Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(Idaho — Physician / Nurse Practitioner / Physician Assistant)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Duties & Authority
4. Compensation & Benefits
5. Term; Renewal; Termination
6. Representations & Warranties
7. Restrictive Covenants
8. Default; Notice & Remedies
9. Risk Allocation & Malpractice Coverage
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 effective as of [EFFECTIVE DATE] by and between:

(a) [EMPLOYER NAME], an Idaho [professional service corporation / professional limited liability company / hospital district / nonprofit corporation] with its principal place of business at [ADDRESS], Idaho (the "Employer"); and

(b) [EMPLOYEE NAME, M.D./D.O./N.P./P.A.], an individual licensed by the Idaho State Board of Medicine (or the Idaho Board of Nursing for APRNs) under License No. [____________] (the "Employee").

1.2 Recitals

A. Employer operates a healthcare practice authorized to deliver professional services under the laws of the State of Idaho, including the Idaho Medical Practice Act (Idaho Code Title 54, ch. 18).
B. Employee is duly licensed in Idaho and desires to provide professional healthcare services on the terms set forth herein.
C. The Parties intend that this Agreement comply with Idaho Code § 44-2701 et seq., the Idaho Medical Practice Act, and all federal healthcare laws including Stark and Anti-Kickback.

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

2. DEFINITIONS

"Applicable Law" — All federal, Idaho, and local statutes, regulations, and professional standards governing the Services, including without limitation Idaho Code Title 54, ch. 18; Idaho Code § 44-2701 et seq.; the Stark Law (42 U.S.C. § 1395nn); the Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); HIPAA (45 C.F.R. Parts 160 and 164); and applicable Board of Medicine or Board of Nursing rules.

"Base Salary" — The annual compensation in Section 4.1(a).

"Board Certification" — Certification by the American Board of [SPECIALTY] or comparable certifying body.

"Cause" — The events described in Section 5.4(b).

"Confidential Information" — Has the meaning in Section 7.2(a).

"DEA" — The U.S. Drug Enforcement Administration.

"Key Employee" — An employee meeting the criteria of Idaho Code § 44-2704 (i.e., among the highest paid 5% of the employer's employees or otherwise satisfying the statutory test, such that the rebuttable presumption of irreparable harm applies — to the extent enforceable under current Idaho law).

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

"Services" — The professional healthcare and administrative duties performed 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 accepts employment, as a [Staff Physician / Nurse Practitioner / Physician Assistant] — [SPECIALTY].

3.2 Primary Practice Site. Employee shall principally render Services at [PRIMARY LOCATION], [COUNTY], Idaho, and at such other sites within a [___] mile radius as Employer reasonably designates upon [30] days' prior written notice.

3.3 Scope of Duties. Employee shall:
(a) Provide professional healthcare services in conformity with Applicable Law, Employer policies, and the standard of care prevailing in the relevant Idaho community;
(b) Maintain accurate, complete, and timely medical records in Employer's EHR;
(c) Participate in 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 the position.

3.4 Scope of Practice. Employee shall practice only within the scope of practice authorized for Employee's license under Idaho law. For PAs and APRNs, Employee shall practice in accordance with any applicable delegation, collaboration, or practice agreement on file with the Idaho Board of Medicine or Board of Nursing.

3.5 Licensing & Credentialing.
(a) Employee shall at all times maintain (i) an unrestricted Idaho professional license, (ii) current Board Certification where applicable, (iii) valid DEA registration, and (iv) all hospital and payer credentials reasonably required.
(b) Employee shall immediately notify Employer of any investigation, restriction, suspension, or revocation of any license, registration, or credential.

3.6 Professional Judgment. Nothing herein shall interfere with Employee's independent professional judgment in the practice of medicine or nursing consistent with the standard of care.

3.7 Prohibition on Fee-Splitting. Consistent with Idaho Code § 54-1814(8), neither Party shall divide professional fees with any person, institution, or corporation in exchange for the referral of patients. Compensation under this Agreement reflects fair market value for Services and is not conditioned on the volume or value of referrals.

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, subject to required withholdings under Idaho and federal law.
(b) Incentive Compensation. Employee may earn incentive compensation per Schedule A, structured to comply with Stark, Anti-Kickback, and Idaho Code § 54-1814(8).
(c) Signing Bonus / Relocation. [IF APPLICABLE] Employer shall pay $[AMOUNT] within [30] days of the Effective Date, subject to repayment if Employee terminates within [___] months (see Schedule B).

4.2 Benefits. Employee shall be eligible for Employer's group health, dental, retirement, and other benefit plans on the same terms as similarly situated employees.

4.3 PTO & CME.
(a) PTO. Employee shall accrue paid time off at a rate of [___] hours per pay period.
(b) CME. Employer shall reimburse Employee up to $[AMOUNT] annually for continuing medical education and shall provide up to [___] CME leave days per year.

4.4 Expense Reimbursement. Employer shall reimburse Employee for reasonable, documented business expenses (licensing fees, DEA, medical society dues, malpractice premiums where Employer-funded, travel).

