Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(Alabama - Comprehensive Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Duties & Authority
4. Compensation & Benefits
5. Term; Renewal; Termination
6. Representations & Warranties
7. Covenants & Restrictions
8. Default; Notice & Remedies
9. Risk Allocation
10. Dispute Resolution
11. General Provisions
12. Execution Block
13. Schedules & Exhibits

1. DOCUMENT HEADER

1.1 Parties

This Healthcare Employment Agreement (the "Agreement") is entered into and made effective as of [EFFECTIVE DATE] (the "Effective Date") by and between:

(a) [EMPLOYER NAME], a [Alabama professional corporation / medical group / limited liability company] with its principal place of business at [ADDRESS] ("Employer"); and

(b) [EMPLOYEE NAME, DEGREE/CREDENTIALS], an individual holding a current and unrestricted license issued by the Alabama Board of Medical Examiners / Alabama Board of Nursing (License No. [___]) ("Employee").

Employer and Employee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

1.2 Recitals

A. Employer's legal form and authority to employ the specific profession identified above must be completed in Schedule E and approved by Alabama healthcare counsel before use.
B. Employee is duly licensed, qualified, and desires to provide professional healthcare services in accordance with Applicable Law (as defined below).
C. The Parties wish to enter into this Agreement to set forth the terms and conditions of Employee's employment by Employer and to ensure compliance with all Applicable Law.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Terms defined in singular include the plural and vice-versa.

"Applicable Law" - The federal, state, and local statutes, regulations, licensing rules, payer requirements, and professional standards that actually apply to the Employer, Employee, Services, location, and payment arrangement. Schedule E must identify the Employee's profession, the Employer's legal form and employment authority, required supervision or collaboration, and the compensation-compliance review completed for the arrangement.

"Base Salary" - The annual salary payable to Employee pursuant to Section 4.1(a).

"Board Certification" - Current certification by the American Board of [SPECIALTY] or other comparable certifying body acceptable to Employer.

"Business Day" - Any day other than Saturday, Sunday, or a day on which Alabama state-chartered banks are authorized or required to close.

"Cause" - The occurrence of any of the events described in Section 5.4(b).

"Confidential Information" - Has the meaning set forth in Section 7.2(a).

"DEA" - The United States Drug Enforcement Administration.

"Malpractice Insurance" - The insurance coverage required under Section 9.3.

"Services" - All professional healthcare and related administrative services that Employee is required to perform under this Agreement.

"Term" - The period defined in Section 5.1, including any Renewal Term.

3. ENGAGEMENT; DUTIES & AUTHORITY

3.1 Employment; Position. Employer hereby employs Employee, and Employee hereby accepts employment, to render the Services described in this Agreement under the job title [TITLE e.g., "Staff Physician - Family Medicine"].

3.2 Primary Practice Site. Employee shall principally render Services at [PRIMARY LOCATION] and such additional sites within [COUNTY], Alabama as Employer may reasonably designate, provided that Employee receives at least [30] days' prior written notice of any permanent relocation beyond [25] miles.

3.3 Scope of Duties. Employee shall:
(a) Provide professional healthcare services to patients in conformity with Applicable Law and Employer's policies;
(b) Maintain accurate, timely, and complete medical records in Employer's electronic health record system;
(c) Comply with Employer's quality assurance, peer review, utilization review, and risk-management programs;
(d) Participate in on-call rotations as reasonably scheduled; and
(e) Perform such administrative duties as are customarily associated with Employee's position or otherwise reasonably assigned by Employer.

3.4 Licensing & Credentialing.
(a) Employee shall, at all times during the Term, maintain (i) an unrestricted Alabama professional license, (ii) current Board Certification (if applicable), (iii) valid DEA registration, and (iv) all hospital and payer credentials reasonably required by Employer.
(b) Employee shall immediately notify Employer of any investigation, suspension, restriction, or revocation of any license, certification, or credential.

3.5 Professional Judgment. Nothing in this Agreement shall be construed to interfere with Employee's independent professional judgment in the practice of Employee's profession.

