HEALTHCARE PROFESSIONAL EMPLOYMENT AGREEMENT

(Florida – Comprehensive Template)

[// GUIDANCE: This template is drafted for use by Florida‐based healthcare employers (e.g., physician groups, hospitals, clinics) hiring a licensed healthcare professional. Bracketed text (“[ ]”) denotes fields for customization. Strategic drafting notes appear in GUIDANCE comments; delete all GUIDANCE comments and unused bracketed options in the execution version.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Employment; Duties
   3.2 Term; Renewal
   3.3 Compensation; Benefits
   3.4 Scheduling; Time Off
   3.5 Conditions Precedent
4. Representations & Warranties
5. Covenants & Restrictions
   5.1 Confidential Information
   5.2 Non-Competition
   5.3 Non-Solicitation
   5.4 Non-Disparagement
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification (Malpractice)
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

Healthcare Professional Employment Agreement (“Agreement”) made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [PRACTICE ENTITY NAME], a [Florida corporation / professional limited liability company] with its principal place of business at [ADDRESS] (“Employer”); and

• [PROFESSIONAL FULL LEGAL NAME], [degree/license type, e.g., M.D., D.O., APRN, PA-C], residing at [ADDRESS] (“Employee”).

Recitals
A. Employer operates a healthcare practice duly organized and existing under the laws of the State of Florida.
B. Employee is duly licensed and qualified to practice [profession] in Florida and desires to render professional services for Employer.
C. Employer desires to employ Employee, and Employee desires to accept such employment, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Undefined capitalized terms have the meanings assigned elsewhere in this Agreement.

“Applicable Law” means all federal, state, and local statutes, regulations, rules, and professional standards governing the Parties, including without limitation Chapter 456, Florida Statutes, the Florida Medical Practice Act, HIPAA, and the Controlled Substances Act.

“Base Compensation” means the salary set forth in Section 3.3(a).

“Business Day” means any day other than Saturday, Sunday, or a Florida-recognized legal holiday.

“Cause” has the meaning assigned in Section 6.1(b).

“Confidential Information” has the meaning assigned in Section 5.1(a).

“Disability” has the meaning assigned in Section 6.1(c).

“Malpractice Claim” means any claim or suit alleging professional negligence, malpractice, or violation of a healthcare standard of care arising out of services rendered by Employee within the scope of employment.

“Non-Competition Period” has the meaning assigned in Section 5.2(a).

“Patient Records” means all medical and billing records pertaining to patients treated by Employee on behalf of Employer.

[Add additional defined terms as required by the transaction.]

3. OPERATIVE PROVISIONS

3.1 Employment; Duties

(a) Employer hereby employs Employee as [Job Title – e.g., “Staff Physician”]. Employee shall:
i. Provide professional healthcare services consistent with Applicable Law and Employer’s policies;
ii. Maintain proper and complete medical records;
iii. Comply with quality assurance, peer review, and utilization management programs;
iv. Perform administrative duties reasonably assigned; and
v. Devote [full-time / part-time ___ hours per week] to Employer.

(b) Employee shall report to [Medical Director / Board of Managers] or such other designee as Employer may reasonably appoint.

[// GUIDANCE: Consider adding a Schedule A for detailed duty description and performance metrics.]

3.2 Term; Renewal

(a) Initial Term. The employment term begins on the Effective Date and continues for [__] years (the “Initial Term”), unless earlier terminated pursuant to Article 6.

(b) Automatic Renewal. Upon expiration of the Initial Term, this Agreement automatically renews for successive one-year terms (each, a “Renewal Term”) unless either Party delivers written non-renewal notice at least [90] days before the end of the then-current term.

3.3 Compensation; Benefits

(a) Base Compensation. Employer shall pay Employee an annualized base salary of $[AMOUNT], payable in accordance with Employer’s normal payroll cycle, subject to withholdings and deductions required by law.

(b) Incentive Compensation. Employee is eligible for incentive compensation based on [productivity / quality metrics / collections] as set forth on Schedule B.

(c) Benefits. Employee shall be entitled to participate in Employer’s benefit plans (health, 401(k), CME allowance, etc.) on the same terms as similarly situated employees, subject to plan documents and Applicable Law.

