Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(Maryland — Physician / Nurse Practitioner / Physician Assistant)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Duties; Licensure
4. Compensation & Benefits
5. Term; Renewal; Termination
6. Representations & Warranties
7. Covenants & Restrictions (Including MD Non-Compete Restrictions)
8. Default; Notice & Remedies
9. Risk Allocation (Malpractice / Tail)
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 as of [EFFECTIVE DATE] (the "Effective Date") by and between:

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

(b) [EMPLOYEE NAME, DEGREE/CREDENTIALS], an individual licensed by the [Maryland Board of Physicians / Maryland Board of Nursing / Maryland Board of Physician Assistants] (License No. [__________]) ("Employee").

1.2 Recitals

A. Employer is duly organized under Maryland law and lawfully employs healthcare professionals to deliver healthcare services in Maryland.
B. Employee is duly licensed, qualified, and desires to provide professional healthcare services in accordance with Applicable Law.
C. The Parties wish to set forth the terms of Employee's employment in compliance with the Maryland Medical Practice Act (Md. Code Ann., Health Occ. § 14-101 et seq.), Md. Code Ann., Lab. & Empl. § 3-716, and all other Applicable Law.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

2. DEFINITIONS

"Applicable Law" — All federal, Maryland, and local statutes, regulations, and professional standards governing the Services, including without limitation the Maryland Medical Practice Act, Md. Code Ann., Health Occ. § 14-404 (fee-splitting), 42 U.S.C. § 1395nn (Stark), 42 U.S.C. § 1320a-7b(b) (Anti-Kickback Statute), and HIPAA.

"Base Salary" — The annual salary payable pursuant to Section 4.1(a).

"Board" — The Maryland Board of Physicians, Maryland Board of Nursing, or Maryland Board of Physician Assistants, as applicable.

"Cause" — As defined in Section 5.4(b).

"Confidential Information" — As defined in Section 7.2(a).

"DEA" — The United States Drug Enforcement Administration.

"HB 1388 Threshold" — The $350,000 total annual compensation threshold under Md. Code Ann., Lab. & Empl. § 3-716(b-1), as amended by 2024 Md. Laws ch. ___ (HB 1388), effective July 1, 2025, subject to verification of any subsequent adjustments.

"Malpractice Insurance" — The insurance required under Section 9.3.

"Services" — Professional healthcare and administrative services performed under this Agreement.

"Term" — The period defined in Section 5.1.

3. ENGAGEMENT; DUTIES; LICENSURE

3.1 Employment; Position. Employer hires Employee, and Employee accepts employment, as [TITLE, e.g., "Staff Physician — Internal Medicine"].

3.2 Primary Practice Site. Employee shall principally render Services at [PRIMARY LOCATION] and such additional Maryland sites as Employer reasonably designates, with at least [30] days' prior written notice of any permanent relocation beyond [25] miles.

3.3 Scope of Duties. Employee shall:
(a) Provide professional healthcare services consistent with Applicable Law and Employer's policies;
(b) Maintain complete, contemporaneous medical records in Employer's EHR;
(c) Comply with Employer's quality assurance, peer review, and risk-management programs;
(d) Participate in on-call rotations as scheduled; and
(e) Perform reasonable administrative duties customary to the position.

3.4 Licensure & Credentialing.
(a) Employee shall continuously maintain (i) an unrestricted Maryland professional license; (ii) current board certification if applicable; (iii) valid DEA registration and Maryland CDS registration; and (iv) all required hospital and payer credentials.
(b) Employee shall immediately notify Employer of any investigation, complaint, restriction, or sanction by any Board, the National Practitioner Data Bank ("NPDB"), CMS, or OIG.

3.5 Professional Judgment. Nothing herein shall interfere with Employee's independent clinical judgment in the practice of medicine.

3.6 Fee-Splitting Prohibition. No compensation under this Agreement constitutes prohibited fee-splitting under Md. Code Ann., Health Occ. § 14-404. All productivity-based compensation is structured to comply with Stark, the Anti-Kickback Statute, and the Maryland Patient Referral Law (Health Occ. § 1-301 et seq.).

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 and Md. Code Ann., Lab. & Empl. § 3-501 et seq.
(b) Incentive Compensation. Employee may earn incentive compensation per Schedule A, structured to comply with Stark, AKS, and Md. Health Occ. § 1-301 et seq.
(c) Signing Bonus / Relocation Allowance. [IF APPLICABLE] Employer shall pay $[AMOUNT] within [30] days following the Effective Date, subject to repayment under Schedule B if Employee voluntarily terminates within [__] months.