4.5 Wage Payment Compliance. Final wages upon termination shall be paid in accordance with the Idaho Wage Payment Act, Idaho Code § 45-606.

5. TERM; RENEWAL; TERMINATION

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

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

5.3 Mutual. The Parties may terminate by mutual written agreement.

5.4 For Cause.
(a) Procedure. Written notice identifying the grounds; [30]-day cure period for curable breaches.
(b) Cause includes:
(i) Material breach of this Agreement;
(ii) Loss, suspension, or material restriction of license, DEA registration, or hospital privileges;
(iii) Exclusion from Medicare, Medicaid, or any federal/state healthcare program;
(iv) Conviction of, or nolo contendere plea to, a felony or crime of moral turpitude;
(v) Willful misconduct or gross negligence;
(vi) Violation of Employer's compliance, anti-harassment, or substance-abuse policies; or
(vii) Death or disability rendering Employee unable to perform essential functions for [90] consecutive days.

5.5 Effect of Termination. Employer shall pay all earned but unpaid Base Salary, accrued PTO per policy, and approved expense reimbursements within the period required by Idaho Code § 45-606. Employee shall return all Employer property and cooperate in patient transition.

5.6 Survival. Sections 6, 7, 8, 9, 10, and 11 survive termination.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual. Each Party represents that (a) it has authority to enter and perform this Agreement, (b) this Agreement is valid and binding, and (c) execution does not violate any other obligation.

6.2 Employee. Employee further represents that (a) all licenses, certifications, and registrations are current and unrestricted; (b) Employee is not a party to any agreement that would restrict performance hereunder; (c) Employee has not been sanctioned, excluded, or convicted as described in Section 5.4(b); and (d) Employee will promptly disclose any event making a representation inaccurate.

6.3 Survival. Representations and warranties survive for [TWO] years, except fraud or intentional misrepresentation, which survive indefinitely.

7. RESTRICTIVE COVENANTS

7.1 Confidentiality.
(a) "Confidential Information" includes Employer's trade secrets, patient PHI under HIPAA, financial data, business strategies, and proprietary information.
(b) Employee shall not, during or after employment, use or disclose Confidential Information except as authorized or required by law.
(c) Upon termination, Employee shall return or securely destroy all Confidential Information.

7.2 Covenant Not to Compete.
(a) For a period of [TWELVE (12) — EIGHTEEN (18)] months following termination, Employee shall not, within a radius of [___] miles of any Employer practice site at which Employee regularly provided Services during the [twelve (12)] months preceding termination, engage in the practice of [SPECIALTY] in direct competition with Employer.
(b) The Parties acknowledge this covenant is supported by adequate consideration and is reasonable in duration, geographic scope, and line of business as required by Idaho Code § 44-2701 and § 44-2703.
(c) If a court finds any portion of this covenant overly broad, the Parties expressly authorize judicial reformation (blue-penciling) under Idaho Code § 44-2703 to the maximum scope enforceable.
(d) This covenant does not prohibit Employee from providing emergency medical care, even within the restricted area.

7.3 Patient & Employee Non-Solicitation.
For [TWELVE (12)] months after termination, Employee shall not (a) knowingly solicit Employer's patients for competing services or (b) solicit Employer's employees or contractors to terminate their engagement, except for generalized advertising or activity protected by law.

7.4 Key Employee Acknowledgment. Employee acknowledges that Employee [is / is not] a "Key Employee" within the meaning of Idaho Code § 44-2704, and that the protections of this Section 7 are necessary to safeguard Employer's legitimate business interests including patient relationships, goodwill, and Confidential Information.

7.5 Patient Access. Notwithstanding any provision in this Section 7, Employee shall reasonably cooperate in continuity of care, and Employer shall not interfere with a patient's right to choose Employee as a treating provider where required by Idaho or federal law.

7.6 Intellectual Property. Works created within the scope of employment are works made for hire and belong to Employer; Employee assigns all rights therein to Employer.

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

8. DEFAULT; NOTICE & REMEDIES

8.1 Events of Default. Each of the following is an Event of Default: (a) any uncured Cause event under Section 5.4(b); (b) failure to pay any undisputed monetary obligation within [10] business days after written notice; or (c) material breach of any restrictive covenant in Section 7.

8.2 Notice & Cure. Written notice required; [30] days to cure non-monetary defaults, [10] days to cure monetary defaults.

8.3 Remedies. Upon an Event of Default, the non-defaulting Party may (a) terminate; (b) seek injunctive relief and specific performance; (c) recover damages; and (d) recover reasonable attorneys' fees and costs under Idaho Code § 12-120 and § 12-121 if applicable.

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

9. RISK ALLOCATION & MALPRACTICE COVERAGE

9.1 Indemnification.
(a) By Employee. Employee shall indemnify Employer from Losses arising out of Employee's gross negligence, willful misconduct, or violation of Applicable Law, or Services rendered outside the scope of this Agreement.
(b) By Employer. Employer shall indemnify Employee from Losses arising out of Employer's business operations or acts/omissions of Employer (other than Employee).

