Healthcare Employment Agreement (Mississippi)

HEALTHCARE EMPLOYMENT AGREEMENT

State of Mississippi — Comprehensive Template

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 (including Non-Compete)
8. Default; Notice & Remedies
9. Risk Allocation; Malpractice & Tail Coverage
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 [Mississippi professional corporation / professional limited liability company / medical clinic / hospital] with its principal place of business at [ADDRESS, MISSISSIPPI] ("Employer"); and

(b) [EMPLOYEE NAME, DEGREE/CREDENTIALS], an individual holding a current, active, and unrestricted license issued by the [Mississippi State Board of Medical Licensure / Mississippi Board of Nursing / Mississippi State Board of Medical Licensure (PA program)] (License No. [____]) ("Employee").

1.2 Recitals

A. Employer is duly organized under Mississippi law and authorized to employ healthcare professionals consistent with the Mississippi Medical Practice Act (Miss. Code Ann. § 73-25-1 et seq.) and other Applicable Law.
B. Employee is duly licensed and qualified to provide professional healthcare services in Mississippi.
C. The Parties wish to set forth the terms of Employee's employment and ensure full compliance with Mississippi and federal healthcare 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 present and future federal, Mississippi state, and local statutes, regulations, ordinances, and professional standards governing Services, including without limitation the Mississippi Medical Practice Act, Miss. Code Ann. §§ 73-25-1 et seq. and 73-25-29; the Mississippi State Board of Medical Licensure Administrative Code; the federal Stark Law (42 U.S.C. § 1395nn); the Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); and HIPAA (42 U.S.C. § 1320d et seq.).

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

"Board" — The Mississippi State Board of Medical Licensure or other applicable Mississippi licensing board.

"Business Day" — Any day other than Saturday, Sunday, or a Mississippi state holiday.

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

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

"DEA" — United States Drug Enforcement Administration.

"Restricted Area" — As defined in Section 7.5(a).

"Services" — All professional healthcare and related administrative services Employee performs under this Agreement.

"Term" — The period defined in Section 5.1.

3. ENGAGEMENT; DUTIES & SCOPE OF PRACTICE

3.1 Employment; Position. Employer hereby employs Employee, and Employee accepts employment, as [TITLE, e.g., "Staff Physician — Internal Medicine" / "Nurse Practitioner" / "Physician Assistant"].

3.2 Primary Practice Site. Employee shall principally render Services at [PRIMARY LOCATION, MISSISSIPPI] and such additional sites within [COUNTY], Mississippi as Employer may reasonably designate.

3.3 Scope of Duties. Employee shall:
(a) Provide professional healthcare services consistent with Applicable Law and within Employee's licensed scope of practice;
(b) Maintain accurate, timely, and complete medical records;
(c) Comply with Employer's quality assurance, peer review, utilization review, and risk-management programs;
(d) Participate in on-call rotations as reasonably scheduled; and
(e) Perform such administrative duties as customary or reasonably assigned.

3.4 Scope of Practice — NP / PA Provisions.

(a) Nurse Practitioners. If Employee is an NP, Employee shall practice pursuant to a written Collaborative/Consultative Agreement with [COLLABORATING PHYSICIAN NAME, M.D./D.O.] in conformity with Mississippi Board of Nursing rules.
(b) Physician Assistants. If Employee is a PA, Employee shall practice under the supervision of [SUPERVISING PHYSICIAN NAME], with a written supervisory protocol filed and maintained as required by the Mississippi State Board of Medical Licensure.

3.5 Licensing & Credentialing. Employee shall at all times maintain (i) an unrestricted Mississippi professional license; (ii) Board Certification if applicable; (iii) valid DEA registration and Mississippi Bureau of Narcotics registration where required; and (iv) all hospital, payer, and facility credentials. Employee shall promptly notify Employer of any investigation, suspension, restriction, or revocation.

3.6 Professional Judgment. Nothing herein shall interfere with Employee's independent professional judgment in the care of patients.

