Healthcare Employment Agreement (Louisiana)

HEALTHCARE EMPLOYMENT AGREEMENT

(Louisiana — Physician / Nurse Practitioner / Physician Assistant)

1. PARTIES AND RECITALS

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

(a) [EMPLOYER NAME], a Louisiana [professional medical corporation / LLC / hospital / clinic] with its principal place of business at [ADDRESS, PARISH], Louisiana ("Employer"); and

(b) [EMPLOYEE NAME, DEGREE/CREDENTIALS], an individual holding an unrestricted Louisiana license issued by the [Louisiana State Board of Medical Examiners / Louisiana State Board of Nursing / Louisiana State Board of Medical Examiners (PA Committee)], License No. [__________] ("Employee").

Recitals. Employer provides licensed healthcare services in Louisiana and desires to employ Employee. Employee is duly licensed under the Louisiana Medical Practice Act, La. R.S. § 37:1261 et seq., and desires to render Services for Employer under the terms herein.

2. POSITION, DUTIES, AND SCOPE OF PRACTICE

2.1 Title and Site. Employee is engaged as [TITLE — e.g., Staff Physician — Internal Medicine] at [PRIMARY SITE, PARISH] and such additional sites within [PARISH] Parish and contiguous parishes as Employer may reasonably designate upon at least [30] days' written notice.

2.2 Scope of Practice. Employee shall practice strictly within the scope authorized by the applicable Louisiana licensing board and in accordance with:

• La. R.S. § 37:1261 et seq. (physicians);
• La. R.S. § 37:911 et seq. (advanced practice registered nurses, including collaborative-practice agreements under La. R.S. § 37:913); or
• La. R.S. § 37:1360.21 et seq. (physician assistants, including supervising physician requirements).

2.3 Professional Judgment. Nothing herein shall require Employee to render services in violation of professional judgment, applicable licensing-board rules, or the Louisiana Medical Practice Act.

2.4 Credentialing. Employee shall maintain (i) unrestricted Louisiana licensure; (ii) DEA and Louisiana Controlled Dangerous Substance (CDS) registrations (La. R.S. § 40:973); (iii) board certification if applicable; and (iv) staff privileges where required. Employee shall promptly notify Employer of any investigation, restriction, or adverse action.

3. COMPENSATION

3.1 Base Salary. Employer shall pay Employee an annual Base Salary of $[AMOUNT], payable in accordance with Employer's payroll cycle, subject to required withholdings.

3.2 Productivity / Incentive Compensation. Employee may earn incentive compensation per Schedule A, structured to comply with Stark (42 U.S.C. § 1395nn), the Anti-Kickback Statute (42 U.S.C. § 1320a-7b), and the Louisiana fee-splitting prohibition under La. R.S. § 37:1285(A)(20).

3.3 Benefits, PTO, CME. Employee shall be eligible for Employer's benefit plans; shall accrue paid time off at [__________]; and shall receive an annual CME allowance of $[AMOUNT] with up to [__________] CME days.

3.4 Final Wages. Upon termination, Employer shall pay all earned wages within the time required by La. R.S. §§ 23:631-632.

4. TERM AND TERMINATION

4.1 Initial Term. [THREE] years from the Effective Date, unless earlier terminated.

4.2 Without Cause. Either Party may terminate on [90] days' written notice.

4.3 For Cause. Employer may terminate immediately upon: (a) loss/suspension/restriction of license, DEA/CDS registration, or staff privileges; (b) exclusion from Medicare/Medicaid; (c) felony conviction or crime of moral turpitude; (d) gross negligence or willful misconduct; (e) material uncured breach after [30] days' notice; or (f) failure to maintain malpractice coverage / Patient's Compensation Fund qualification.

4.4 Post-Termination Obligations. Employee shall cooperate in patient hand-off in compliance with LSBME guidance on patient abandonment and shall not interfere with continuity of care.

5. MALPRACTICE INSURANCE AND PATIENT'S COMPENSATION FUND

5.1 Coverage. Employer shall maintain professional liability insurance with limits of not less than $[100,000] per claim / $[300,000] aggregate as required for "qualified health care provider" status under La. R.S. § 40:1231.2(A)(1).

5.2 PCF Qualification. Employer shall enroll Employee as a qualified health care provider under the Louisiana Patient's Compensation Fund (La. R.S. § 40:1231.4) and pay all PCF surcharges. Employee shall cooperate with PCF enrollment requirements.

5.3 Tail Coverage. If claims-made coverage is used, Employer shall procure extended reporting (tail) coverage for at least [the applicable Louisiana three-year statute of repose under La. R.S. § 9:5628] after termination.

5.4 Cooperation. Employee shall cooperate with all Medical Review Panel proceedings and litigation defense.

6. CONFIDENTIALITY AND COMPLIANCE

6.1 Confidential Information. Employee shall not use or disclose Employer's confidential information, trade secrets (La. R.S. § 51:1431 et seq.), or patient PHI except as permitted by HIPAA, 45 C.F.R. Parts 160-164, and Louisiana medical records statutes (La. R.S. § 40:1165.1).

