Colorado Healthcare Employment Agreement

COLORADO HEALTHCARE EMPLOYMENT AGREEMENT

PARTIES

This Healthcare Employment Agreement ("Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date").

RECITALS

A. Employer is duly organized under Colorado law and is authorized to employ healthcare professionals consistent with the Colorado Medical Practice Act, C.R.S. § 12-240-101 et seq., including the professional-entity restrictions of C.R.S. § 12-240-138.

B. Employee is duly licensed in Colorado and desires to provide professional healthcare services in accordance with Applicable Law and the standards of the [Colorado Medical Board / Colorado Board of Nursing / Colorado Dental Board].

C. The Parties enter this Agreement to set forth the terms and conditions of Employee's employment.

NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows.

1. POSITION, DUTIES, AND SCOPE OF PRACTICE

1.1 Position. Employer hires Employee as a [Physician / Nurse Practitioner / Physician Assistant / Dentist] to practice at [PRIMARY PRACTICE LOCATION] and other Employer locations as reasonably assigned.

1.2 Scope of Practice. Employee shall practice only within the lawful scope of Employee's license under the Colorado Medical Practice Act (C.R.S. § 12-240), the Nurse Practice Act (C.R.S. § 12-255), or the Dental Practice Act, as applicable. Employee shall comply with all Colorado Medical Board / Colorado Board of Nursing rules, including supervision and collaboration requirements where applicable.

1.3 Time Commitment. Employee shall devote ☐ full-time / ☐ part-time ([__] hours/week) professional effort to Employer's practice, exclusive of vacation, CME, and approved leave.

1.4 Outside Activities. Employee shall not engage in outside professional or business activities without Employer's prior written consent, except: ☐ teaching, ☐ expert-witness work, ☐ medical-society service, ☐ charitable/pro bono care.

2. COMPENSATION AND BENEFITS

2.1 Base Salary. Employer shall pay Employee an annualized base salary of $[_____], paid in accordance with Employer's regular payroll cycle and the Colorado Wage Act, C.R.S. § 8-4-101 et seq.

2.2 Productivity Bonus. ☐ wRVU formula at $[__]/wRVU above threshold [____]; ☐ collections-based; ☐ quality metrics. Bonus payment within [__] days of period close.

2.3 Sign-On / Retention. Sign-on bonus of $[_____], payable [date]; subject to forfeiture/clawback if Employee terminates without Good Reason within [__] months. Any clawback shall comply with C.R.S. § 8-4-105 (permissible wage deductions).

2.4 Benefits. Group health, dental, vision, 401(k) with [__]% match, life/disability insurance, ☐ short-term disability, ☐ long-term disability.

2.5 Paid Time Off. ☐ [__] vacation days; ☐ [__] CME days; ☐ [__] sick days; ☐ [__] holidays. Accrual and payout on separation per Colorado Wage Act and Nieto v. Clark's Market (vested vacation must be paid).

2.6 CME Allowance. $[_____] per year for continuing medical education, license fees, DEA registration, board recertification, and professional dues.

2.7 Relocation. ☐ Lump-sum $[___]; ☐ reimbursement up to $[___]; clawback ratably over [__] months.

3. MALPRACTICE INSURANCE AND TAIL COVERAGE

3.1 Primary Coverage. Employer shall procure and maintain professional liability insurance for Employee with limits not less than $[1,000,000] per claim / $[3,000,000] aggregate, satisfying the financial-responsibility requirements of C.R.S. § 13-64-301.

3.2 Form of Coverage. ☐ Occurrence; ☐ Claims-made.

3.3 Tail Coverage (Extended Reporting Endorsement). If the policy is claims-made, tail coverage shall be procured upon termination. Responsibility for the tail premium:

☐ Employer pays in all circumstances
☐ Employee pays if Employee terminates without Good Reason or is terminated for Cause
☐ Pro-rata sharing based on length of employment: Employer [__]% / Employee [__]% after [__] years
☐ Employer pays if termination occurs after [__] years of continuous service

3.4 Reporting. Employee shall promptly report to Employer any claim, demand, suit, board complaint, or NPDB-reportable event under 42 U.S.C. § 11131.

