Healthcare Employment Agreement (Maine)

HEALTHCARE EMPLOYMENT AGREEMENT

(Maine — Physician / Nurse Practitioner / Physician Assistant)

1. PARTIES AND EFFECTIVE DATE

This Healthcare Employment Agreement (the "Agreement") is entered into as of [__/__/____] (the "Effective Date") between:

Employer and Employee are referred to collectively as the "Parties."

2. RECITALS

A. Employer operates a healthcare practice in the State of Maine and is authorized to employ healthcare professionals consistent with the Maine Medical Practice Act (32 M.R.S. ch. 48) and related licensing statutes.

B. Employee is duly licensed and qualified to provide professional healthcare services in Maine and desires to be employed by Employer on the terms below.

C. The Parties intend that this Agreement comply with all applicable federal and Maine law, including the federal Stark Law (42 U.S.C. § 1395nn), the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), HIPAA, and the Maine Non-Compete Restrictions Act (26 M.R.S. § 599-A).

3. ADVANCE NOTICE OF RESTRICTIVE COVENANTS (26 M.R.S. § 599-A)

Employee acknowledges that:

☐ Employer disclosed in the written offer of employment dated [__/__/____] that a noncompete agreement would be required as a condition of employment;

☐ Employer delivered a copy of this Agreement (including the restrictive covenants in Section 10) not less than three (3) business days before Employee was required to sign; and

☐ Employee had a reasonable opportunity to review the restrictive covenants with counsel of Employee's choosing.

4. POSITION; DUTIES; SCOPE OF PRACTICE

4.1 Position. Employer employs Employee as [Staff Physician / Nurse Practitioner / Physician Assistant] in the specialty of [SPECIALTY].

4.2 Primary Site. Employee shall principally render Services at [PRIMARY LOCATION] and such additional Maine sites as Employer may reasonably designate within [___] miles.

4.3 Duties. Employee shall:
(a) Provide professional services consistent with the standard of care and within Employee's licensed scope of practice;
(b) Maintain accurate medical records in Employer's EHR system;
(c) Participate in on-call, peer review, quality assurance, and credentialing programs;
(d) For NPs: practice consistent with 32 M.R.S. ch. 31 and Board of Nursing rules (Maine permits independent NP practice after the required transition-to-practice period);
(e) For PAs: practice consistent with 32 M.R.S. ch. 112 and any required collaboration / practice agreement.

4.4 Licensing & Credentialing. Employee shall maintain at all times:
☐ Unrestricted Maine professional license
☐ Current DEA registration (if applicable)
☐ Current Maine controlled-substances prescribing privileges (if applicable)
☐ Board certification (if represented in 6.2)
☐ Hospital and payer credentials as required by Employer

4.5 Professional Judgment. Nothing in this Agreement shall interfere with Employee's independent clinical judgment exercised in accordance with Maine law and the standard of care.

5. COMPENSATION AND BENEFITS

5.1 Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per annum, payable in accordance with Employer's standard payroll practices and subject to required withholdings.

5.2 Productivity / Incentive Compensation. Set forth in Schedule A. Any productivity formula must be structured to comply with the Stark Law personal services exception and AKS safe harbors; volume- or value-based payments tied to federally reimbursable referrals are prohibited.

5.3 Signing Bonus / Relocation. ☐ Not applicable. ☐ Employer shall pay a one-time bonus of $[AMOUNT], subject to the repayment schedule in Schedule B if Employee voluntarily terminates within [___] months.

5.4 Benefits. Employee is eligible to participate in Employer's health, dental, retirement, and other benefit plans on the same terms as similarly situated employees.

5.5 CME. Employer shall reimburse up to $[AMOUNT] per year and provide [___] CME days.

5.6 Final Wages. All earned, unpaid wages and accrued vacation (per Employer policy) shall be paid in accordance with 26 M.R.S. § 626 (no later than the employee's next established payday).

5.7 Expense Reimbursement. Employer shall reimburse reasonable, documented business expenses pursuant to Employer policy.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual. Each Party represents that it has full authority to enter into this Agreement and that this Agreement is enforceable in accordance with its terms.

