HEALTHCARE EMPLOYMENT AGREEMENT

State of Illinois

[// GUIDANCE: This template is designed for the employment of a licensed healthcare professional (e.g., physician, advanced practice nurse, physician assistant, dentist, therapist) in the State of Illinois. Replace all bracketed placeholders and adapt optional provisions (*) as appropriate. Verify all statutory/regulatory references before final execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Duties; Term
4. Licensure and Qualifications
5. Compensation and Benefits
6. Professional Liability Insurance
7. Covenants and Restrictions
8. Indemnification
9. Limitation of Liability
10. Default and Remedies
11. Risk Allocation
12. Dispute Resolution
13. General Provisions
14. Execution Block

1. DOCUMENT HEADER

This Healthcare Employment Agreement (“Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], an Illinois [corporation/professional LLC], with its principal business address at [ADDRESS] (“Employer” or “Practice”), and [CLINICIAN FULL NAME], an individual licensed to practice [PROFESSION] in the State of Illinois, residing at [ADDRESS] (“Employee” or “Clinician”). Employer and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. Employer is duly organized and authorized to employ healthcare professionals for the provision of medical and ancillary services within the State of Illinois.
B. Employee is duly licensed and qualified to practice [PROFESSION] under the Illinois Medical Practice Act of 1987, 225 ILCS 60/et seq. (for physicians) [or identify relevant licensing statute].
C. Employer desires to employ Employee, and Employee desires to accept such employment, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms shall have the meanings set forth below. Terms defined in the singular include the plural and vice versa.

“AAA” means the American Arbitration Association.

“Base Compensation” means the annualized salary payable to Employee pursuant to Section 5.1, exclusive of Incentive Compensation and Benefits.

“Benefits” has the meaning assigned in Section 5.3.

“Clinician Services” means the professional [medical/dental/therapy/etc.] services customarily rendered by a licensed [PROFESSION] under Illinois law and Employer’s policies, including but not limited to [describe scope].

“Confidential Information” has the meaning set forth in Section 7.3.

“Facility” means Employer’s offices, clinics, and all other locations at which Employer directs Employee to provide Clinician Services.

“Incentive Compensation” has the meaning assigned in Section 5.2.

“Malpractice Insurance” has the meaning assigned in Section 6.1.

“Non-Competition Period” has the meaning set forth in Section 7.4(a).

“Patient Records” means all information in whatever form, electronic or otherwise, relating to the treatment of any patient of the Practice.

“Restricted Area” has the meaning set forth in Section 7.4(a).

[// GUIDANCE: Add or delete defined terms to match final draft.]

3. OPERATIVE PROVISIONS

3.1 Engagement and Duties

(a) Employer hereby employs Employee, and Employee hereby accepts employment, to render Clinician Services at the Facility and such other sites as Employer may reasonably designate.
(b) Employee shall devote [FULL-TIME / PART-TIME – specify hours or FTE] professional efforts to Employer, perform all duties in accordance with the prevailing standard of care, and comply with Employer’s policies, bylaws, and quality assurance programs.
(c) Employee shall not, without Employer’s prior written consent, engage in any other professional or business activity that materially interferes with Employee’s duties hereunder.

3.2 Term

(a) Initial Term. The employment shall commence on the Effective Date and continue for [NUMBER] years (the “Initial Term”), unless earlier terminated pursuant to Article 10.
(b) Renewal. The Agreement shall automatically renew for successive [ONE-YEAR] terms (each, a “Renewal Term”) unless either Party delivers written notice of non-renewal at least [90] days before the end of the Initial Term or the then-current Renewal Term. The Initial Term together with all Renewal Terms are referred to herein as the “Term.”

3.3 Conditions Precedent

Employer’s obligations under this Agreement are conditioned upon:
(i) Employee maintaining an active, unrestricted Illinois license to practice [PROFESSION];
(ii) Employee’s eligibility for coverage under Employer’s Malpractice Insurance; and
(iii) Employee’s satisfactory completion of pre-employment credentialing and background checks.

4. LICENSURE AND QUALIFICATIONS

4.1 License Maintenance. Employee shall at all times maintain in good standing all professional licenses, DEA registration, and board certifications required for the lawful performance of Clinician Services in Illinois.

4.2 Continuing Education. Employee shall satisfy all continuing medical education (“CME”) or equivalent requirements, including any Illinois-mandated courses (e.g., opioid prescribing, domestic violence, implicit bias training), and shall provide Employer with documentation of completion upon request.