4. RESTRICTIVE COVENANTS (COLORADO-SPECIFIC)

4.1 No Non-Compete on Practice of Medicine/Nursing/Dentistry. The Parties acknowledge that under C.R.S. § 8-2-113, as amended by SB 25-083, any covenant restricting Employee's practice of medicine, advanced practice nursing, certified midwifery, or dentistry in Colorado is void and unenforceable. This Agreement contains no such covenant.

4.2 Trade-Secret Protection. Nothing in Section 4.1 limits Employer's right under C.R.S. § 8-2-113(2)(b) to protect trade secrets through a narrowly tailored covenant. Employee agrees not to use or disclose Employer's trade secrets (as defined by the Colorado Uniform Trade Secrets Act, C.R.S. § 7-74-101 et seq.) except as required to perform duties hereunder.

4.3 Patient Notification Rights. Consistent with SB 25-083, Employer shall not prohibit or materially interfere with Employee's ability to disclose to any patient: (a) Employee's continuing practice of medicine/nursing/dentistry; (b) Employee's new professional contact information; or (c) the patient's right to choose a healthcare provider.

4.4 Confidentiality. Employee shall maintain in strict confidence all Confidential Information of Employer, including business and financial data, fee schedules, payor contracts, and proprietary clinical protocols. This obligation survives termination. Patient information shall be safeguarded as Protected Health Information under HIPAA, 45 C.F.R. Parts 160 and 164.

4.5 Non-Solicitation of Employees. For a period of [12] months following termination, Employee shall not actively recruit or hire Employer's then-current employees to leave Employer, except through general advertisements not targeted at Employer personnel.

4.6 Notice and Acknowledgment. Pursuant to C.R.S. § 8-2-113(4), Employee acknowledges receipt of separate written notice of the covenants in this Section 4 at least 14 days before [the earlier of the date Employee accepts this offer / the effective date].

5. FEE-SPLITTING; CORPORATE PRACTICE; BILLING COMPLIANCE

5.1 No Fee-Splitting. Neither Party shall enter into any arrangement that constitutes prohibited fee-splitting or unprofessional conduct under C.R.S. § 12-240-121. Compensation hereunder is not contingent on referrals and complies with the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) and Stark Law (42 U.S.C. § 1395nn).

5.2 Corporate Practice. Employer represents it is organized in compliance with C.R.S. § 12-240-138 (professional service corporations / LLCs for the practice of medicine) and that no lay person exercises control over Employee's medical judgment.

5.3 Billing and Coding. All billing under Employee's NPI shall be supported by Employee's documentation and shall comply with Medicare, Medicaid, and commercial payor rules. Employee shall not be required to upcode or otherwise misrepresent services.

5.4 Medical Records. All medical records generated by Employee are the property of Employer subject to HIPAA, the Colorado patient-records statute (C.R.S. § 25-1-802), and Employee's patient-notification rights under Section 4.3.

6. TERM AND TERMINATION

6.1 Term. Initial term of [__] year(s) commencing on the Effective Date, automatically renewing for successive [1-year] terms unless either Party gives [90] days' written notice of non-renewal.

6.2 Termination Without Cause. Either Party may terminate without cause on [90] days' written notice.

6.3 Termination for Cause by Employer. Immediate termination upon: (a) loss, suspension, or material restriction of Colorado professional license; (b) loss of DEA registration; (c) exclusion from Medicare/Medicaid; (d) loss of hospital privileges material to duties; (e) felony conviction or crime of moral turpitude; (f) substance use impairing practice; (g) material breach uncured after [30] days' notice; (h) finding of unprofessional conduct under C.R.S. § 12-240-121.

6.4 Termination for Good Reason by Employee. Material reduction in compensation, material change in duties, or material breach by Employer, uncured after [30] days' written notice.

6.5 Death or Disability. Agreement terminates upon Employee's death or upon disability (as defined) lasting more than [180] days.