4.2 Benefits. Employee is eligible for Employer's benefit plans on the same terms as similarly situated employees.

4.3 PTO & CME.
(a) ☐ PTO. Employee accrues [__] hours per pay period inclusive of vacation/sick/personal leave, consistent with the Maryland Healthy Working Families Act, Md. Code Ann., Lab. & Empl. § 3-1301 et seq.
(b) ☐ CME. Employer shall reimburse up to $[AMOUNT] annually and provide [__] CME leave days.

4.4 Expense Reimbursement. Employer shall reimburse reasonable, documented business expenses.

5. TERM; RENEWAL; TERMINATION

5.1 Initial Term. [THREE] years from the Effective Date, with automatic [one-year] renewals unless either Party gives [90] days' prior written notice of non-renewal.

5.2 Termination Without Cause. Either Party may terminate on [90] days' prior written notice.

5.3 Mutual Termination. Termination by mutual written consent at any time.

5.4 Termination for Cause.
(a) Procedure. Written notice identifying grounds; [30]-day cure period for curable breaches.
(b) Cause (non-exclusive):
(i) Material breach of this Agreement;
(ii) Loss, suspension, or restriction of license, DEA/CDS registration, or hospital privileges;
(iii) Exclusion from Medicare, Medicaid, or any federal/state healthcare program;
(iv) Conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude;
(v) Willful misconduct or gross negligence; or
(vi) Material violation of Employer's compliance program or anti-harassment policy.

5.5 Effect of Termination. Employer shall pay all earned but unpaid wages, accrued PTO (per policy), and reimbursable expenses through the termination date within the time required by Md. Code Ann., Lab. & Empl. § 3-505. Employee shall return all Employer property and cooperate in patient-care transition consistent with Maryland Board of Physicians patient-abandonment standards and COMAR 10.32.17.

5.6 Survival. Sections 6, 7.2, 7.3, 7.4, 8, 9, 10, and 11 survive termination.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual. Each Party has full authority to enter into and perform this Agreement.

6.2 Employee. Employee further represents that: (a) all licenses and credentials are current and unrestricted; (b) Employee is not subject to any conflicting restrictive covenant; (c) Employee has not been excluded, sanctioned, or convicted as described in Section 5.4(b); and (d) all NPDB and Board disclosures have been made.

6.3 Survival. Representations survive [two] years post-termination; fraud claims survive without limitation.

7. COVENANTS & RESTRICTIONS

7.1 Compliance with Law. Employee shall perform Services in compliance with Applicable Law and Employer's compliance program.

7.2 Confidentiality.
(a) "Confidential Information" includes Employer's trade secrets, patient information protected under HIPAA and Md. Code Ann., Health-Gen. § 4-301 et seq. (Maryland Confidentiality of Medical Records Act), and proprietary business information.
(b) Employee shall not use or disclose Confidential Information during or after employment except as authorized or required by law.
(c) Upon termination, Employee shall return or securely destroy all Confidential Information.

7.3 Non-Compete — Maryland Restrictions.

(a) Healthcare Professional Direct Patient Care — At or Below Threshold. If Employee is licensed under the Maryland Health Occupations Article, provides direct patient care, and earns total annual compensation at or below the HB 1388 Threshold, then any non-compete or conflict-of-interest provision restricting Employee's right to enter into employment with another employer or to become self-employed in the same or similar business is null and void as against Maryland public policy, and Section 7.3(c) below shall not apply.

(b) Other Low-Wage Employees. If Employee earns at or below the wage threshold in Md. Code Ann., Lab. & Empl. § 3-716(b) (verify current statutory multiplier of Maryland minimum wage), no non-compete applies.

(c) Healthcare Professional Above Threshold — Limited Non-Compete. If Employee is a licensed healthcare professional earning total annual compensation greater than the HB 1388 Threshold, then for [one (1) year, not to exceed twelve (12) months] following termination, Employee shall not, within a radius of [ten (10) miles, not to exceed 10 miles] from Employee's primary place of employment, provide the same or substantially similar professional healthcare services to any person who was a patient of Employer during the [one (1)] year preceding termination. Upon Employee's written request, Employer shall provide a list of patients seen by Employee in the year preceding termination, consistent with HB 1388.

7.4 Patient & Employee Non-Solicitation. During employment and for [one (1)] year thereafter, Employee shall not knowingly solicit Employer's employees to terminate employment or solicit Employer's patients to leave Employer's practice, provided that this Section does not restrict generalized advertising, communications initiated by patients/employees, or activities protected by law (including patient choice of provider).

7.5 Intellectual Property. Works and inventions conceived in the scope of employment are works-made-for-hire belonging to Employer; Employee assigns all rights therein.