4.3 Reporting. Employee shall promptly notify Employer in writing of:
(a) Any investigation, complaint, or disciplinary action by the Illinois Department of Financial and Professional Regulation (“IDFPR”) or any other licensing body;
(b) Any malpractice claim, subpoena, or governmental inquiry relating to Employee’s professional practice; and
(c) Any circumstance that may reasonably impair Employee’s ability to perform duties hereunder.

5. COMPENSATION AND BENEFITS

5.1 Base Compensation. Employer shall pay Employee a base salary of [$___] per annum, payable in accordance with Employer’s standard payroll practices and subject to required withholdings.

5.2 Incentive Compensation. Employee shall be eligible to earn additional incentive compensation based on performance metrics set forth in Schedule A. Incentive Compensation, if earned, shall be calculated and paid [quarterly/annually] within [XX] days after the close of the applicable measuring period.

5.3 Benefits. During the Term, Employee shall be entitled to participate in Employer’s employee benefit plans (collectively, “Benefits”), including [health insurance, 401(k), paid time off, CME stipend, etc.], subject to the terms and eligibility requirements of each plan.

5.4 Reimbursement of Expenses. Employer shall reimburse Employee for reasonable, documented business expenses incurred in the performance of duties, in accordance with Employer’s expense reimbursement policy.

[// GUIDANCE: Insert default provisions for late payment, interest, set-off rights, clawback, etc., if desired.]

6. PROFESSIONAL LIABILITY INSURANCE

6.1 Coverage. Employer shall maintain professional liability insurance (“Malpractice Insurance”) covering Employee for acts or omissions within the scope of employment with limits of not less than [ $1,000,000 per claim / $3,000,000 aggregate ] or such higher limits as may be required by law or Employer’s policies.

6.2 Tail Coverage. If Employer’s Malpractice Insurance is written on a claims-made basis and not converted to an occurrence basis upon termination, [Employer / Employee] shall procure tail coverage extending for at least [two (2)] years after the Term. The cost of such tail coverage shall be borne by [Employer / Employee / split].

6.3 Cooperation. Employee shall promptly notify Employer of any incident that could reasonably give rise to a malpractice claim and shall cooperate fully in the investigation and defense of any such claim.

7. COVENANTS AND RESTRICTIONS

7.1 Confidential Information

Employee acknowledges that during employment Employee will have access to Employer’s Confidential Information, including but not limited to patient lists, proprietary protocols, pricing, and trade secrets. Employee shall not, during or after the Term, disclose or use Confidential Information except as required to perform duties hereunder or as permitted by law.

7.2 Non-Solicitation of Employees and Patients

During the Term and for [one (1) year] thereafter, Employee shall not, directly or indirectly, solicit or induce (a) any employee or independent contractor of Employer to terminate or modify their relationship with Employer, or (b) any patient treated by Employee during employment to obtain professional services from a competing provider, except where patient choice mandates otherwise.

7.3 Non-Competition

(a) Restricted Period and Area. For [one (1) year] following the Term (the “Non-Competition Period”), Employee shall not, within a [15-mile] radius of any Facility where Employee provided Clinician Services on a regular basis during the twelve (12) months preceding termination (the “Restricted Area”), engage in the practice of [PROFESSION] in competition with Employer.
(b) Reasonableness. The Parties acknowledge that the duration and geographic scope herein are reasonable, narrowly tailored to protect Employer’s legitimate business interests, and comply with Illinois public policy, including any limitations set forth in the Illinois Freedom to Work Act, 820 ILCS 90/et seq.
(c) Carve-Outs. The restrictions of this Section 7.3 shall not prohibit Employee from:
(i) Engaging in academic or charitable medical activities not in competition with Employer; or
(ii) Providing emergency medical care.

[// GUIDANCE: Review current Illinois non-compete statutes, including wage thresholds and mandatory disclosures, to ensure compliance.]

7.4 Intellectual Property

All inventions, discoveries, improvements, or works of authorship conceived or reduced to practice by Employee in the course of employment that relate to Employer’s business shall be Employer’s sole property.

8. INDEMNIFICATION

8.1 Employee Indemnity. Employee shall indemnify, defend, and hold harmless Employer, its affiliates, and their officers, directors, and employees (collectively, the “Employer Indemnified Parties”) from and against any and all claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Employee’s gross negligence or willful misconduct, or (b) any breach by Employee of Sections 4, 6, or 7.

8.2 Employer Indemnity. Employer shall indemnify, defend, and hold harmless Employee from and against any and all claims, damages, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Employer’s gross negligence or willful misconduct, or (b) any breach by Employer of its obligations under Section 6.