4. COMPENSATION & BENEFITS

4.1 Compensation.
(a) Base Salary. $[AMOUNT] per annum, paid per Employer's standard payroll practices, subject to required withholdings.
(b) Incentive Compensation. Per Schedule A (Productivity & Quality Incentive Plan). All incentive arrangements shall comply with the Stark Law, Anti-Kickback Statute, and Mississippi anti-fee-splitting rules under Miss. Code Ann. §§ 73-25-29 and 73-25-34.
(c) Signing Bonus / Relocation. [IF APPLICABLE] $[AMOUNT] within [30] days following the Effective Date, subject to repayment terms in Schedule B.

4.2 Benefits. Employee shall be eligible to participate in Employer's benefit plans on the same terms offered to similarly situated employees.

4.3 PTO & CME.
(a) PTO accrues at ☐ hours per pay period per Employer policy.
(b) CME reimbursement up to $[AMOUNT] per calendar year with up to ☐ CME days annually.

4.4 Expense Reimbursement. Employer shall reimburse reasonable business expenses incurred in the performance of Services.

4.5 No Fee-Splitting. No portion of compensation shall constitute payment for patient referrals or division of professional fees with unlicensed persons in violation of Miss. Code Ann. §§ 73-25-29 and 73-25-34, the Anti-Kickback Statute, or Stark Law.

5. TERM; RENEWAL; TERMINATION

5.1 Term. Commences on the Effective Date and continues for [THREE] years (the "Initial Term"), with automatic renewal for successive [ONE-YEAR] Renewal Terms unless either Party gives [90] days' prior written notice of non-renewal.

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

5.3 Termination by Mutual Agreement. By mutual written consent.

5.4 Termination for Cause.
(a) Procedure. Written notice specifying the grounds; if curable, [30] days to cure.
(b) Cause includes: (i) material breach; (ii) loss, suspension, or restriction of license, DEA registration, or hospital privileges; (iii) exclusion from Medicare, Medicaid, or any federal/state healthcare program; (iv) felony conviction or plea of nolo contendere, or any conviction involving moral turpitude or controlled substances; (v) willful misconduct or gross negligence; (vi) violation of Employer's anti-harassment, discrimination, or substance abuse policies; or (vii) any conduct constituting grounds for discipline under Miss. Code Ann. § 73-25-29.

5.5 Effect of Termination. Earned but unpaid Base Salary, accrued PTO per policy, and documented reimbursable expenses shall be paid through the termination date. Employee shall return all Employer property and cooperate in orderly transfer of patient care.

5.6 Survival. Sections 6, 7.2, 7.4, 7.5, 8, 9, 10, and 11 survive termination.

6. REPRESENTATIONS & WARRANTIES

6.1 Each Party represents it has full authority to execute and perform this Agreement.

6.2 Employee Representations. Employee additionally represents that:
(a) All licenses, certifications, DEA, and credentials are current and unrestricted;
(b) Employee is not subject to any agreement that would restrict performance hereunder;
(c) Employee has not been sanctioned, excluded, debarred, or convicted as described in Section 5.4(b)(iii)/(iv); and
(d) Employee will immediately disclose any event rendering these representations inaccurate.

7. COVENANTS & RESTRICTIONS

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

7.2 Confidentiality.
(a) "Confidential Information" includes trade secrets, HIPAA-protected patient information, and proprietary business data.
(b) Employee shall not use or disclose Confidential Information except as authorized or required by law, during or after employment.
(c) Upon termination, Employee shall return or securely destroy all Confidential Information.

7.3 HIPAA. Employee shall comply with HIPAA Privacy and Security Rules and Employer's HIPAA policies.

7.4 Non-Solicitation. During employment and for [TWO] years thereafter, Employee shall not knowingly (a) solicit Employer's patients for competitive services; (b) solicit Employer's employees or independent contractors to terminate their relationship with Employer; or (c) interfere with Employer's referral relationships.

