Healthcare Employment Agreement (Kentucky)

HEALTHCARE EMPLOYMENT AGREEMENT

(Kentucky — Physician / Advanced Practice Registered Nurse / Physician Assistant)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Duties; Scope of Practice
4. Compensation; Benefits; Stark/AKS Compliance
5. Term; Renewal; Termination
6. Representations & Warranties
7. Restrictive Covenants (Rule of Reason)
8. Malpractice Insurance; Tail Coverage
9. Risk Allocation; Indemnity
10. Dispute Resolution
11. General Provisions
12. Execution Block

1. DOCUMENT HEADER

1.1 Parties

This Healthcare Employment Agreement (the "Agreement") is made effective as of [EFFECTIVE DATE] (the "Effective Date") by and between:

1.2 Recitals

A. Employer is duly organized under Kentucky law and engages in the delivery of professional healthcare services.
B. Employee holds an active, unrestricted Kentucky license and is qualified to render the Services described herein.
C. The Parties enter into this Agreement to comply with the Kentucky Medical Practice Act (KRS ch. 311), the Kentucky Nursing Practice Act (KRS ch. 314), and all other Applicable Law.

NOW, THEREFORE, in consideration of the mutual covenants and the additional consideration described in Section 7.1, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

2. DEFINITIONS

"Applicable Law" — all federal, Kentucky, and local statutes, regulations, board rules, and judicial decisions applicable to the practice of medicine or nursing, including KRS ch. 311, KRS ch. 314, 42 U.S.C. § 1320a-7b (federal Anti-Kickback Statute), 42 U.S.C. § 1395nn (Stark Law), 42 C.F.R. Part 2 (SUD records), and HIPAA (45 C.F.R. Parts 160, 162, 164).

"Confidential Information" — patient-identifying health information protected under HIPAA and KRS § 422.317, trade secrets under the Kentucky Uniform Trade Secrets Act (KRS § 365.880 et seq.), and Employer's proprietary business information.

"Restricted Area" — the geographic area defined in Section 7.2.

"Services" — the professional healthcare services described in Schedule A.

"Tail Coverage" — extended reporting endorsement under a claims-made malpractice policy.

3. ENGAGEMENT; DUTIES; SCOPE OF PRACTICE

3.1 Engagement

Employer hires Employee, and Employee accepts employment, to render the Services on a [full-time / part-time] basis, subject to the terms of this Agreement.

3.2 Scope of Practice

Employee shall practice within the scope authorized by their Kentucky license:

• Physicians: KRS ch. 311; regulations of the Kentucky Board of Medical Licensure (201 KAR ch. 9).
• APRNs: KRS § 314.011(8); collaborative agreement requirements under KRS § 314.042 where applicable for controlled-substance prescribing.
• Physician Assistants: KRS § 311.840–.862; supervising-physician requirements.

3.3 Professional Standards

Employee shall (a) maintain current Kentucky licensure, DEA registration, and any KASPER (Kentucky All Schedule Prescription Electronic Reporting) compliance under KRS § 218A.202; (b) participate in CME required by the applicable board; and (c) comply with Employer's bylaws, policies, and quality-assurance programs.

3.4 Outside Activities

Employee shall not engage in outside clinical activity without Employer's prior written consent. Academic, research, and expert-witness work may be permitted subject to Schedule B.

4. COMPENSATION; BENEFITS; STARK/AKS COMPLIANCE

4.1 Base Salary

Employer shall pay Employee an annual base salary of $[AMOUNT], payable in accordance with Employer's regular payroll practices, less lawful withholdings.

4.2 Productivity / Incentive Compensation

☐ wRVU-based incentive at $[RATE] per wRVU above [THRESHOLD]
☐ Quality / value-based bonus per Schedule C
☐ Net-collections percentage of [___]% above the collection threshold

4.3 Fee-Splitting Prohibition

The Parties acknowledge KRS § 311.595(9), which authorizes discipline for division of fees, or agreeing to divide fees received for professional services, with any person for bringing or referring a patient. Compensation under this Agreement is for Employee's personally performed professional services and bona fide employment and is not consideration for referrals.

4.4 Benefits

Health/dental/vision insurance, retirement plan, paid time off, CME stipend ($[AMOUNT]/year + [___] days), licensure/DEA/board fees, professional dues.

4.5 Sign-On / Retention

☐ Sign-on bonus: $[AMOUNT], payable [SCHEDULE]; repayment if voluntary termination within [___] months.
☐ Educational-loan repayment: $[AMOUNT]/year subject to continued employment.

5. TERM; RENEWAL; TERMINATION

5.1 Initial Term

[___] years from the Effective Date, with automatic one-year renewals unless either Party gives [90 / 180] days' written notice of non-renewal.

5.2 Termination Without Cause

Either Party may terminate without cause upon [90 / 180] days' written notice.

5.3 Termination For Cause by Employer

Immediate termination upon: (a) loss, suspension, or restriction of Kentucky license, DEA registration, or hospital privileges; (b) exclusion from Medicare/Medicaid (42 U.S.C. § 1320a-7); (c) felony conviction or crime of moral turpitude; (d) material breach uncured after [30] days' notice; (e) failure to maintain malpractice insurance; (f) conduct triggering reporting under KRS § 311.595.

5.4 Termination For Cause by Employee

Material breach by Employer uncured after [30] days' notice; failure to pay compensation; material reduction in duties.