8.3 Malpractice Claims. The Parties intend that Malpractice Insurance shall be the primary source of coverage for professional liability claims; indemnity obligations shall apply only to the extent insurance proceeds are unavailable.

9. LIMITATION OF LIABILITY

Except for (i) a Party’s indemnification obligations under Article 8, (ii) a breach of Section 7 (Covenants and Restrictions), or (iii) liability that cannot be limited under applicable law, each Party’s aggregate liability arising out of this Agreement shall not exceed the greater of (a) the limits of applicable Malpractice Insurance actually available to pay such claim, or (b) [$__].

10. DEFAULT AND REMEDIES

10.1 Events of Default. An “Event of Default” shall occur upon:
(a) Material breach of this Agreement that remains uncured for [30] days after written notice;
(b) Failure to maintain required licensure or Malpractice Insurance;
(c) Exclusion, suspension, or debarment from any federal or state healthcare program;
(d) Conviction of a felony or crime of moral turpitude; or
(e) Substance abuse materially impairing performance.

10.2 Employer Remedies. Upon an Event of Default by Employee, Employer may (in addition to any other rights):
(i) Terminate employment immediately;
(ii) Seek injunctive relief pursuant to Section 12.2;
(iii) Offset amounts owed to Employee against damages.

10.3 Employee Remedies. Upon an Event of Default by Employer, Employee may:
(i) Terminate employment;
(ii) Recover unpaid compensation and Benefits;
(iii) Seek injunctive relief pursuant to Section 12.2.

10.4 Attorneys’ Fees. The prevailing Party in any dispute arising hereunder shall be entitled to recover reasonable attorneys’ fees and costs.

11. RISK ALLOCATION

11.1 Insurance Procurement. Employer warrants that it carries, and will maintain, commercial general liability, property, and cyber liability insurance in commercially reasonable amounts.

11.2 Force Majeure. Neither Party shall be liable for failure to perform caused by events beyond its reasonable control, including acts of God, pandemic, governmental orders, or labor disputes, provided the affected Party gives prompt notice and uses diligent efforts to resume performance.

11.3 Regulatory Change. If a change in law or regulation materially affects either Party’s performance, the Parties shall negotiate in good faith to amend this Agreement to preserve its original intent. If unable to do so within [30] days, either Party may terminate upon written notice.

12. DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflicts-of-law principles.

12.2 Injunctive Relief. Each Party agrees that a breach of Sections 7 (Covenants and Restrictions) or 8 (Indemnification) would cause irreparable harm for which monetary damages are inadequate, and that, in such event, the non-breaching Party shall be entitled to temporary, preliminary, and permanent injunctive relief without the necessity of posting bond.

12.3 Forum Selection. Any action arising out of this Agreement shall be brought exclusively in the state courts of [COUNTY], Illinois.

12.4 Arbitration (Optional). [CHECK ONE]
☐ Arbitration Elected. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the AAA under its Healthcare Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
☐ Arbitration Declined. The Parties retain their rights to litigate disputes in the forum provided in Section 12.3.

12.5 Jury Waiver (Optional). [If arbitration is declined and jury waiver is desired] THE PARTIES HEREBY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT.

13. GENERAL PROVISIONS

13.1 Amendment and Waiver. No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

13.2 Assignment. Employee may not assign or delegate any rights or obligations hereunder without Employer’s prior written consent. Employer may assign this Agreement to any successor in interest to its business, provided the successor assumes all obligations herein.

13.3 Severability. If any provision is held unenforceable, the provision shall be reformed to the minimum extent necessary to render it enforceable and the remaining provisions shall continue in full force.

13.4 Entire Agreement. This Agreement, together with its schedules and any contemporaneously executed Business Associate Agreement, constitutes the entire agreement of the Parties and supersedes all prior oral or written understandings.

13.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures delivered electronically shall be deemed original and binding.

13.6 Notices. All notices shall be in writing and delivered (i) by hand, (ii) by certified mail, return receipt requested, or (iii) by nationally recognized overnight courier, to the addresses first set forth above (or as later changed by notice). Notice is deemed given when received or refused.

14. EXECUTION BLOCK

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

[// GUIDANCE: Add notarization and/or witness lines only if required under local rules or institutional policy.]

SCHEDULE A – INCENTIVE COMPENSATION PLAN

[Detail RVU thresholds, quality metrics, payer mix adjustments, productivity bonus formulas, etc.]

SCHEDULE B – BENEFITS SUMMARY

[Attach plan brochures, PTO matrix, CME allowance, relocation assistance, etc.]