Healthcare Employment Agreement (Delaware)

HEALTHCARE EMPLOYMENT AGREEMENT

(Delaware — Physician / Advanced Practice Provider Template)

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 is duly organized under Delaware law and engaged in the delivery of professional healthcare services in Delaware.
B. Employee holds a current, unrestricted Delaware professional license under 24 Del. C. ch. 17 (or the applicable practice act) and desires to provide Services in accordance with Applicable Law.
C. The Parties wish to set forth the terms and conditions of Employee's employment.

NOW, THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows.

2. DEFINITIONS

"Applicable Law" — All federal, Delaware state, and local statutes, regulations, and professional standards governing the Services, including without limitation 24 Del. C. ch. 17 (Medical Practice Act), 24 Del. C. § 1731 (grounds for discipline, including fee-splitting), the Stark Law (42 U.S.C. § 1395nn), the Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), HIPAA, and the Delaware Wage Payment and Collection Act (19 Del. C. ch. 11).

"Base Compensation" — The annual compensation payable under Section 4.1.

"Cause" — Has the meaning set forth in Section 5.4(b).

"Confidential Information" — Has the meaning set forth in Section 7.2.

"DEA" — The United States Drug Enforcement Administration.

"Malpractice Insurance" — The professional liability coverage required under Section 9.3.

"Services" — All clinical and reasonable administrative duties performed by Employee under this Agreement.

"Term" — The period described in Section 5.1, including any Renewal Term.

3. ENGAGEMENT; DUTIES; SCOPE OF PRACTICE

3.1 Employment. Employer hires Employee, and Employee accepts employment, as [TITLE — e.g., Staff Physician, Family Medicine / Nurse Practitioner / Physician Assistant].

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

3.3 Scope of Duties. Employee shall:
(a) Provide professional healthcare services in conformity with Applicable Law, the standards of the profession, and Employer policies;
(b) Maintain timely, accurate, and complete medical records in Employer's EHR;
(c) Comply with Employer's quality assurance, peer review, and risk-management programs;
(d) Participate in on-call rotations as reasonably scheduled; and
(e) Perform administrative duties customarily associated with the position.

3.4 Scope of Practice (MD/DO/NP/PA).
(a) Physicians (MD/DO). Practice in accordance with 24 Del. C. ch. 17 and Board of Medical Licensure and Discipline regulations.
(b) Advanced Practice Registered Nurses. Practice in accordance with 24 Del. C. ch. 19 and applicable collaborative or independent practice authority.
(c) Physician Assistants. Practice under a written delegation agreement as required by 24 Del. C. ch. 17, subchapter VI, with supervising physician [NAME].

3.5 Licensing & Credentialing. Employee shall at all times maintain (i) an unrestricted Delaware professional license, (ii) current Board Certification (if applicable), (iii) valid DEA and Delaware Controlled Substances Act (CSA) registrations, and (iv) all hospital and payer credentials Employer reasonably requires.

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

3.7 No Fee-Splitting. Consistent with 24 Del. C. § 1731(b)(11) and analogous provisions, no portion of the compensation under this Agreement is paid or received in exchange for the referral of patients, and the Parties do not intend any payment to constitute an unlawful division of professional fees.

4. COMPENSATION AND BENEFITS

4.1 Base Compensation. Employer shall pay Employee $[AMOUNT] per annum, payable on Employer's regular payroll cycle and consistent with the Delaware Wage Payment and Collection Act (19 Del. C. ch. 11), less lawful withholdings.

4.2 Productivity / Quality Incentives. Employee may earn incentive compensation under Schedule A, structured to comply with the Stark Law and Anti-Kickback Statute.

4.3 Signing Bonus / Relocation. [IF APPLICABLE] Employer shall pay a one-time [signing bonus / relocation allowance] of $[AMOUNT] within [30] days, subject to the pro-rata repayment schedule in Schedule B.

4.4 Benefits. Employee is eligible for Employer's medical, dental, vision, disability, retirement, and other benefit plans on the same terms as similarly situated employees.

4.5 PTO and CME.
☐ PTO accrues at [___] hours per pay period
☐ CME reimbursement up to $[AMOUNT] per calendar year
☐ Up to [___] paid CME leave days annually
☐ Reimbursement of Delaware license, DEA, and Board Certification renewal fees

4.6 Expense Reimbursement. Employer shall reimburse Employee for reasonable, documented business expenses consistent with Employer policy.

