Healthcare Employment Agreement (Missouri)

HEALTHCARE EMPLOYMENT AGREEMENT

(Missouri — Physician / Nurse Practitioner / Physician Assistant)

TABLE OF CONTENTS

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

(a) [EMPLOYER NAME], a Missouri [professional corporation / professional limited liability company / nonprofit hospital] organized under RSMo ch. [355 / 356 / 347], with its principal place of business at [ADDRESS] ("Employer"); and

(b) [EMPLOYEE NAME, DEGREE/CREDENTIALS], an individual holding a current and unrestricted license issued by the Missouri Board of Registration for the Healing Arts / Missouri State Board of Nursing / Missouri Advisory Commission for Physician Assistants (License No. [____]) ("Employee").

1.2 Recitals

A. Employer is duly authorized under Missouri law to employ healthcare professionals consistent with RSMo ch. 334 and the corporate practice doctrine as applied in Missouri.
B. Employee is duly licensed and desires to provide professional healthcare services in accordance with Applicable Law.
C. The Parties wish to set forth the terms and conditions of Employee's employment.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

"Applicable Law" — All federal, Missouri state, and local statutes, regulations, and professional standards governing the Services, including RSMo ch. 334, the Missouri Medical Practice Act, the Stark Law (42 U.S.C. § 1395nn), the Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), HIPAA, and 19 CSR 30 (Department of Health and Senior Services regulations).

"Base Salary" — The annual salary under Section 4.1(a).

"Cause" — The grounds defined in Section 5.4(b).

"Collaborative Practice Arrangement" — A written agreement under RSMo § 334.104 between a collaborating physician and an APRN or PA, as applicable.

"Confidential Information" — Has the meaning in Section 7.2(a).

"DEA" — United States Drug Enforcement Administration; "BNDD" — Missouri Bureau of Narcotics and Dangerous Drugs.

"Malpractice Insurance" — Coverage required under Section 9.3.

"Services" — Professional healthcare and administrative duties under this Agreement.

"Territory" — The geographic area defined in Section 7.3(a).

3. ENGAGEMENT; DUTIES; SCOPE OF PRACTICE

3.1 Position. Employer employs Employee as [TITLE — e.g., Staff Physician – Internal Medicine / Nurse Practitioner / Physician Assistant].

3.2 Primary Site. Employee shall principally render Services at [PRIMARY LOCATION] in [COUNTY], Missouri, and at such additional Employer sites within [___] miles as reasonably designated.

3.3 Duties. Employee shall (a) provide professional services consistent with Applicable Law; (b) maintain accurate records in Employer's EHR; (c) comply with Employer's quality assurance, peer review, and compliance programs; (d) participate in on-call rotations; and (e) perform reasonable administrative duties.

3.4 Licensing & Credentialing. Employee shall maintain (i) an unrestricted Missouri license, (ii) current Board Certification (if applicable), (iii) valid DEA and BNDD registrations, and (iv) hospital and payer credentials. Employee shall immediately notify Employer of any investigation, suspension, restriction, or revocation.

3.5 Scope of Practice (APRN/PA).

(a) Employee shall practice under a Collaborative Practice Arrangement with [COLLABORATING PHYSICIAN] consistent with RSMo § 334.104 and 20 CSR 2150-5.100.
(b) Employee shall not engage in practice beyond the scope authorized by such arrangement or by Missouri law.

3.6 Professional Judgment; No Corporate Practice Interference. Nothing herein limits Employee's independent professional judgment. Employer shall not direct the practice of medicine in violation of Missouri's corporate practice doctrine.

3.7 Fee-Splitting Prohibition. Compensation shall be structured to comply with RSMo § 334.100(2)(8) (fee-splitting), the Stark Law group-practice exception (42 C.F.R. § 411.352), and the Anti-Kickback Statute employee safe harbor (42 C.F.R. § 1001.952(i)).

4. COMPENSATION & BENEFITS

4.1 Compensation.
(a) Base Salary. $[AMOUNT] per annum, payable per Employer's payroll practices.
(b) Incentive Compensation. Per Schedule A (Productivity & Quality Incentive Plan), structured to satisfy Stark/AKS group-practice and employment safe harbors.
(c) Signing Bonus / Relocation. $[AMOUNT] payable within [30] days, subject to repayment under Schedule B if Employee terminates within [____] months.

4.2 Benefits. Employee shall be eligible for Employer's medical, dental, retirement, and other plans on the same terms as similarly situated employees.

4.3 PTO & CME. Employee shall accrue ☐ PTO hours per pay period and receive up to $[AMOUNT] annually for CME plus ☐ CME leave days.

4.4 Expense Reimbursement. Reasonable business expenses reimbursed per Employer policy.

5. TERM; RENEWAL; TERMINATION

5.1 Term. Initial Term of [THREE] years from the Effective Date, automatically renewing for successive [ONE-YEAR] terms unless either Party gives [90] days' written notice of non-renewal.

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

5.3 Mutual Agreement. By mutual written consent.

5.4 For Cause.
(a) Procedure. Written notice; [30]-day cure for curable breaches.
(b) Cause includes: (i) material breach; (ii) loss/suspension/restriction of license, DEA/BNDD registration, or hospital privileges; (iii) exclusion from federal/state healthcare programs (42 U.S.C. § 1320a-7); (iv) conviction of a felony or crime of moral turpitude; (v) gross negligence or willful misconduct; (vi) violation of Employer's compliance, anti-harassment, or substance abuse policies.