6.2 Employee. Employee represents and warrants that:
(a) All licenses, certifications, and credentials are current and unrestricted;
(b) Employee is not subject to any other agreement that would restrict performance under this Agreement;
(c) Employee has never been excluded from any federal or state healthcare program (OIG, SAM, MaineCare);
(d) Employee has not been the subject of any adverse action reportable to the National Practitioner Data Bank ("NPDB") except as disclosed in writing; and
(e) Employee will immediately notify Employer of any change to (a)–(d).

7. TERM AND TERMINATION

7.1 Initial Term. [Three (3)] years from the Effective Date, automatically renewing for successive [one-year] terms unless either Party gives [ninety (90)] days' written notice of non-renewal.

7.2 Termination Without Cause. Either Party may terminate upon [ninety (90)] days' prior written notice.

7.3 Termination for Cause by Employer. Employer may terminate immediately upon:
(a) Loss, suspension, or material restriction of Employee's Maine license, DEA, or hospital privileges;
(b) Exclusion from Medicare, Medicaid (MaineCare), or any federal healthcare program;
(c) Conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude or healthcare fraud;
(d) Material uncured breach of this Agreement after thirty (30) days' written notice;
(e) Willful misconduct, gross negligence, or violation of Employer's compliance program; or
(f) Any conduct posing imminent risk to patient safety.

7.4 Termination for Cause by Employee. Employee may terminate upon Employer's material breach uncured within thirty (30) days' written notice.

7.5 Effect of Termination.
(a) Employer pays all earned but unpaid wages, accrued PTO (per policy), and reimbursable expenses per 26 M.R.S. § 626.
(b) Employee returns all Employer property and cooperates in orderly transition of patient care.
(c) Patient notification shall comply with Maine Board of Licensure in Medicine guidance on practice transitions and continuity of care.

8. MALPRACTICE INSURANCE AND TAIL COVERAGE

8.1 Coverage. Employer shall maintain professional liability insurance covering Employee with limits of not less than $[1,000,000] per claim and $[3,000,000] aggregate.

8.2 Tail / Extended Reporting.
☐ If claims-made: ☐ Employer shall purchase tail coverage at termination; ☐ Employee shall purchase tail coverage; ☐ The Party initiating termination without Cause bears the tail cost.
☐ If occurrence-based: No tail required.

8.3 Cooperation. Employee shall cooperate fully with the carrier in the investigation and defense of any claim, including post-termination.

9. CONFIDENTIALITY; HIPAA; RECORDS

9.1 Confidential Information. Employee shall not, during or after employment, use or disclose Employer's confidential business information, trade secrets, or protected health information except as authorized or required by law.

9.2 HIPAA / 42 C.F.R. Part 2. Employee shall comply with all federal privacy laws and Employer's Notice of Privacy Practices.

9.3 Medical Records Ownership. Medical records are the property of Employer, subject to patient access rights under 22 M.R.S. § 1711-C and HIPAA. Upon termination, copies for continuity of care shall be provided consistent with Maine Board guidance.

9.4 Return of Property. Upon termination, Employee returns or destroys all Confidential Information.

10. RESTRICTIVE COVENANTS (26 M.R.S. §§ 599-A AND 599-B)

10.1 Wage Threshold Acknowledgement (§ 599-A(4)). Employer represents that Employee's annual wages exceed 400% of the federal poverty level, and therefore the wage-threshold prohibition in 26 M.R.S. § 599-A(4) does not apply.

10.2 Non-Compete. During employment and for [twelve (12)] months following termination, Employee shall not, within a radius of [___] miles of any practice site at which Employee regularly provided Services during the final twelve (12) months of employment, directly or indirectly:
(a) Engage in the clinical practice of [SPECIALTY]; or
(b) Be employed by, own, or consult with any competing practice providing the same services.

This restriction is reasonably necessary to protect Employer's legitimate business interests, including patient goodwill, confidential information, and investment in Employee's credentialing and integration.