5. TERM; RENEWAL; TERMINATION

5.1 Term. The Initial Term begins on the Effective Date and continues for [THREE] years, automatically renewing for successive [ONE-YEAR] Renewal Terms unless either Party gives [90] days' prior written notice of non-renewal.

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

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

5.4 Termination for Cause.
(a) Procedure. Written notice identifying the grounds; [30]-day cure period for curable breaches.
(b) Cause (non-exclusive):
(i) Material breach of this Agreement;
(ii) Loss, suspension, or restriction of Employee's Delaware license, DEA/CSA registration, or hospital privileges;
(iii) Exclusion from any federal or state healthcare program (42 U.S.C. § 1320a-7);
(iv) Conviction of, or nolo plea to, a felony or crime involving moral turpitude;
(v) Willful misconduct or gross negligence in the Services;
(vi) Substantial failure to comply with Employer's compliance program after written warning.

5.5 Effect of Termination. Upon termination, Employer shall pay all earned but unpaid wages, accrued PTO (per policy), and reimbursable expenses on the next regular payday consistent with 19 Del. C. § 1103. Employee shall promptly return Employer property and cooperate in the orderly transfer of patient care, including patient notification consistent with Board of Medical Licensure and Discipline guidance on practice closures and patient abandonment.

5.6 Survival. Sections 6, 7.2, 7.3, 8, 9, 10, and 11 survive termination.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual. Each Party represents that it has full authority to enter into this Agreement and that performance will not violate any other obligation.

6.2 Employee. Employee additionally represents that:
(a) All licenses, certifications, and credentials are current and unrestricted;
(b) Employee is not a party to any non-compete, non-solicitation, or other restriction that would impair performance;
(c) Employee has not been sanctioned, excluded, or convicted as described in Section 5.4(b)(iii)–(iv); and
(d) Employee will immediately disclose any event making any representation untrue.

7. COVENANTS AND RESTRICTIONS

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

7.2 Confidentiality.
(a) Definition. "Confidential Information" includes Employer trade secrets, protected health information under HIPAA, and proprietary business information.
(b) Nondisclosure. Employee shall not use or disclose Confidential Information except as authorized by Employer or required by law.
(c) Return. Upon termination, Employee shall return or securely destroy all Confidential Information.

7.3 Non-Compete — Physicians (VOID under Delaware Law).

(a) Physician Employees. The Parties acknowledge that, under 6 Del. C. § 2707, any covenant not to compete between or among physicians that restricts Employee's right to practice medicine in a particular locale or for a defined period of time after termination of this Agreement is void and unenforceable. No such restriction is imposed by this Agreement.

(b) Permissible Damages Provision (Physicians). Consistent with 6 Del. C. § 2707, in the event Employee terminates this Agreement other than for Employer's material breach, Employee shall pay Employer liquidated damages in an amount reasonably related to Employer's documented investment in Employee (recruitment, signing bonus, relocation, credentialing, training, and unrecouped tail premium), to be calculated under Schedule B. This provision is not intended, and shall not be construed, to restrict Employee's right to practice medicine.

(c) Non-Physician Practitioners (NP/PA/CRNA). [IF APPLICABLE] For a period of [12] months following termination, Employee shall not provide professional services substantially similar to the Services within a [___]-mile radius of Employee's primary practice site. Geographic scope, duration, and reasonableness shall be construed under Delaware common-law principles, and any unenforceable portion shall be reformed to the maximum extent permitted by law.

7.4 Patient and Employee Non-Solicitation. For [ONE] year following termination, Employee shall not knowingly solicit Employer's patients for competitive services, nor solicit Employer's employees to terminate their employment. This Section does not restrict: (i) generalized advertising; (ii) employment discussions initiated by another party; or (iii) responses to unsolicited patient inquiries. Patient access to continuity of care is preserved consistent with applicable ethics rules.

7.5 Patient Records and Continuity of Care. Employee acknowledges that patient medical records are property of Employer (subject to patient access rights under HIPAA and 16 Del. Admin. C. § 4406). Upon termination, Employee shall cooperate with Employer in notifying patients consistent with Board of Medical Licensure and Discipline guidance to avoid claims of patient abandonment.

7.6 Intellectual Property. Any works, inventions, or improvements conceived in the course of employment and relating to Employer's business are work made for hire and belong exclusively to Employer.

7.7 Outside Activities. Employee may engage in outside professional activities only with Employer's prior written consent.