7.6 Outside Activities. Outside professional activities (teaching, consulting, expert witness work) require Employer's prior written consent.

8. DEFAULT; NOTICE & REMEDIES

8.1 Events of Default. Any uncured Cause event; failure to pay undisputed wages within [10] Business Days of written notice; material compliance-program violation after written warning.

8.2 Notice & Cure. Written notice; [30] days to cure ([10] days for monetary defaults).

8.3 Remedies. Termination on written notice, specific performance, injunctive relief, and recovery of reasonable attorneys' fees and costs (subject to Md. Code Ann., Cts. & Jud. Proc. § 14-102).

8.4 Cumulative. Remedies are cumulative and non-exclusive.

9. RISK ALLOCATION

9.1 Indemnification.
(a) Employee indemnifies Employer for Losses arising from Employee's gross negligence, willful misconduct, or violation of Applicable Law outside the scope of Services.
(b) Employer indemnifies Employee for Losses arising from Employer's business operations to the extent not attributable to Employee.

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

9.3 Malpractice Insurance & Tail.
(a) Coverage. Employer shall maintain professional liability insurance covering Employee with limits of not less than $[1,000,000] per claim / $[3,000,000] aggregate, consistent with Maryland Health Care Alternative Dispute Resolution requirements.
(b) Tail / Extended Reporting. If claims-made coverage applies, Employer [or Employee, per negotiation] shall procure tail coverage for not less than [three (3)] years (or the applicable Maryland statute of repose period) following termination. Allocate tail premium responsibility (☐ Employer pays ☐ Employee pays ☐ Pro-rata) in Schedule C.
(c) Cooperation. Employee shall cooperate fully with the insurer in investigation and defense of claims.

9.4 Force Majeure. Neither Party is liable for delay caused by events beyond reasonable control; payment obligations for Services rendered are not excused.

10. DISPUTE RESOLUTION

10.1 Governing Law. Maryland law governs, without regard to conflict-of-laws principles.

10.2 Forum. Exclusive jurisdiction in the Circuit Court for [COUNTY], Maryland, or the U.S. District Court for the District of Maryland.

10.3 Optional Arbitration.

Upon mutual written election, disputes shall be resolved by binding arbitration in [CITY], Maryland, administered by AAA under its Employment Arbitration Rules before a single arbitrator licensed in Maryland.

10.4 Jury Waiver (Optional). EACH PARTY KNOWINGLY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

10.5 Injunctive Relief. Either Party may seek injunctive relief to enforce Sections 7.2–7.4 without bond to the extent permitted by Md. Rule 15-503.

11. GENERAL PROVISIONS

11.1 Amendments & Waivers. In writing, signed by both Parties.
11.2 Assignment. Employee may not assign. Employer may assign to a successor by merger, consolidation, or asset acquisition.
11.3 Severability; Reformation. Invalid provisions are reformed to the minimum extent necessary to render enforceable; remainder remains in effect.
11.4 Entire Agreement. This Agreement, with Schedules/Exhibits, is the entire agreement.
11.5 Counterparts; Electronic Signatures. Counterparts and electronic signatures permitted under the Maryland Uniform Electronic Transactions Act, Md. Code Ann., Com. Law § 21-101 et seq.
11.6 Notices. Personal delivery, overnight courier, or certified mail to addresses below.
11.7 Construction. Headings for convenience only; drafter rule waived.

12. EXECUTION BLOCK

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

13. SCHEDULES & EXHIBITS

• Schedule A — Productivity & Quality Incentive Plan (Stark/AKS-compliant)
• Schedule B — Signing Bonus / Relocation Repayment Terms
• Schedule C — Tail Coverage Allocation
• Exhibit 1 — Job Description & Performance Metrics
• Exhibit 2 — Acknowledgment of Employer Compliance Program & HIPAA Policies

SOURCES AND REFERENCES

• Md. Code Ann., Lab. & Empl. § 3-716 — Non-compete restrictions
• 2024 Md. Laws HB 1388 — Healthcare provider non-compete restriction, effective July 1, 2025
• Md. Code Ann., Health Occ. § 14-101 et seq. — Maryland Medical Practice Act
• Md. Code Ann., Health Occ. § 14-404 — Fee-splitting prohibition
• Md. Code Ann., Health-Gen. § 4-301 et seq. — Maryland Confidentiality of Medical Records Act
• Md. Code Ann., Lab. & Empl. § 3-501 et seq.; § 3-1301 et seq. — Wage Payment; Healthy Working Families
• COMAR 10.32.17 — Termination of physician-patient relationship