10.3 Non-Solicitation of Patients. During employment and for [eighteen (18)] months thereafter, Employee shall not solicit for competing services any patient seen by Employee or by Employer's practice during the final twenty-four (24) months of employment. This restriction does not prohibit responding to a patient's unsolicited request or to a bona fide medical emergency.

10.4 Non-Solicitation of Employees / No-Hire (§ 599-B). During employment and for [twelve (12)] months thereafter, Employee shall not solicit Employer's employees to leave Employer; provided that this clause does not constitute a prohibited "restrictive employment agreement" between employers under 26 M.R.S. § 599-B.

10.5 Reformation. If any restriction in this Section 10 is held overbroad, the court is authorized and requested to reform the restriction to the minimum extent necessary to render it enforceable.

10.6 Buy-Out Option. ☐ Employee may elect to be released from the non-compete in Section 10.2 by paying liquidated damages of $[AMOUNT], representing a reasonable estimate of Employer's loss.

11. COMPLIANCE WITH STARK, AKS, AND FEE-SPLITTING

11.1 Stark / AKS. All compensation under this Agreement is intended to qualify for the bona fide employment exception (Stark) and applicable AKS safe harbors. No payment is conditioned on, or varies with, the volume or value of referrals for federally reimbursable services in any manner that would violate those laws.

11.2 Fee-Splitting. Compensation hereunder reflects the fair market value of Services personally rendered by Employee and is not contingent on referrals.

11.3 Exclusion Screening. Employer shall conduct monthly OIG LEIE and SAM exclusion screening.

12. DISPUTE RESOLUTION

12.1 Governing Law. This Agreement is governed by the laws of the State of Maine, without regard to conflict-of-laws principles.

12.2 Forum. Any action shall be brought exclusively in the Maine Superior Court for [___] County or the U.S. District Court for the District of Maine.

12.3 Injunctive Relief. Either Party may seek temporary, preliminary, or permanent injunctive relief to enforce Sections 9 and 10 without posting bond to the extent permitted by law.

12.4 Attorneys' Fees. In any action arising out of this Agreement, the prevailing Party is entitled to recover reasonable attorneys' fees and costs.

12.5 Arbitration (Optional). ☐ Disputes (other than requests for injunctive relief under Section 12.3) shall be resolved by binding arbitration administered by the AAA under its Employment Arbitration Rules, seated in [Portland / Bangor], Maine.

13. GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement, including all Schedules, is the entire agreement and supersedes all prior negotiations.

13.2 Amendment. Only in writing signed by both Parties.

13.3 Assignment. Employee may not assign. Employer may assign to a successor by merger, asset sale, or reorganization.

13.4 Severability. Invalid provisions shall be reformed or severed; the remainder remains in force.

13.5 Notices. In writing, delivered personally, by overnight courier, or by certified mail to the addresses below.

13.6 Counterparts; Electronic Signatures. Permitted under Maine UETA, 10 M.R.S. ch. 1051.

14. SIGNATURES

SCHEDULES AND EXHIBITS

• Schedule A — Productivity & Quality Incentive Plan
• Schedule B — Signing Bonus / Relocation Repayment Terms
• Exhibit 1 — Job Description and Call Schedule
• Exhibit 2 — Acknowledgment of Compliance Program, HIPAA Policies, and Section 599-A Disclosure
• Exhibit 3 — Form of Tail Coverage Election

SOURCES AND REFERENCES

• 26 M.R.S. § 599-A — Noncompete agreements: https://legislature.maine.gov/statutes/26/title26sec599-A.html
• 26 M.R.S. § 599-B — Restrictions on restrictive employment agreements
• 32 M.R.S. ch. 48 — Maine Medical Practice Act (allopathic physicians)
• 32 M.R.S. ch. 36 — Osteopathic physicians
• 32 M.R.S. ch. 31 — Maine State Board of Nursing
• 32 M.R.S. ch. 112 — Physician assistants
• 26 M.R.S. § 626 — Cessation of employment; payment of unpaid wages
• 42 U.S.C. § 1395nn (Stark); 42 U.S.C. § 1320a-7b(b) (AKS)

This template requires customization by a Maine-licensed attorney before execution.