4. COMPENSATION & BENEFITS

4.1 Compensation.
(a) Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per annum, payable in accordance with Employer's standard payroll practices and subject to all required withholdings.
(b) Incentive Compensation. Employee may earn incentive compensation in accordance with Schedule A ("Productivity & Quality Incentive Plan").
(c) Signing Bonus / Relocation Allowance. [IF APPLICABLE] Employer shall pay Employee a one-time [signing bonus / relocation allowance] of $[AMOUNT] within [30] days following the Effective Date, subject to repayment terms in Schedule B if Employee terminates employment within [___] months.

Before use, Alabama healthcare and employment counsel must review Schedules A and E for the profession, services, employer structure, payors, referral relationships, supervision, fee-splitting limits, wage rules, and other laws actually applicable to the arrangement.

4.2 Benefits. Employee shall be eligible to participate in Employer's benefit plans (medical, dental, retirement, etc.) on the same terms offered to similarly situated employees.

4.3 Paid Time Off ("PTO") & CME.
(a) PTO. Employee shall accrue PTO at a rate consistent with Employer policy.
(b) CME. Employer shall reimburse Employee up to $[AMOUNT] per calendar year for continuing medical education expenses and shall provide up to [NUMBER] CME leave days annually.

4.4 Expense Reimbursement. Employer shall reimburse Employee for reasonable business expenses incurred in the performance of Services, consistent with Employer's policies.

5. TERM; RENEWAL; TERMINATION

5.1 Term. The Term commences on the Effective Date and continues for [THREE] years unless earlier terminated as provided herein (the "Initial Term"). The Agreement shall automatically renew for successive [ONE-YEAR] periods (each, a "Renewal Term") unless either Party gives at least [90] days' prior written notice of non-renewal.

5.2 Termination Without Cause. Either Party may terminate this Agreement without Cause upon at least [90] days' prior written notice.

5.3 Termination by Mutual Agreement. The Parties may terminate this Agreement at any time by mutual written consent.

5.4 Termination for Cause.
(a) Procedure. A Party seeking to terminate for Cause shall deliver written notice identifying the specific grounds. If the grounds are curable, the breaching Party shall have [30] days to cure.
(b) Cause Defined (non-exclusive):
(i) Material breach of this Agreement;
(ii) Loss, suspension, or restriction of Employee's license, DEA registration, or hospital privileges;
(iii) Exclusion from any federal or state healthcare program;
(iv) Conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude;
(v) Willful misconduct or gross negligence in the performance of Services; or
(vi) Violation of Employer's anti-harassment, discrimination, or substance abuse policies.

5.5 Effect of Termination. Upon any termination:
(a) Employer shall pay Employee all earned but unpaid Base Salary, accrued PTO (per policy), and properly documented reimbursable expenses through the date of termination.
(b) Employee shall promptly return all Employer property and cooperate in the orderly transfer of patient care.

5.6 Survival. Accrued payment obligations, Section 7.2 (Confidentiality), any counsel-approved post-employment term in Section 7.3 and Schedule C, applicable insurance and tail obligations in Section 9 and Schedule D, dispute provisions, and provisions necessary to enforce an accrued right survive to the extent stated and allowed by law.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that:
(a) It has full authority to enter into and perform this Agreement;
(b) It intends to be bound by the completed terms of this Agreement; and
(c) The execution and performance of this Agreement do not and will not violate any other contract or legal obligation to which it is a party.

6.2 Employee Representations. Employee additionally represents and warrants that:
(a) All licenses, certifications, and credentials identified in Section 3.4 are current and unrestricted;
(b) Employee is not a party to any agreement that would restrict Employee's right to enter into or perform under this Agreement;
(c) Employee has not been sanctioned, excluded, or convicted as described in Section 5.4(b)(iii)/(iv); and
(d) Employee will immediately disclose to Employer any event that would render any representation in this Section inaccurate.

6.3 Survival. A representation survives only to the extent and for the period allowed by applicable law and necessary to enforce an accrued right or obligation.

7. COVENANTS & RESTRICTIONS

7.1 Compliance with Law. Employee shall at all times perform the Services in accordance with Applicable Law and Employer's compliance program.