5.5 Effect of Termination. Employer pays earned but unpaid Base Salary, accrued PTO (per policy), and reimbursable expenses within the time required by RSMo § 290.110.

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

6. REPRESENTATIONS & WARRANTIES

6.1 Each Party represents authority to enter and perform this Agreement.

6.2 Employee additionally represents: (a) all licenses, certifications, and credentials are current and unrestricted; (b) Employee is not bound by any restriction that conflicts with this Agreement; (c) Employee has not been sanctioned, excluded, or convicted as described in Section 5.4(b)(iii)/(iv); and (d) Employee will disclose any change immediately.

7. COVENANTS & RESTRICTIONS

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

7.2 Confidentiality.
(a) "Confidential Information" includes trade secrets under RSMo § 417.453, HIPAA-protected PHI, 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) Employee shall return or destroy Confidential Information upon termination.

7.3 Restrictive Covenants.

(a) Non-Compete (Optional — Physician Only). For [ONE/TWO] year(s) after termination, Employee shall not provide competitive [SPECIALTY] services within [___] miles of [PRIMARY LOCATION] ("Territory"). The Parties stipulate this restriction is reasonable in scope, duration, and geography, and protects Employer's patient base, goodwill, and confidential information consistent with Copeland, 198 S.W.3d 604.

(b) Patient Non-Solicitation. During employment and for [ONE] year thereafter, Employee shall not solicit Employer's patients for competitive services.

(c) Employee Non-Solicitation (Statutory Safe Harbor). For [ONE] year following termination, Employee shall not solicit, recruit, or hire Employer's employees (other than secretarial/clerical staff). This covenant is conclusively presumed reasonable under RSMo § 431.202.

(d) Reformation / Blue Pencil. If any restriction is held unreasonable, the court shall reform it to the maximum enforceable extent.

7.4 Intellectual Property. Work product is "work made for hire" and assigned to Employer.

7.5 Outside Activities. Permitted only with Employer's prior written consent.

8. DEFAULT; NOTICE & REMEDIES

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

8.2 Notice & Cure. [30] days (or [10] days for monetary defaults).

8.3 Remedies. Immediate termination; specific performance; injunctive relief; recovery of reasonable attorneys' fees and costs. Remedies are cumulative.

9. RISK ALLOCATION

9.1 Indemnification. Employee indemnifies Employer for Losses from gross negligence, willful misconduct, or violation of Applicable Law. Employer indemnifies Employee for Losses attributable to Employer's operations.

9.2 Limitation of Liability. Except for indemnity, confidentiality breaches, and gross negligence/willful misconduct, aggregate liability is limited to the greater of the Malpractice Insurance limits or $[AMOUNT].

9.3 Insurance.
(a) Malpractice. Employer shall maintain professional liability insurance covering Employee with limits not less than $[1,000,000] per claim / $[3,000,000] aggregate.
(b) Tail Coverage. If claims-made, Employer [shall / Employee shall] procure extended reporting period (tail) coverage with equivalent limits for at least [___] years following termination.

(c) Cooperation. Employee shall cooperate with the insurer in claim defense.

9.4 Force Majeure. No liability for delay due to events beyond reasonable control.

10. DISPUTE RESOLUTION

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

10.2 Forum. Exclusive forum: state courts of [COUNTY], Missouri, or the U.S. District Court for the [Western/Eastern] District of Missouri.

10.3 Arbitration (Optional).

At the Parties' written election, disputes shall be resolved by binding arbitration administered by AAA under its Employment Arbitration Rules in [CITY], Missouri, before a single arbitrator. Either Party may seek provisional injunctive relief from a court.

10.4 Injunctive Relief. Either Party may seek injunctive relief to enforce Sections 7.2 and 7.3 without bond to the extent permitted by law.

11. GENERAL PROVISIONS

11.1 Amendments & Waivers. Only effective in writing and signed by both Parties.

11.2 Assignment. Employee may not assign. Employer may assign to a successor.

11.3 Severability; Reformation. Invalid provisions are reformed to the minimum extent necessary.

11.4 Entire Agreement. This Agreement, with Schedules and Exhibits, is the entire agreement.

11.5 Counterparts; Electronic Signatures. Permitted; electronic signatures are deemed original.

11.6 Notices. In writing; effective on receipt.

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
• Exhibit 1 — Job Description & Performance Metrics
• Exhibit 2 — Collaborative Practice Arrangement (APRN/PA only)
• Exhibit 3 — Acknowledgment of Employer Compliance Program

Sources and References

• RSMo § 431.202: https://revisor.mo.gov/main/OneSection.aspx?section=431.202
• RSMo ch. 334: https://revisor.mo.gov/main/OneChapter.aspx?chapter=334
• RSMo § 334.100: https://revisor.mo.gov/main/OneSection.aspx?section=334.100
• RSMo § 334.104 (Collaborative Practice): https://revisor.mo.gov/main/OneSection.aspx?section=334.104
• Healthcare Servs. of the Ozarks, Inc. v. Copeland, 198 S.W.3d 604 (Mo. banc 2006)
• Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835 (Mo. banc 2012)