6.6 Post-Termination Obligations. Cooperation in transition of care; assistance with open billing; HIPAA-compliant access to records for defense of claims; tail coverage per Section 3.3; return of property.

7. NDA / NON-DISPARAGEMENT (COLORADO POWR ACT COMPLIANT)

7.1 Permitted Disclosures. Nothing in this Agreement (or in any future settlement or separation agreement) prohibits Employee from disclosing or discussing: (a) the underlying facts of any alleged discriminatory or unfair employment practice; (b) any communication to a government agency, law enforcement, or legal counsel; or (c) information to Employee's immediate family, mental-health provider, religious advisor, financial advisor, or tax preparer. This Section is intended to comply with the Colorado POWR Act (SB 23-172) and C.R.S. § 24-34-407.

7.2 Whistleblower / Defend Trade Secrets Act. Employee is notified under 18 U.S.C. § 1833(b) that immunity from liability for trade-secret disclosure may apply when the disclosure is made in confidence to a government official or attorney for the purpose of reporting or investigating a suspected violation of law.

8. DISPUTE RESOLUTION

8.1 Governing Law. Colorado law governs, without regard to conflict-of-laws principles.

8.2 Forum. ☐ State district court in [__] County, Colorado; ☐ binding arbitration before JAMS/AAA in [__], Colorado. Arbitration clause shall not waive statutory rights to whistleblower or discrimination claims to the extent prohibited by Colorado law.

8.3 Attorneys' Fees. Prevailing party may recover reasonable fees, except that any fee-shifting against Employee is limited as required by C.R.S. § 8-2-113(7) for any covenant-related dispute.

9. MISCELLANEOUS

9.1 Entire Agreement. This Agreement, including all schedules, constitutes the entire agreement and supersedes prior negotiations.

9.2 Amendments. Only in a writing signed by both Parties.

9.3 Severability. If any provision is held invalid, the remainder shall remain in effect; the parties intend that any non-compete or non-solicit provision held overbroad shall be reformed to the minimum extent necessary to be enforceable under Colorado law.

9.4 Assignment. Employee may not assign. Employer may assign to a successor in interest provided successor assumes all obligations.

9.5 Notices. Written notice to addresses on signature page; deemed given upon hand-delivery, certified mail, or recognized overnight courier.

9.6 Counterparts; Electronic Signatures. Executed in counterparts; electronic signatures effective under the Colorado Uniform Electronic Transactions Act, C.R.S. § 24-71.3-101 et seq.

10. EMPLOYEE ACKNOWLEDGMENTS

☐ Employee has had the opportunity to consult independent legal counsel.
☐ Employee received separate written notice of restrictive covenants at least 14 days before signing.
☐ Employee has reviewed and understands the malpractice insurance and tail-coverage provisions.
☐ Employee has reviewed the patient-notification rights preserved under SB 25-083.
☐ Employee acknowledges that any covenant restricting the practice of medicine/nursing/dentistry would be void under C.R.S. § 8-2-113.

SIGNATURES

SCHEDULES (attach as applicable)

• Schedule A — Compensation Detail / wRVU Table
• Schedule B — Benefits Summary
• Schedule C — Practice Locations
• Schedule D — Form of Restrictive-Covenant Notice (14-day pre-signing)
• Schedule E — Tail Coverage Quote / Acknowledgment

Sources and References

• C.R.S. § 8-2-113 (Restrictive Covenants), as amended by SB 25-083 (2025) and HB 22-1317 (2022)
• Colorado SB 25-083 (effective August 6, 2025) — healthcare non-compete ban
• C.R.S. § 12-240-101 et seq. (Medical Practice Act); § 12-240-121 (unprofessional conduct/fee-splitting); § 12-240-138 (professional entities)
• C.R.S. § 13-64-301 (financial responsibility / malpractice insurance)
• Colorado POWR Act, C.R.S. § 24-34-407 (NDA/non-disparagement limits)
• 42 U.S.C. § 11131 (NPDB); 45 C.F.R. Parts 160, 164 (HIPAA)