Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(Minnesota — Physician / Nurse Practitioner / Physician Assistant)

1. PARTIES AND RECITALS

This Healthcare Employment Agreement (the "Agreement") is entered into as of [EFFECTIVE DATE] by and between:

Recitals.
A. Employer is duly organized under Minnesota law to deliver professional healthcare services consistent with Minn. Stat. ch. 147 and related licensing statutes.
B. Employee is duly licensed and qualified to render the Services described herein.
C. The Parties intend to comply with all Applicable Law, including the Minnesota Medical Practice Act and the federal Stark and Anti-Kickback Statutes.

2. ENGAGEMENT; DUTIES; SCOPE OF PRACTICE

2.1 Employment; Position. Employer hires Employee, and Employee accepts employment, as [TITLE — e.g., Staff Physician, Family Medicine / Certified Nurse Practitioner / Physician Assistant].

2.2 Primary Practice Site. Employee shall principally render Services at [PRIMARY SITE] and such additional sites within [COUNTY], Minnesota as Employer may reasonably designate on at least ☐ days' written notice.

2.3 Scope of Practice. Employee shall perform Services strictly within the scope authorized by Employee's Minnesota license and, for PAs/APRNs, within any required collaborative practice or delegation agreement. APRNs practicing independently must satisfy the practice-hour requirements of Minn. Stat. § 148.171, subd. 13.

2.4 Licensure & Credentials. Employee shall at all times maintain:
☐ Active unrestricted Minnesota professional license;
☐ Current DEA registration (if prescribing);
☐ Board certification in [SPECIALTY] (or eligibility);
☐ NPDB clearance and all hospital/payer credentials reasonably required by Employer.

2.5 Reporting Obligations. Employee shall immediately notify Employer in writing of any (i) malpractice claim, demand, or suit; (ii) license action, investigation, or restriction; (iii) NPDB report; or (iv) exclusion or sanction by Medicare, Medicaid, or any payer.

2.6 Professional Judgment. Nothing in this Agreement shall be construed to interfere with Employee's independent professional judgment in the diagnosis and treatment of patients.

3. COMPENSATION AND BENEFITS

3.1 Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per annum, payable per Employer's standard payroll schedule, less lawful withholdings.

3.2 Incentive / Productivity. Employee may earn additional compensation under Schedule A (wRVU / quality / panel-size metrics) structured to comply with the Stark Law personal-services exception (42 C.F.R. § 411.357(d)) and the Anti-Kickback Statute employee safe harbor (42 C.F.R. § 1001.952(i)).

3.3 Fee-Splitting Prohibition. No compensation paid hereunder constitutes a division of professional fees prohibited by Minn. Stat. § 147.091, subd. 1(p). Compensation is for personal services actually rendered; no portion is paid for patient referrals.

3.4 Benefits; PTO; CME. Employee shall be eligible for Employer's group health, dental, retirement, and disability plans. PTO accrues at ☐ hours per pay period. Employer shall reimburse up to $[AMOUNT] per year for CME plus ☐ paid CME days.

3.5 Final Wages. On termination, Employer shall pay all earned wages within the time required by Minn. Stat. § 181.13 (discharge) or § 181.14 (resignation).

4. TERM; TERMINATION

4.1 Initial Term. The Term commences on the Effective Date and continues for [THREE] years (the "Initial Term"), with automatic [ONE-YEAR] renewals unless either Party gives at least [90] days' written notice of non-renewal.

4.2 Termination Without Cause. Either Party may terminate this Agreement without Cause on at least [90] days' written notice.

4.3 Termination for Cause (by Employer, immediate upon written notice):
(a) Loss, suspension, restriction, or non-renewal of license, DEA registration, or hospital privileges;
(b) Exclusion or debarment from any federal or state healthcare program;
(c) Conviction of, or nolo plea to, a felony or crime of moral turpitude;
(d) Material breach uncured within ☐ days after written notice;
(e) Willful misconduct, gross negligence, or violation of Employer's compliance program;
(f) Disqualifying NPDB report or substantiated patient-safety finding by a peer review committee.

4.4 Termination by Employee for Good Reason. Employee may terminate on ☐ days' notice if Employer materially breaches and fails to cure within ☐ days.

5. RESTRICTIVE COVENANTS — MINNESOTA SPECIFIC

5.1 No Post-Employment Non-Compete.

The Parties acknowledge that, pursuant to Minn. Stat. § 181.988, no post-employment covenant restricting Employee from working for a competitor, in a defined geography, or for a specified time after termination shall be deemed contained in this Agreement, and any such restriction (if implied) is void.