7.2 Confidentiality.
(a) Definition. "Confidential Information" includes Employer trade secrets, patient information protected by applicable privacy law, and proprietary business information that Employer identifies or treats as confidential.
(b) Nondisclosure. Employee shall not, during or after employment, use or disclose Confidential Information except as authorized by Employer or required by law.
(c) Return/Destruction. Upon termination, Employee shall return or securely destroy all Confidential Information.

7.3 Restrictive Covenants — Separate Review Required.

(a) This form does not impose an automatic post-employment non-compete or patient nonsolicitation covenant. Ala. Code § 8-1-190 makes restraints void unless they fit a statutory exception, § 8-1-191 requires a protectable interest, and § 8-1-196 preserves professional exemptions recognized by Alabama law.

(b) Leave any proposed restraint in Schedule C blank unless Alabama counsel provides a written, fact-specific approval identifying the applicable § 8-1-190(b) exception, the protectable interest, Employee's professional status, consideration, restricted activity, duration, persons, geography, patient-choice safeguards, and the effect of § 8-1-196. Possible reformation under § 8-1-193 is not a substitute for compliant drafting.

7.4 Intellectual Property — Separate Schedule Required. This base form does not declare every work, invention, improvement, clinical protocol, publication, teaching material, or pre-existing work to be Employer property. Any ownership or assignment terms must be stated in Schedule F after counsel identifies the work categories, pre-existing materials, scope of employment, authorship, outside activities, research obligations, and any required third-party approvals.

7.5 Outside Activities. Employee may engage in outside professional activities (e.g., teaching, writing, consulting) only with Employer's prior written consent and subject to Employer's policies.

8. DEFAULT; NOTICE & REMEDIES

8.1 Events of Default. Each of the following is an "Event of Default":
(a) Any uncured breach that constitutes Cause under Section 5.4(b);
(b) Failure to pay any undisputed monetary obligation within [10] Business Days after written notice; or
(c) Employee's material violation of Employer's compliance program after written warning.

8.2 Notice & Cure. The non-defaulting Party must give written notice specifying the Event of Default. If the Event is curable, the defaulting Party has [30] days (or [10] days for monetary defaults) to cure.

8.3 Remedies. Upon an Event of Default, the non-defaulting Party may:
(a) Terminate this Agreement immediately upon written notice;
(b) Seek damages or other relief available under the completed Agreement and applicable law; and
(c) Recover attorneys' fees only when a completed, counsel-approved provision or applicable law authorizes the award.

8.4 Cumulative Remedies. All remedies are cumulative and non-exclusive.

9. RISK ALLOCATION

9.1 Professional Responsibility; No Automatic Malpractice Indemnity. This base form does not require either Party to indemnify the other for professional-negligence claims. Any indemnity, defense-control, reimbursement, or contribution provision must be coordinated in Schedule D with the actual insurance policies, named insureds, exclusions, consent-to-settle terms, employment scope, and applicable law.

9.2 No Professional-Liability Cap. Nothing in this Agreement caps, releases, waives, or predetermines liability to a patient or another third party for professional acts. Insurance limits do not cap Employee's or Employer's liability. Counsel may separately draft a limitation for purely commercial contract claims only after identifying the claims, exclusions, consideration, and enforceability.

9.3 Insurance.
(a) Malpractice. Employer shall maintain the professional and entity liability coverage completed in Schedule D after review by a qualified insurance adviser. Schedule D shall state the named insureds, per-claim and aggregate limits, deductibles, exclusions, defense-cost treatment, retroactive date, consent-to-settle terms, and allocation of premiums and uninsured amounts. The selected limits are commercial and credentialing decisions, not a liability cap.
(b) Tail Coverage. For claims-made coverage, Schedule D shall assign responsibility for extended reporting or prior-acts coverage and state its duration and limits.
(c) Employee Cooperation. Employee shall cooperate with the insurer in the investigation and defense of any claim.

9.4 Force Majeure. Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, epidemics, or governmental orders, provided the affected Party gives prompt notice and resumes performance as soon as practicable. Payment obligations for Services rendered are not excused.

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Alabama without regard to conflict-of-laws principles.

