Under the UO regulations, it is professional misconduct for an optometrist to practise while in a conflict of interest.
A conflict arises whenever an arrangement influences or could influence a practitioner’s ability to exercise independent judgment in treatment or referral decisions.
It is also a conflict of interest to:
- Offer or confer a benefit in connection with patient referrals;
- Accept a benefit for referring a patient; or
- Enter into any lease or arrangement where payments depend on patient volume or fees.
Access and Service Restrictions
It would be considered a conflict of interest for optometrists to be engaged in practice where a third party restricts their access or ability to provide professional services to their patients. For example, if optometrists cannot provide optometric services to a certain demographic of the population as a condition of the agreement with the corporation, or if optometrists are not allowed to refer patients to another practitioner for visual field testing, optical coherence tomography, or corrective surgery, where it is clinically indicated.
Some corporations allow access to their services to certain designated “members” of their club. However, optometrists practising in such a setting should have in their agreement a statement that everyone may access their services, regardless of whether they are a “club member.”
Fee Collection
Optometrists working for a non-optometrist corporation must have control over setting and collecting fees, where the fees are set by the corporation and are consistent across the corporation.
However, this does not restrict optometrists from having others collect fees on their behalf (such as shared staff). Specifically, optometrists must have control over the amount and how and when fees are collected on their behalf.
Fee Splitting
Under the OA regulations, other than with other optometrists or physicians, optometrists are prohibited from sharing fees related to the practice of optometry with non-members.
An offer of free eye exams by optometrists might involve fee sharing with the optical/corporation and would constitute a conflict of interest, because members may only share fees with other members and physicians.
In a 2018 COO disciplinary decision, the COO found that an optometrist engaged in prohibited fee splitting by allowing another person, who was neither an optometrist nor a physician, to collect fees that the optometrist billed and then make monthly payments to the optometrist based on those billings.
Allowed Working Arrangements
It is a conflict of interest for an optometrist to enter into an arrangement with another person except for the following:
- With a COO member who is engaged in the practice of optometry;
- With a member of the CPSO who is engaged in the practice of medicine;
- As an employee or agent of a government or government agency, health centre, university or hospital;
- As an employee of a corporation (other than one referred to in (3)) for the purpose of providing services solely to the employees of that corporation; or
- Under an arrangement approved by the COO Council.
The essential test is control: the optometrist must actually control all clinical and professional decisions.
Rent and Equipment
The independent contractor agreement must include terms for reasonable rent for office space and equipment that is paid regularly and is not based on the volume of business or fees generated by the optometrist.
Reasonable rent should be calculated based on considerations that include, but are not limited to, the following:
- Square footage of space used;
- Equipment and utilities provided; and
- Shared staff or maintenance costs.
It is a conflict of interest for an optometrist to receive free rent, equipment, or staffing, or to pay rent based on patient volume or daily revenue. Because rent cannot be related to the volume of business conducted, it cannot be paid daily, weekly, or irregularly. Rental terms must be fixed and involve regular payments, typically monthly and without interruption.
In the 2015 COO disciplinary decision, an optometrist was found guilty of misconduct for misleading the COO about making rent payments for the use of premises when none were being made.
5. Disclosure and Exceptions
There is generally no conflict of interest if the member discloses to the patient the nature of the member’s personal or financial interest to the patient before providing professional services.
Patient Referrals
There is no conflict of interest in connection with making a recommendation about the referral of a patient that has the potential to benefit a person who is in a non-arm’s length relationship with the member, if the member:
- Receives no benefit for the referral; and
- If, before making the recommendation, the member discloses to the patient the nature of the relationship between the member and the person who is in a non-arm’s length relationship with the member.
Receiving Referrals
There is no conflict of interest in connection with the member receiving a patient referred from a person who is in a non-arm’s length relationship with the member if the member:
- receives no benefit in relation to the referral; and
- if, before providing professional services, the member discloses to the patient the nature of the relationship between the member and the person who is in a non-arm’s length relationship with the member (O. Reg. 119/94, s 4(3)).
These disclosure requirements must be documented in the patient record to demonstrate transparency and compliance.
6. Practical Compliance Tips
Considering these contracting and conflict of interest regulations, opticians should implement the following in their practice:
- Always have a written independent contractor agreement when practicing in a non-optometrist-owned setting.
- Use the COO-recommended wording in agreements to ensure compliance.
- Avoid variable rent or revenue-based payments tied to patient volume.
- Retain control over all professional services, records, and fees.
- Document disclosures of personal or financial interests.
- Obtain legal counsel to review agreements to confirm that actual practice reflects contractual terms and abides by regulatory compliance.
Optometrists must remain in control of all professional decisions and patient relationships, regardless of business arrangements. Properly structured independent contractor agreements, fair rent terms, and transparent disclosures protect both the optometrist and the public, ensuring that optometric care remains independent, ethical, and in the patient’s best interest.
Thank you to Ephraim Barrera for his contribution to this article. The contents of this article are not to be construed as legal advice. Contact Emerge Law’s lawyers for legal assistance.