8. DEFAULT; NOTICE AND REMEDIES

8.1 Events of Default. Any uncured material breach, failure to pay undisputed sums within [10] business days of notice, or material violation of compliance policy after warning.

8.2 Notice and Cure. Written notice; [30] days to cure (or [10] days for monetary defaults).

8.3 Remedies. Termination, specific performance, injunctive relief, and recovery of reasonable attorneys' fees and costs. Remedies are cumulative.

9. RISK ALLOCATION

9.1 Indemnification.
(a) Employee. Employee shall indemnify Employer for Losses arising out of Employee's gross negligence, willful misconduct, or violation of Applicable Law.
(b) Employer. Employer shall indemnify Employee for Losses arising out of Employer's business operations to the extent not attributable to Employee.

9.2 Limitation of Liability. Except for indemnification, breaches of confidentiality, or gross negligence/willful misconduct, each Party's aggregate liability is limited to the greater of the Malpractice Insurance limits or $[AMOUNT].

9.3 Malpractice Insurance and Tail Coverage.
(a) Primary Coverage. Employer shall maintain, at Employer's expense, professional liability insurance covering Employee with limits of not less than $[1,000,000] per claim / $[3,000,000] aggregate.
(b) Tail Coverage. If coverage is claims-made, [Employer / Employee] shall procure an extended reporting endorsement ("tail") covering the entire period of Employee's services for at least [___] years following termination. The Parties' allocation of the tail premium is set forth in Schedule C.

(c) Cooperation. Employee shall cooperate with the insurer in the investigation and defense of any claim.

9.4 Force Majeure. Neither Party is liable for delays caused by events beyond reasonable control, including epidemics, governmental orders, or disasters.

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement is governed by Delaware law, without regard to conflict-of-laws principles.

10.2 Forum Selection. Any action shall be brought exclusively in the Delaware Superior Court for [NEW CASTLE / KENT / SUSSEX] County, or, where jurisdiction exists, the United States District Court for the District of Delaware.

10.3 Optional Binding Arbitration. [IF ELECTED] Any dispute shall be finally resolved by confidential binding arbitration administered by the AAA in [CITY], Delaware under its Employment Arbitration Rules. Either Party may seek injunctive relief from a Delaware court pending the award.

10.4 Jury Trial Waiver. [OPTIONAL] Each Party knowingly and voluntarily waives any right to a jury trial in any action arising out of this Agreement.

10.5 Injunctive Relief. Either Party may seek temporary or permanent injunctive relief to enforce Sections 7.2, 7.4, and 7.5 without bond to the extent permitted.

11. GENERAL PROVISIONS

11.1 Amendments. Only in a writing signed by both Parties.
11.2 Assignment. Employee may not assign. Employer may assign to a successor by merger or acquisition that assumes all obligations.
11.3 Severability. If any provision (including any restrictive covenant) is unenforceable, it shall be reformed to the minimum extent necessary, and the remainder shall remain in force.
11.4 Entire Agreement. This Agreement and its Schedules constitute the entire agreement.
11.5 Counterparts; Electronic Signatures. Permitted.
11.6 Notices. In writing, by personal delivery, overnight courier, or certified mail to the addresses below.

12. EXECUTION

13. SCHEDULES AND EXHIBITS

• Schedule A — Productivity & Quality Incentive Plan (Stark/AKS-compliant)
• Schedule B — Signing Bonus / Relocation / Damages Calculation (§ 2707-compliant)
• Schedule C — Tail Coverage Allocation
• Exhibit 1 — Job Description and Performance Metrics
• Exhibit 2 — Acknowledgment of Employer Compliance Program and Policies
• Exhibit 3 — Delegation Agreement (PA only) or Collaborative Agreement (APRN, if applicable)

Sources and References

• 6 Del. C. § 2707 — Agreements not to compete (physician non-compete void)
• 24 Del. C. ch. 17 — Delaware Medical Practice Act
• 24 Del. C. § 1731 — Grounds for discipline (incl. fee-splitting)
• 18 Del. C. ch. 68 — Health-Care Medical Negligence Insurance and Litigation
• 19 Del. C. ch. 11 — Wage Payment and Collection Act
• 42 U.S.C. § 1395nn (Stark); 42 U.S.C. § 1320a-7b(b) (Anti-Kickback)
• 45 C.F.R. Parts 160, 164 (HIPAA)
• Delaware Board of Medical Licensure and Discipline regulations

This template is provided for informational purposes only and must be reviewed by Delaware counsel before use.