Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(Connecticut – Physician / APRN / Physician Assistant)

1. PARTIES AND RECITALS

1.1 Parties

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

1.2 Recitals

A. Employer operates a healthcare practice in compliance with the Connecticut Medical Practice Act, Conn. Gen. Stat. § 20-9 et seq.
B. Employee holds an active, unrestricted Connecticut license and DEA registration (where applicable).
C. The Parties intend to comply with Conn. Gen. Stat. §§ 20-14p, 20-87r, 20-12, the federal Anti-Kickback Statute, the Stark Law, HIPAA, and all other Applicable Law.

2. DEFINITIONS

"Applicable Law" – all federal, Connecticut, and local statutes, regulations, and licensing standards governing the practice of medicine, nursing, or physician-assistant services in Connecticut.

"Confidential Information" – patient health information protected under HIPAA and Conn. Gen. Stat. § 19a-25, trade secrets under Conn. Gen. Stat. § 35-51, and Employer business information.

"Primary Practice Site" – the single location mutually agreed by the Parties and expressly identified in Section 7.4(a), used as the geographic reference point for any restrictive covenant under § 20-14p or § 20-87r.

"Termination for Cause" – termination by Employer based on: (i) loss or material restriction of license; (ii) exclusion from Medicare/Medicaid; (iii) felony conviction; (iv) gross misconduct, fraud, or patient endangerment; (v) material breach uncured after written notice.

3. ENGAGEMENT; DUTIES; SCOPE OF PRACTICE

3.1 Position

Employer hires Employee as [POSITION TITLE] to provide professional clinical services within the scope of Employee's Connecticut license and consistent with Conn. Gen. Stat. § 20-9 (physicians), § 20-87a et seq. (APRNs), or § 20-12a et seq. (PAs), as applicable.

3.2 Practice Standards

Employee shall: (a) maintain active Connecticut licensure, DEA registration, and board certification (if represented); (b) maintain CME consistent with Conn. Agencies Regs. § 20-10b-1 et seq.; (c) comply with hospital medical-staff bylaws; (d) comply with Employer's compliance program, including HIPAA and 42 C.F.R. Part 2 (where applicable).

3.3 Supervision / Collaboration

☐ Independent physician practice
☐ APRN under collaborative agreement per Conn. Gen. Stat. § 20-87a(b) (or independent if 3+ years post-licensure, § 20-94a)
☐ PA under written delegation agreement per Conn. Gen. Stat. § 20-12d

3.4 Exclusivity

Employee's services shall be [full-time / part-time at ___ hours/week] and exclusive to Employer, subject to the moonlighting carve-outs in Section 3.5.

4. COMPENSATION AND BENEFITS

4.1 Base Compensation

Annual base salary of $[__________], paid in accordance with Conn. Gen. Stat. § 31-71b (regular paydays).

4.2 Productivity / Incentive Compensation

☐ wRVU-based at $[___] per wRVU above [___] wRVU threshold
☐ Net-collections percentage of [__]%
☐ Quality bonus up to $[___] based on Schedule B metrics

4.3 No Fee-Splitting

No portion of compensation is paid in exchange for referrals or in violation of Conn. Gen. Stat. § 20-12 (prohibiting division of professional fees with unlicensed persons except as expressly permitted).

4.4 Benefits

4.5 Reimbursable Expenses

Reimbursement under Conn. Gen. Stat. § 31-58 et seq. for documented business expenses submitted within 30 days.

5. TERM, TERMINATION, AND NOTICE

5.1 Term

Initial term of [___] years from the Effective Date, renewing for successive [1-year] terms unless either Party gives written notice [90] days before expiration.

5.2 Termination Without Cause

Either Party may terminate without cause on [90] days' prior written notice.

5.3 Termination for Cause

Employer may terminate for Cause (as defined) immediately upon written notice.

5.4 Termination by Employee for Good Reason

Employee may terminate on [30] days' notice if Employer materially breaches the Agreement and fails to cure within 30 days.

5.5 Effect on Restrictive Covenants

Per Conn. Gen. Stat. § 20-14p(b)(2) (physicians) and § 20-87r (APRNs/PAs), as amended by P.A. 23-97, the restrictive covenant in Section 7.4 is not enforceable if: (a) the contract expires and is not renewed by Employer, or (b) Employer terminates the employment without cause, or (c) Employer makes a material change to compensation terms that Employee declines prior to renewal.

6. REPRESENTATIONS AND WARRANTIES

Employee represents: (a) active, unrestricted Connecticut license; (b) no pending disciplinary action, investigation, or NPDB report not disclosed in Schedule A; (c) no exclusion from federal healthcare programs (verified against OIG LEIE and SAM); (d) no undisclosed restrictive covenant prohibiting performance.

7. COVENANTS AND RESTRICTIONS

7.1 Confidentiality

Employee shall protect Confidential Information indefinitely; obligations survive termination.

7.2 HIPAA and 42 C.F.R. Part 2

Employee shall comply with HIPAA (45 C.F.R. Parts 160 & 164), HITECH, and (where applicable) 42 C.F.R. Part 2 substance-use confidentiality rules.

7.3 Non-Solicitation

For [1] year post-termination, Employee shall not solicit Employer employees or solicit patients with whom Employee had a treatment relationship during the [12] months preceding termination, subject to a patient's independent and uninduced choice.

7.4 Non-Competition (Statutorily Compliant)

(a) Primary Practice Site. The single, mutually-agreed Primary Practice Site for purposes of this Section is: [STREET ADDRESS, CITY, CT].