(d) Reimbursement of Business Expenses. Employer shall reimburse reasonable, properly documented business expenses incurred in good faith.

3.4 Scheduling; Time Off

(a) Work Schedule. Employee shall provide services during [standard business hours] and such additional on-call or after-hours coverage as reasonably required.

(b) PTO and Leave. Employee is entitled to [__] days of paid time off per contract year, plus the following leaves: [CME, parental, sick, etc.]

3.5 Conditions Precedent

Employer’s obligations are subject to Employee’s:
i. Maintaining an active, unrestricted Florida license to practice [profession];
ii. Maintaining current DEA registration (if controlled substances will be prescribed);
iii. Passing credentialing, background, and OIG exclusion checks;
iv. Providing proof of current certifications (e.g., ACLS, BLS); and
v. Providing evidence of mandatory vaccination or exemption consistent with Employer policy.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that:
(a) It has full power and authority to enter into and perform this Agreement;
(b) This Agreement constitutes a valid and binding obligation enforceable against it; and
(c) Its execution and performance do not breach any other agreement or violate Applicable Law.

4.2 Employee Specific Representations. Employee further represents and warrants that:
(a) Licensure. Employee holds and shall maintain an active, unrestricted Florida license and any required specialty board certification.
(b) No Proceedings. Employee is not currently subject to any disciplinary action, investigation, or malpractice claim that would impair performance.
(c) Compliance. Employee is not excluded from participation in Medicare, Medicaid, or any federal or state healthcare program.

4.3 Survival. The representations and warranties in this Article 4 survive termination of this Agreement for [24] months.

5. COVENANTS & RESTRICTIONS

5.1 Confidential Information

(a) Definition. “Confidential Information” includes Employer’s trade secrets, patient lists, pricing, marketing strategies, and any protected health information (“PHI”) under HIPAA.
(b) Non-Disclosure. Employee shall not disclose Confidential Information except as authorized by Employer or required by law.
(c) Return or Destruction. Upon termination, Employee shall promptly return or securely destroy all Confidential Information and certify destruction upon request.

5.2 Non-Competition

(a) Covenant. During employment and for [12–24] months thereafter (the “Non-Competition Period”), Employee shall not, within [15] miles of any facility at which Employee provided services during the last 12 months of employment, engage in the practice of [profession] in competition with Employer.

(b) Legitimate Business Interests. The Parties acknowledge this restriction is reasonable and necessary to protect Employer’s legitimate business interests as defined in Fla. Stat. § 542.335(1)(b).

(c) Blue-Pencil. If any covenant is found unenforceable, a court shall modify it to the minimum extent necessary to render it enforceable.

[// GUIDANCE: Ensure duration and geographic scope align with current Florida non-compete jurisprudence. Fla. Stat. § 542.335 presumptively allows physician non-competes ≤ 2 years post-employment.]

5.3 Non-Solicitation

Employee shall not, during employment and for [24] months thereafter, directly or indirectly solicit:
i. Any patient who received services from Employer within the preceding 24 months;
ii. Any employee or independent contractor of Employer to terminate or alter such relationship; or
iii. Any vendor or payor to reduce or terminate business with Employer.

5.4 Non-Disparagement

Employee will refrain from making false or misleading statements that could harm Employer’s reputation, and Employer shall instruct its officers to refrain from same toward Employee.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Employee Default. The following constitute defaults by Employee:
i. Material breach of this Agreement not cured within [10] Business Days after written notice;
ii. Loss, suspension, or restriction of professional license or DEA registration;
iii. Conviction of a felony or crime involving moral turpitude;
iv. Exclusion from Medicare/Medicaid; or
v. Gross negligence, willful misconduct, or repeated substandard clinical performance.

(b) Employer Default. Employer is in default if it materially breaches any obligation and fails to cure within [30] days after written notice.

(c) Disability. If Employee is unable to perform essential duties for [90] consecutive days or [120] days in the aggregate within any 12-month period, Employer may terminate for Disability.

6.2 Remedies

(a) Termination. Upon uncured default, the non-defaulting Party may terminate this Agreement immediately by written notice.