9.2 Limitation of Liability. Except for indemnity obligations, breaches of confidentiality, or gross negligence/willful misconduct, each Party's aggregate liability is limited to the greater of (x) the Malpractice Insurance limits in Section 9.3 or (y) $[AMOUNT].

9.3 Insurance.
(a) Professional Liability. Employer shall maintain professional liability coverage on Employee with limits not less than $[1,000,000] per claim / $[3,000,000] aggregate, consistent with prevailing Idaho hospital and group practice norms.
(b) Tail (Extended Reporting) Coverage. If coverage is claims-made, the Parties shall procure tail coverage of not less than [seven (7)] years, sufficient to cover claims arising during the Term but reported after termination. The cost of tail coverage shall be borne by: [☐ Employer / ☐ Employee / ☐ shared 50/50 / ☐ allocated based on reason for termination].
(c) Cooperation. Employee shall fully cooperate in claim investigation, defense, and any pre-litigation panel proceedings under Idaho Code § 6-1001.

9.4 Force Majeure. Neither Party is liable for delay caused by events beyond reasonable control (natural disaster, pandemic, war, governmental order), provided prompt notice is given. Payment obligations for Services rendered are not excused.

10. DISPUTE RESOLUTION

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

10.2 Forum. Subject to Section 10.3, exclusive venue lies in the state district court of [COUNTY] County, Idaho, or the U.S. District Court for the District of Idaho.

10.3 Optional Arbitration.

(a) Upon written mutual election, any dispute (other than for injunctive relief under Section 10.5) shall be resolved by confidential binding arbitration administered by AAA under its Employment Arbitration Rules.
(b) The arbitration shall occur in [CITY], Idaho, before a single arbitrator licensed in Idaho.
(c) The arbitrator may award attorneys' fees to the prevailing party. Judgment may be entered on the award in any court of competent jurisdiction.

10.4 Jury Waiver (Optional).
EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

10.5 Injunctive Relief. Notwithstanding any other provision, either Party may seek injunctive relief in the courts identified in Section 10.2 to enforce Section 7 (Restrictive Covenants), without the requirement of posting bond to the extent permitted by Idaho law.

11. GENERAL PROVISIONS

11.1 Amendments. No amendment is effective unless in writing and signed by both Parties.

11.2 Assignment. Employee may not assign. Employer may assign to a successor by merger, consolidation, or acquisition that assumes Employer's obligations in writing.

11.3 Severability; Reformation. Invalid provisions shall be reformed to the minimum extent necessary; the remainder of the Agreement remains in full force. The Parties expressly invoke the reformation authority recognized in Idaho Code § 44-2703.

11.4 Entire Agreement. This Agreement, together with all Schedules and Exhibits, is the entire agreement, superseding all prior agreements on the subject matter.

11.5 Counterparts; Electronic Signature. Counterparts permitted; electronic signatures (DocuSign, PDF) deemed originals under the Idaho Uniform Electronic Transactions Act, Idaho Code § 28-50-101 et seq.

11.6 Notices. All notices in writing, delivered personally, by overnight courier, or by certified mail, return receipt requested, to the addresses below.

11.7 Construction. Headings for convenience; no rule of construction against the drafter.

12. EXECUTION BLOCK

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

Acknowledgments by Employee (initial each):

☐ I have read and understand Section 7 (Restrictive Covenants) and acknowledge consideration for the same.
☐ I have had the opportunity to consult independent legal counsel regarding this Agreement.
☐ I acknowledge the fee-splitting prohibition of Idaho Code § 54-1814(8) and agree compensation reflects fair market value.

13. SCHEDULES & EXHIBITS

• Schedule A — Productivity & Quality Incentive Plan
• Schedule B — Signing Bonus / Relocation Repayment Terms
• Exhibit 1 — Job Description & Performance Metrics
• Exhibit 2 — Compliance Program Acknowledgment
• Exhibit 3 — Delegation / Collaboration Agreement (PA/APRN, if applicable)

SOURCES AND REFERENCES

• Idaho Code § 44-2701 et seq. — Idaho Covenants Not to Compete Act
• Idaho Code § 44-2703 — Reasonableness; reformation (blue-pencil) authority
• Idaho Code § 44-2704 — Key employee presumption (note 2018 amendments via S.B. 1287a)
• Idaho Code Title 54, ch. 18 — Medical Practice Act
• Idaho Code § 54-1814(8) — Fee-splitting prohibition
• Idaho Code § 45-606 — Idaho Wage Payment Act
• Idaho Code § 7-901 et seq. — Idaho Uniform Arbitration Act
• 42 U.S.C. § 1395nn — Stark Law
• 42 U.S.C. § 1320a-7b(b) — Anti-Kickback Statute
• 45 C.F.R. Parts 160 & 164 — HIPAA Privacy and Security Rules

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