6.2 Patient Records. All patient records are property of Employer subject to physician access rights under LSBME rules.

6.3 Compliance Program. Employee shall comply with Employer's compliance program, Stark, the Anti-Kickback Statute, and the Louisiana fee-splitting rule.

7. RESTRICTIVE COVENANTS (LA. R.S. § 23:921; 2024 LA. ACTS NO. 273)

7.1 Physician Non-Compete (if Employee is a Physician). To the extent permitted by La. R.S. § 23:921(C) and (P) (as added by 2024 La. Acts No. 273):

(a) Duration. The restriction shall not extend more than two (2) years from Employee's date of separation from Employer.

(b) Geographic Scope. The restriction is limited to the parish in which Employee's principal practice is located — [__________] Parish — and the following contiguous parishes (no more than two) in which Employer carries on a similar business: [__________] and [__________].

(c) Maximum Enforceability Window. Notwithstanding any other provision, the non-compete shall expire three (3) years after the Effective Date if Employee is a primary care physician, or five (5) years after the Effective Date if Employee is a specialist physician (La. R.S. § 23:921(P)).

(d) Rural Carve-Out. This Section does not apply if Employee is employed by or under contract with a rural hospital (as defined in the Louisiana Rural Hospital Preservation Act, La. R.S. § 40:1189.1 et seq.) or by a federally qualified health center operating in a rural parish, in which case no non-compete is enforceable.

7.2 Non-APRN/PA Non-Compete. For non-physician employees, any non-compete shall comply with the standard La. R.S. § 23:921(C) requirements: specification of parishes/municipalities, duration not exceeding two (2) years from separation, and a similar competing business.

7.3 Non-Solicitation. During employment and for [two (2) years] thereafter, Employee shall not solicit Employer's patients or employees for competing services, subject to the geographic and durational limits of La. R.S. § 23:921.

7.4 Reformation. If any restrictive covenant exceeds statutory limits, the Parties intend the provision to be reformed to the maximum scope permitted by Louisiana law, consistent with SWAT 24 Shreveport Bossier, Inc. v. Bond, 808 So. 2d 294 (La. 2001), and its progeny.

8. DISPUTE RESOLUTION

8.1 Governing Law. Louisiana law governs without regard to conflict-of-laws principles.

8.2 Venue / Forum. Exclusive venue lies in the state district court for [__________] Parish, Louisiana. La. R.S. § 23:921(A)(2) voids forum-selection clauses requiring litigation outside Louisiana for Louisiana employees.

8.3 Medical Malpractice Claims. Patient malpractice claims are governed by the mandatory pre-suit Medical Review Panel process of La. R.S. § 40:1231.8.

8.4 Arbitration (Optional). [If elected] Employment-related disputes may be resolved by binding arbitration in [CITY], Louisiana, under the AAA Employment Arbitration Rules, except that claims subject to the Medical Review Panel and claims for injunctive relief to enforce Section 7 are excluded.

8.5 Injunctive Relief. Either Party may seek injunctive relief without bond to enforce confidentiality or any enforceable restrictive covenant.

9. GENERAL PROVISIONS

9.1 Entire Agreement. This Agreement and its Schedules constitute the entire agreement.

9.2 Amendment. Only by writing signed by both Parties.

9.3 Assignment. Employee may not assign. Employer may assign to a successor that assumes obligations in writing.

9.4 Severability / Reformation. Invalid provisions shall be reformed to the maximum extent permitted; the remainder remains in force.

9.5 Counterparts; Electronic Signatures. Permitted under La. R.S. § 9:2607 (Louisiana Uniform Electronic Transactions Act).

9.6 Notices. Written notices delivered personally, by certified mail, or by overnight courier to the addresses below.

10. ACKNOWLEDGMENTS

☐ Employee has read La. R.S. § 23:921 (as amended by 2024 La. Acts No. 273) and acknowledges the restrictive covenants in Section 7.

☐ Employee acknowledges enrollment as a qualified health care provider under the Louisiana Patient's Compensation Fund.

☐ Employee acknowledges receipt of Employer's compliance program and HIPAA policies.

☐ Employee has been advised to consult independent counsel before execution.

11. EXECUTION

SCHEDULES

• Schedule A — Productivity / Incentive Compensation Plan (Stark / AKS / La. R.S. § 37:1285(A)(20) compliant)
• Schedule B — Job Description and Call Coverage
• Schedule C — Restrictive Covenant Parish Map (principal + up to two contiguous parishes)
• Schedule D — Malpractice Insurance Certificate and PCF Qualification

SOURCES AND REFERENCES

• La. R.S. § 23:921 (Restraint of business; non-competes): https://law.justia.com/codes/louisiana/revised-statutes/title-23/rs-23-921/
• 2024 La. Acts No. 273: https://legis.la.gov/legis/ViewDocument.aspx?d=1380721
• Louisiana Medical Practice Act, La. R.S. § 37:1261 et seq.
• La. R.S. § 40:1231.1 et seq. (Medical Malpractice Act / PCF)
• Louisiana State Board of Medical Examiners: https://www.lsbme.la.gov