HEALTHCARE EMPLOYMENT AGREEMENT

(California – Comprehensive Template)

[// GUIDANCE: This template is drafted for the employment of a licensed healthcare professional (e.g., physician, nurse practitioner, physician assistant) by a California‐based practice or facility. Customize bracketed fields and delete inapplicable provisions before execution.]

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 [California 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 Medical Board of California / California Board of Registered Nursing / California Physician Assistant Board (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 is duly organized and qualified under the laws of the State of California to employ healthcare professionals and to engage in the delivery of professional healthcare services.
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.

“AAA” – The American Arbitration Association.

“Applicable Law” – All present and future federal, state (including without limitation the California Business and Professions Code, California Labor Code, and all regulations of the Medical Board of California), and local statutes, regulations, ordinances, and professional standards governing or relating to the performance of Services, including without limitation the federal Stark Law (42 U.S.C. § 1395nn), Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), and California’s corporate practice of medicine doctrine.

“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 California 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], California 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 California 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.

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 of [___] hours per pay period, inclusive of vacation, sick leave, and personal time, consistent with Employer policy and California Labor Code § 246.
(b) CME. Employer shall reimburse Employee up to $[AMOUNT] per calendar year for continuing medical education expenses and shall provide up to [___] 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 and California Labor Code § 2802.

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, within the time required by California Labor Code §§ 201-203.
(b) Employee shall promptly return all Employer property and cooperate in the orderly transfer of patient care.

5.6 Survival. Sections 6 (Representations & Warranties), 7.2 (Confidentiality), 7.3 (Patient Non-Solicitation), 8 (Default; Remedies), 9 (Risk Allocation), 10 (Dispute Resolution), and 11 (General Provisions) survive any termination or expiration of this Agreement.

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) This Agreement constitutes a valid and binding obligation, enforceable against it in accordance with its terms; 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. All representations and warranties survive for a period of [TWO] years following termination, except that fraud or intentional misrepresentation survives without limitation.

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’s trade secrets, patient information protected under HIPAA, and proprietary business information, whether oral or written, and whether or not marked 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 Patient & Employee Non-Solicitation.
[// GUIDANCE: Non-competes are void in California under Cal. Bus. & Prof. Code § 16600, but narrowly tailored non-solicitation clauses may be enforceable if they protect trade secrets and do not substantially restrain practice. Consult counsel before retaining or expanding this clause.]

Employee agrees that during employment and for [ONE] year thereafter, Employee will not knowingly solicit Employer’s patients for competitive services, nor solicit Employer’s employees to end their employment, provided that this Section does not restrict: (i) generalized advertising; (ii) employment discussions initiated by another party; or (iii) any activity protected by law.

7.4 Intellectual Property. Any works, inventions, or improvements conceived or reduced to practice by Employee in the course of employment and relating to Employer’s business are “work made for hire” and belong exclusively to Employer. Employee hereby assigns all right, title, and interest in such intellectual property to Employer.

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 specific performance, injunctive relief, or any other remedy at law or equity; and
(c) Recover reasonable attorneys’ fees, costs, and expenses incurred in enforcing this Agreement.

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

9. RISK ALLOCATION

9.1 Indemnification – Professional Malpractice.
(a) Employee Indemnity. Employee shall indemnify, defend, and hold harmless Employer, its directors, officers, and employees from any Losses arising out of (i) Employee’s gross negligence, willful misconduct, or violation of Applicable Law, or (ii) Services performed outside the scope of this Agreement.
(b) Employer Indemnity. Employer shall indemnify, defend, and hold harmless Employee from any Losses arising out of claims against Employer to the extent attributable to Employer’s business operations or any act or omission of Employer (other than Employee).

[// GUIDANCE: Tailor indemnity language to align with professional liability insurance terms. Many carriers prohibit mutual indemnity. Confirm coverage before finalizing.]

9.2 Limitation of Liability. Except for (i) indemnification obligations under Section 9.1, (ii) breaches of confidentiality, or (iii) acts of gross negligence or willful misconduct, each Party’s aggregate liability under this Agreement is limited to the greater of (x) the limits of the Malpractice Insurance required by Section 9.3 or (y) $[AMOUNT].

9.3 Insurance.
(a) Malpractice. Employer shall, at Employer’s expense, maintain professional liability insurance covering Employee with limits of not less than $[1,000,000] per claim and $[3,000,000] aggregate.
(b) Tail Coverage. If claims-made coverage is provided, Employer shall procure extended reporting (tail) coverage with the same limits for at least [three] years following termination.
(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 California without regard to conflict-of-laws principles.

10.2 Forum Selection. Any action arising out of or relating to this Agreement shall be brought exclusively in the state courts located in [COUNTY], California.

10.3 Optional Binding Arbitration.
[// GUIDANCE: Insert only if Parties elect arbitration under Cal. Code Civ. Proc. § 1281 et seq. Delete Section 10.3 if no arbitration.]

(a) Election. Upon written mutual election, any dispute shall be finally resolved by confidential binding arbitration administered by the AAA under its Employment Arbitration Rules (Healthcare Supplement).
(b) Location & Law. The arbitration shall be conducted in [CITY, California] before a single arbitrator licensed to practice law in California.
(c) Interim Relief. Either Party may seek provisional injunctive relief from a court of competent jurisdiction until the arbitration award is rendered.
(d) Costs & Fees. Employer shall pay AAA filing and arbitrator fees to the extent required by California law; the arbitrator may award prevailing-party attorneys’ fees consistent with Section 8.3(c).
(e) Award. The arbitrator’s award shall be in writing, reasoned, and final, and judgment may be entered thereon in any court of competent jurisdiction.

10.4 Jury Trial Waiver (Optional).
[// GUIDANCE: California permits contractual jury waivers in arbitration agreements; standalone jury waivers are frequently litigated. Retain only with counsel approval.]
EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

10.5 Injunctive Relief. Notwithstanding any other provision, either Party may seek temporary, preliminary, or permanent injunctive relief in any court specified in Section 10.2 to enforce Sections 7.2 and 7.3, without posting bond to the extent permitted by law.

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 of the Agreement remains in full force, and the court shall reform the provision to the minimum extent necessary to render it enforceable.

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. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted via electronic means (e.g., DocuSign, PDF) are deemed original.

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. The drafter rule is waived; this Agreement shall be construed fairly, not for or against either Party.

12. EXECUTION BLOCK

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

[// GUIDANCE: Attach corporate resolutions or secretary’s certificate evidencing signatory authority if Employer is an entity. Notarization is generally not required for California employment agreements but may be added if lender or third-party stakeholders request.]

13. SCHEDULES & EXHIBITS

• Schedule A – Productivity & Quality Incentive Plan
• Schedule B – Signing Bonus / Relocation Repayment Terms
• Exhibit 1 – Job Description & Performance Metrics
• Exhibit 2 – Acknowledgment of Employer Policies & Compliance Program

[// GUIDANCE: Populate Schedules/Exhibits with client-specific details; ensure incentive plan complies with Stark, Anti-Kickback, and California’s Physician Self-Referral Law.]

© [YEAR] — This template is provided for informational purposes and should be reviewed by competent counsel before use.