(b) Duration. Twelve (12) months following the termination date (maximum permitted).

(c) Geographic Scope. Fifteen (15) miles measured by straight-line radius from the Primary Practice Site (maximum permitted).

(d) Restricted Activity. Employee shall not engage in the practice of [specialty/scope] as a competing employee, owner, or independent contractor within the Restricted Area and Restricted Period.

(e) Enforceability Conditions. This covenant shall be unenforceable, per § 20-14p(b)/§ 20-87r, if: (i) Employer terminates without Cause; (ii) Employer does not renew at end of term; or (iii) Employee declines a material change in compensation proposed at renewal.

(f) Separate Signature. This Section 7.4 is separately and individually signed by Employee below as required by § 20-14p(b)(1)(B).

Employee Initials (Section 7.4 only): ____________

7.5 Intellectual Property

Work product created within the scope of employment is Employer's property, except as limited by Conn. Gen. Stat. § 31-51r (employee inventions).

8. MEDICAL RECORDS, PATIENT NOTICE, AND TRANSITION

8.1 Records Ownership

All patient medical records are property of Employer, subject to patient access rights under Conn. Gen. Stat. § 20-7c and HIPAA.

8.2 Patient Notice on Separation

Employer shall provide reasonable notice to patients of Employee's departure consistent with AMA Opinion 1.1.5 and CT Department of Public Health guidance, including continuity-of-care arrangements.

8.3 Continuity of Care

Employee shall complete reasonable patient hand-offs and chart documentation through the termination date.

9. MALPRACTICE INSURANCE AND TAIL COVERAGE

9.1 Primary Coverage

Employer shall maintain professional liability coverage of not less than $[1,000,000] per claim / $[3,000,000] aggregate covering Employee's services during the Term.

9.2 Policy Form

☐ Occurrence (no tail required)
☐ Claims-Made (tail/ERP required per Section 9.3)

9.3 Tail / Extended Reporting Endorsement

If claims-made, the cost of the tail/ERP shall be paid by:
☐ Employer in all events
☐ Employer if termination is without Cause or non-renewal by Employer; Employee if Employee resigns without Good Reason or is terminated for Cause
☐ Shared [__]% / [__]%

9.4 NPDB

The entity making a qualifying payment for Employee's benefit in settlement or satisfaction of a medical-malpractice claim or judgment—not Employer merely because it is Employer—shall make any report required by 42 U.S.C. § 11131 and 45 C.F.R. § 60.7. Counsel shall map any separate adverse-action report to the actor and provision that govern the particular action.

10. DISPUTE RESOLUTION

10.1 Governing Law

This Agreement is governed by Connecticut law without regard to conflicts principles.

10.2 Venue

Exclusive venue in the Connecticut Superior Court, Judicial District of [___], except for injunctive relief which may be sought in any court of competent jurisdiction.

10.3 Mediation / Arbitration (Optional)

☐ The Parties shall mediate prior to litigation under CPR or AAA Healthcare Rules.
☐ Disputes (other than injunctive relief and Section 7.4 enforcement) shall be arbitrated under the AAA Employment Arbitration Rules; jury trial waived to the extent permitted by Connecticut law.

10.4 Injunctive Relief

Employer may seek injunctive relief to enforce Sections 7.1–7.4 without bond, subject to Connecticut law.

11. GENERAL PROVISIONS

11.1 Notices. Written notice to addresses in Section 1.1 (or as updated), by hand, certified mail, or nationally recognized courier.
11.2 Severability. If any provision is held unenforceable, the remainder continues in force.
11.3 Modification. Only by written instrument signed by both Parties; Section 7.4 amendments require a separate signature.
11.4 Assignment. Employer may assign to a successor; Employee may not assign.
11.5 Entire Agreement. Supersedes all prior negotiations and agreements.
11.6 Counterparts; Electronic Signatures. Permitted under Conn. Gen. Stat. § 1-266 et seq. (UETA).
11.7 Whistleblower. Nothing herein limits Employee's rights under Conn. Gen. Stat. § 31-51m or federal whistleblower statutes.

12. EXECUTION

Separate Signature – Section 7.4 (Non-Compete) Only (per Conn. Gen. Stat. § 20-14p(b)(1)(B)):

Employee: __________________________ Date: [__/__/____]

SCHEDULES AND EXHIBITS

• Schedule A – License, NPDB, and Disclosure Statement
• Schedule B – Productivity and Quality Metrics
• Exhibit 1 – Benefits Summary
• Exhibit 2 – Compliance Program Acknowledgment (HIPAA, AKS, Stark)
• Exhibit 3 – Map / Description of 15-Mile Restricted Area from Primary Practice Site

SOURCES AND REFERENCES

• Conn. Gen. Stat. § 20-14p (Covenants Not to Compete Involving Physician)
• 2023 Conn. Public Act 23-97 (extending non-compete restrictions to APRNs and PAs; amending § 20-14p; effective July 1, 2023 for physicians and October 1, 2023 for APRNs/PAs)
• Conn. Gen. Stat. § 20-87r (APRN/PA Covenants Not to Compete)
• Conn. Gen. Stat. §§ 20-9, 20-12, 20-12a et seq., 20-87a et seq.
• 42 U.S.C. § 1320a-7b; 42 U.S.C. § 1395nn; 42 U.S.C. § 11131 et seq. (NPDB)
• 45 C.F.R. Parts 160 & 164 (HIPAA)