(b) Graduated Consequences. In addition to termination, the non-defaulting Party may pursue:
i. Specific performance or injunctive relief;
ii. Recovery of damages;
iii. Repayment of unearned compensation or advances; and
iv. Reasonable attorneys’ fees and costs.

(c) Cumulative Remedies. All rights and remedies are cumulative and may be exercised concurrently or separately.

7. RISK ALLOCATION

7.1 Indemnification (Malpractice)

(a) Employer Indemnity. Employer shall defend, indemnify, and hold Employee harmless from any Malpractice Claim arising solely from Employer’s policies, facilities, equipment malfunctions, or acts/omissions of other personnel, except to the extent caused by Employee’s negligence or willful misconduct.

(b) Employee Indemnity. Employee shall defend, indemnify, and hold Employer harmless from any Malpractice Claim or regulatory penalty caused by Employee’s negligence, willful misconduct, or violation of Applicable Law.

(c) Procedure. The indemnified Party must promptly provide notice of any claim and reasonably cooperate in the defense.

7.2 Limitation of Liability

Except for indemnification, gross negligence, willful misconduct, or breach of Section 5, each Party’s aggregate liability under this Agreement is capped at the greater of:
(i) the limits of the professional liability insurance required under Section 7.3; or
(ii) [two] times Employee’s total compensation earned in the 12 months preceding the claim.

7.3 Insurance

Employer shall maintain professional liability insurance covering Employee with limits of not less than [ $1,000,000 per claim / $3,000,000 aggregate] (or such higher statutory minimums). Employer shall provide certificates of insurance upon request.

7.4 Force Majeure

Neither Party is liable for failure to perform due to events beyond its reasonable control (e.g., natural disasters, pandemics, governmental orders) if it provides prompt notice and resumes performance as soon as feasible.

8. DISPUTE RESOLUTION

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

8.2 Forum Selection. The Parties submit to the exclusive jurisdiction of the state courts of [COUNTY], Florida for all actions arising under this Agreement, except as provided in Section 8.3.

8.3 Arbitration (Optional). [Option A – Include] Any controversy arising out of this Agreement shall be resolved by confidential binding arbitration administered by the American Arbitration Association in accordance with its Healthcare Arbitration Rules, conducted in [CITY, FL]. Judgment upon the award may be entered in any court having jurisdiction.
[Option B – Omit]

8.4 Jury Trial Waiver (Optional). [EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT.]

8.5 Injunctive Relief. Notwithstanding Section 8.3, either Party may seek temporary, preliminary, or permanent injunctive relief in the state courts identified in Section 8.2 to enforce Sections 5 or 6 without posting bond.

9. GENERAL PROVISIONS

9.1 Amendments; Waivers. No amendment or waiver is effective unless in a writing signed by both Parties. A waiver is effective only for the specific instance and purpose given.

9.2 Assignment. Employer may assign this Agreement to an affiliate or successor by merger or asset sale upon 30 days’ notice. Employee may not assign or delegate any rights or duties without Employer’s prior written consent.

9.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be modified to the minimum extent necessary to render it enforceable.

9.4 Integration. This Agreement, together with Schedules A–[ ], constitutes the entire understanding and supersedes all prior discussions, representations, or agreements between the Parties relating to the subject matter.

9.5 Electronic Signatures; Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and delivered via electronic signature or PDF, each of which is deemed an original and together constitute one instrument.

9.6 Notices. All notices must be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses first listed above (or any updated address designated in writing). Notice is deemed given upon receipt or refusal.

10. EXECUTION BLOCK

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

[Notary Block – optional under Florida law for healthcare employment agreements; complete if required by organizational policy or funding agency.]

SCHEDULE A – DUTIES & PERFORMANCE METRICS

[Detail clinical duties, patient encounter expectations, chart completion timelines, quality indicators, etc.]

SCHEDULE B – INCENTIVE COMPENSATION FORMULA

[Specify wRVU thresholds, collection percentages, quality bonuses, with illustrative examples.]

[// GUIDANCE:
1. Verify non-compete parameters against current practice location data and Fla. Stat. § 542.335 requirements (duration ≤ 2 years presumptively reasonable).
2. Confirm insurance limits align with Fla. Admin. Code and hospital bylaws.
3. Delete “Option A” or “Option B” for arbitration and finalize jury waiver clause based on client preference.]