5.5 Post-Termination Obligations

Cooperative patient transition consistent with continuity-of-care duties; return of records and property; final accounting within [30] days.

6. REPRESENTATIONS & WARRANTIES

Employee represents: (a) license is active and unrestricted; (b) no pending or threatened board investigation, NPDB report, or malpractice action except as disclosed on Schedule D; (c) not excluded from federal healthcare programs; (d) authorized to enter into this Agreement free of conflicting restrictive covenants.

7. RESTRICTIVE COVENANTS (KENTUCKY RULE OF REASON)

7.1 Independent Consideration

In consideration of the restrictions in this Section 7, Employer is providing Employee with the following independent consideration, the adequacy of which is acknowledged: ☐ initial offer of employment; ☐ signing bonus of $[____]; ☐ promotion to [TITLE]; ☐ specialized training in [DESCRIPTION]; ☐ access to Confidential Information and patient goodwill not previously available; ☐ equity grant of [___].

7.2 Non-Competition

For [12 / 18 / 24] months after termination, Employee shall not, within a [___]-mile radius of Employer's primary practice location at [ADDRESS], render Services in the specialty of [SPECIALTY] to any patient or competing practice. The Parties stipulate this scope is reasonable as to time, geography, and activity under Kentucky's rule of reason.

7.3 Non-Solicitation

For [24] months: no solicitation of (a) Employer's patients seen by Employee during the final [18] months of employment; (b) Employer's employees or contractors.

7.4 Confidentiality

Indefinite for trade secrets under KRS § 365.880 et seq.; [5] years for other Confidential Information. HIPAA-protected PHI is governed by Section 8 of HIPAA Business Associate exhibit.

7.5 Blue-Pencil / Reformation

The Parties acknowledge Kentucky courts may modify overly broad covenants. See Creech v. Brown, 433 S.W.3d 345 (Ky. 2014); Hodges v. Todd, 698 S.W.2d 317 (Ky. App. 1985). Should any provision of this Section 7 be deemed overbroad, the Parties request judicial reformation to the maximum scope enforceable.

7.6 Patient Access

Notwithstanding the foregoing, nothing herein restricts a patient's right to choose their provider or Employee's duty under the Kentucky Board of Medical Licensure to provide records to former patients on request.

8. MALPRACTICE INSURANCE; TAIL COVERAGE

8.1 Coverage

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 limits as required by Employer's hospital affiliations).

8.2 Tail Coverage

If the policy is claims-made, then upon termination:
☐ Employer purchases tail
☐ Employee purchases tail
☐ Cost split [___]%/[___]%
☐ Tail provided at no cost if termination by Employer without cause, by Employee for cause, death, disability, or retirement after [___] years.

8.3 NPDB Reporting

The Parties acknowledge reporting obligations under 42 U.S.C. § 11131 et seq. (National Practitioner Data Bank) for adverse actions and malpractice payments.

9. RISK ALLOCATION; INDEMNITY

Each Party indemnifies the other for losses arising from such Party's gross negligence, willful misconduct, or material breach. Indemnity does not extend to ordinary professional negligence covered by malpractice insurance.

10. DISPUTE RESOLUTION

10.1 Negotiation

Good-faith negotiation for [30] days.

10.2 Mediation

Mediation in [Louisville / Lexington / county seat], Kentucky, before agreeing to arbitration or litigation.

10.3 Forum

Exclusive jurisdiction and venue: [___] Circuit Court, Kentucky, or U.S. District Court for the [Eastern / Western] District of Kentucky.

10.4 Governing Law

This Agreement is governed by Kentucky law without regard to conflict-of-laws principles.

10.5 Injunctive Relief

Either Party may seek injunctive relief in any court of competent jurisdiction to enforce Sections 7 (Restrictive Covenants) and Confidentiality, without bond to the extent permitted by law.

11. GENERAL PROVISIONS

11.1 Entire Agreement; supersedes prior agreements.
11.2 Amendment only in writing signed by both Parties.
11.3 No waiver by course of dealing.
11.4 Severability; survival of Sections 7, 8, 9.
11.5 Assignment: not assignable by Employee; assignable by Employer to successor in interest.
11.6 Notices to addresses in Section 1.1; deemed given upon receipt by certified mail or recognized overnight courier.
11.7 Counterparts; electronic signatures valid under KRS § 369.101 et seq. (Kentucky Uniform Electronic Transactions Act).

12. EXECUTION BLOCK

The Parties have executed this Agreement as of the Effective Date.

SCHEDULES

• Schedule A — Services / Duties / FTE
• Schedule B — Permitted Outside Activities
• Schedule C — Quality / Value-Based Metrics
• Schedule D — Disclosed Prior Claims / Investigations
• Schedule E — HIPAA Workforce Acknowledgment

SOURCES AND REFERENCES

• Charles T. Creech, Inc. v. Brown, 433 S.W.3d 345 (Ky. 2014)
• Hodges v. Todd, 698 S.W.2d 317 (Ky. App. 1985)
• KRS Chapter 311 (Medical Practice Act); KRS § 311.595(9) (fee-splitting)
• KRS Chapter 314 (Nursing); KRS § 311.840–.862 (PAs)
• KRS § 218A.202 (KASPER); KRS § 365.880 et seq. (UTSA)
• 42 U.S.C. § 1320a-7b (AKS); 42 U.S.C. § 1395nn (Stark); 42 C.F.R. §§ 411.357, 1001.952