5.2 Confidentiality (Permitted). Employee shall not, during or after employment, use or disclose Employer's Confidential Information (trade secrets, patient PHI subject to HIPAA, financial data, payer contracts, proprietary protocols) except as authorized in writing or required by law. Nothing in this Agreement prohibits disclosures protected under the federal Defend Trade Secrets Act (18 U.S.C. § 1833(b)) or Minnesota whistleblower law (Minn. Stat. § 181.932).

5.3 Non-Solicitation (Limited).

For [ONE (1)] year following termination, Employee shall not (a) directly solicit any Employer patient with whom Employee had a treatment relationship in the final 12 months of employment for the purpose of providing competing services, or (b) solicit any Employer employee to terminate employment. This Section does not restrict (i) general advertising; (ii) responding to patient-initiated inquiries; or (iii) any activity protected by law.

5.4 Intellectual Property. Inventions, materials, and works conceived in the course of employment and relating to Employer's business are work made for hire owned by Employer; Employee assigns all such rights to Employer, subject to Minn. Stat. § 181.78 (employee invention assignment limits).

5.5 Patient Records. All medical records remain the property of Employer (Minn. Stat. § 145.32). On reasonable patient request and as required by Minn. Stat. § 144.291 et seq. (Minnesota Health Records Act), Employer shall facilitate continuity-of-care transfer.

6. MALPRACTICE INSURANCE AND TAIL COVERAGE

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

6.2 Tail (Extended Reporting).

If coverage is claims-made, the Parties agree:
☐ Employer pays tail if termination is by Employer without Cause, by Employee for Good Reason, on non-renewal by Employer, death, disability, or retirement after age ☐.
☐ Employee pays tail if Employee resigns without Good Reason or is terminated for Cause.

6.3 Cooperation. Employee shall cooperate fully in the investigation and defense of any claim and shall not settle any claim without Employer's prior written consent.

7. COMPLIANCE; STARK / AKS / HIPAA

7.1 Employee shall comply with Employer's compliance program, HIPAA/HITECH, Minnesota Health Records Act (Minn. Stat. §§ 144.291–.298), and all fraud-and-abuse laws. Employee certifies Employee has not been excluded under 42 U.S.C. § 1320a-7.

7.2 No payment under this Agreement is contingent on the volume or value of referrals or other business generated between the Parties, except as expressly permitted under the Stark personal-services or bona-fide-employment exceptions.

8. DISPUTE RESOLUTION

8.1 Governing Law; Forum. This Agreement is governed by Minnesota law. Per Minn. Stat. § 181.989, choice-of-law and forum provisions in employment agreements with Minnesota residents working primarily in Minnesota are void if they require adjudication outside Minnesota or under non-Minnesota law. Venue lies exclusively in [COUNTY], Minnesota.

8.2 Mediation First. The Parties shall attempt mediation through a mutually agreed neutral before initiating litigation, except for claims seeking injunctive relief to protect Confidential Information or patient records.

8.3 Attorneys' Fees. The prevailing Party in any action arising under this Agreement is entitled to recover reasonable attorneys' fees and costs to the extent permitted by law.

9. GENERAL PROVISIONS

9.1 Entire Agreement; Amendment. This Agreement (with Schedules) is the entire agreement; amendments must be signed by both Parties.
9.2 Severability; Reformation. If any provision is unenforceable, the remainder survives; the court may reform to the minimum extent necessary.
9.3 Assignment. Employee may not assign. Employer may assign to a successor by merger or asset sale that assumes Employer's obligations.
9.4 Notices. All notices shall be in writing, delivered personally, by certified mail, or by recognized overnight courier to the addresses below.
9.5 Counterparts; E-Signatures. Executed in counterparts; electronic signatures (Minn. Stat. § 325L.07) are valid.

10. EXECUTION

SCHEDULES

• Schedule A — Productivity / Quality Incentive Plan (Stark/AKS-compliant)
• Schedule B — Job Description; Call Coverage
• Schedule C — Tail Coverage Allocation Election
• Schedule D — Acknowledgment of Compliance Program and Policies

SOURCES AND REFERENCES

• Minn. Stat. § 181.988 — Covenants Not to Compete (void for employment, eff. July 1, 2023)
• Minn. Stat. ch. 147 — Medical Practice Act
• Minn. Stat. § 147.091, subd. 1(p) — Fee-Splitting
• Minn. Stat. §§ 181.13–.14 — Final Wages
• Minn. Stat. § 181.989 — Choice of Law/Forum in Minnesota employment
• Minn. Stat. § 145.32; §§ 144.291–.298 — Medical Records / Health Records Act
• 42 U.S.C. §§ 1395nn, 1320a-7b — Stark and Anti-Kickback