10.2 Forum Selection. Any action arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction in [COUNTY], Alabama, subject to any nonwaivable rule governing jurisdiction or venue.

10.3 No Arbitration or Predispute Jury Waiver in This Form. If the Parties want arbitration or a jury-trial waiver, Alabama employment counsel must prepare a separate, transaction-specific provision addressing scope, governing law, forum, costs, discovery, interim relief, administration, award review, and knowing consent.

10.4 Injunctive Relief. Either Party may request temporary, preliminary, or permanent injunctive relief in a court specified in Section 10.2. This clause does not guarantee that a court will grant relief or excuse any bond or proof otherwise required.

11. GENERAL PROVISIONS

11.1 Amendments & Waivers. No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver of any subsequent breach.

11.2 Assignment. Employee may not assign or delegate any rights or duties under this Agreement. Employer may assign this Agreement to any successor by merger, consolidation, or acquisition of substantially all of Employer's assets or equity, provided that the successor assumes all Employer obligations in writing.

11.3 Severability; Reformation. If any provision is invalid or unenforceable, the remainder remains in effect to the extent it can operate independently. Any reformation remains subject to applicable law; Ala. Code § 8-1-193 permits, but does not require, partial avoidance or reformation of an overly broad or unreasonable restraint.

11.4 Entire Agreement. This Agreement, together with all Schedules and Exhibits, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements, writings, and discussions.

11.5 Counterparts; Electronic Signatures. The Parties agree to conduct this transaction by electronic means. Subject to the scope rules in Ala. Code § 8-1A-3 and the party-agreement rule in § 8-1A-5, a record, contract, or signature may not be denied legal effect solely because it is electronic under § 8-1A-7. This clause does not make every electronic copy an original for every purpose.

11.6 Notices. All notices must be in writing and delivered (i) by personal delivery, (ii) nationally recognized overnight courier, or (iii) certified mail, return receipt requested, to the addresses set forth below (or as later designated). Notice is effective on receipt.

11.7 Construction. Headings are for convenience only and do not affect interpretation.

12. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

13. SCHEDULES & EXHIBITS

• Schedule A - Productivity & Quality Incentive Plan
• Schedule B - Signing Bonus / Relocation Repayment Terms
• Schedule C - Restrictive Covenant (Leave Blank Unless Counsel Approves)
• Schedule D - Professional and Entity Liability Insurance
• Schedule E - Profession, Employer Authority, Supervision, and Compensation Compliance
• Schedule F - Intellectual Property and Pre-Existing Works (Optional)
• Exhibit 1 - Job Description & Performance Metrics
• Exhibit 2 - Acknowledgment of Employer Policies & Compliance Program

Schedule E — Required Profession and Employer-Authority Review

Employee profession and license: [________________________________]

Licensing board: [________________________________]

Employer legal form: [________________________________]

Authority for this Employer to employ this profession: [________________________________]

Required supervision, collaboration, delegation, ownership, registration, or facility terms: [________________________________]

Applicable payors and healthcare-program relationships: [________________________________]

Compensation methodology reviewed: ☐ Yes ☐ No

Alabama healthcare counsel / reviewer: [________________________________]

Review date: [__/__/____]

Schedule F — Optional Intellectual-Property Terms

☐ No separate intellectual-property assignment is included.

☐ Counsel-approved terms are attached and specifically identify: ☐ pre-existing works ☐ works created within assigned duties ☐ clinical protocols ☐ research ☐ publications and teaching materials ☐ inventions ☐ outside activities ☐ third-party obligations.

This template is provided for informational purposes and should be reviewed by competent counsel before use.

Sources and References

• Ala. Code § 8-1-190 — Contracts restraining a profession, trade, or business
• Ala. Code § 8-1-191 — Protectable interests
• Ala. Code § 8-1-193 — Voidable restraints and discretionary reformation
• Ala. Code § 8-1-196 — Professional exemptions
• Ala. Code § 8-1A-3 — Alabama UETA scope
• Ala. Code § 8-1A-5 — Agreement to conduct transactions electronically
• Ala. Code § 8-1A-7 — Legal recognition of electronic records and signatures