7.5 Non-Compete (Restrictive Covenant).

(a) Restricted Area. "Restricted Area" means a radius of [___] miles from each Employer practice site at which Employee provided Services during the [12] months preceding termination.
(b) Restricted Period. [TWELVE (12) — TWENTY-FOUR (24)] MONTHS following termination.
(c) Covenant. During the Restricted Period within the Restricted Area, Employee shall not, directly or indirectly, engage in the practice of [SPECIALTY] medicine or otherwise compete with Employer's business, except as expressly permitted in writing.
(d) Liquidated Damages (Optional). In lieu of injunctive relief at Employer's election, Employee shall pay liquidated damages of $[AMOUNT], which the Parties agree is a reasonable estimate of damages and not a penalty.
(e) Reasonableness; Reformation. The Parties acknowledge this covenant is reasonable in time, geographic scope, and activity, and is necessary to protect Employer's legitimate business interests. If any court finds any provision unreasonable, the court is authorized to reform (blue-pencil) the covenant to the minimum extent necessary to render it enforceable, consistent with Mississippi common-law principles.
(f) Public Interest Carve-Out. Nothing herein shall preclude Employee from providing emergency care required by law or treatment to existing patients where withdrawal would constitute patient abandonment under Mississippi Board rules.

7.6 Intellectual Property. All works, inventions, and improvements conceived during employment and related to Employer's business are works made for hire owned by Employer; Employee assigns all right, title, and interest therein.

7.7 Outside Activities. Outside professional activities require Employer's prior written consent.

8. DEFAULT; NOTICE & REMEDIES

8.1 Events of Default. (a) Any uncured Cause event; (b) failure to pay any undisputed monetary obligation within [10] Business Days after written notice; or (c) material violation of Employer's compliance program after warning.

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

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

8.4 Cumulative Remedies. All remedies are cumulative and non-exclusive.

9. RISK ALLOCATION; MALPRACTICE & TAIL COVERAGE

9.1 Malpractice Insurance. Employer shall, at Employer's expense, maintain professional liability insurance covering Employee with limits of not less than $[1,000,000] per claim / $[3,000,000] aggregate, on either an occurrence or claims-made basis.

9.2 Tail / Extended Reporting Coverage.

If claims-made coverage applies, the Parties shall procure extended reporting period ("tail") coverage with the same limits for at least [three (3)] years following termination. Allocation:
(a) Employer pays if termination by Employer without Cause or by Employee for Employer's material breach;
(b) Employee pays if termination by Employee without cause or by Employer for Cause;
(c) Tail coverage shall be procured within [30] days of termination.

9.3 Indemnification. Each Party indemnifies the other for Losses arising from such Party's gross negligence, willful misconduct, or violation of Applicable Law.

9.4 Force Majeure. Neither Party is liable for delays caused by events beyond reasonable control (natural disasters, epidemics, governmental orders), provided prompt notice is given.

10. DISPUTE RESOLUTION

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

10.2 Forum Selection. Exclusive venue in the Circuit Court of [COUNTY], Mississippi, or the U.S. District Court for the [Northern / Southern] District of Mississippi.

10.3 Arbitration (Optional).

Upon mutual written election, any dispute shall be finally resolved by confidential binding arbitration administered by the AAA under its Employment Arbitration Rules (Healthcare Supplement), seated in [CITY], Mississippi.

10.4 Injunctive Relief. Notwithstanding any arbitration clause, either Party may seek injunctive relief in a Mississippi court of competent jurisdiction to enforce Sections 7.2, 7.4, and 7.5.

10.5 Jury Trial Waiver (Optional). EACH PARTY KNOWINGLY WAIVES TRIAL BY JURY IN ANY ACTION ARISING UNDER THIS AGREEMENT.

11. GENERAL PROVISIONS

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

11.2 Assignment. Employee may not assign. Employer may assign to a successor by merger or asset sale that assumes Employer's obligations in writing.

11.3 Severability; Reformation. Invalid provisions are reformed to the minimum extent necessary; the remainder remains in force.

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

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

11.6 Notices. In writing; effective upon receipt by personal delivery, overnight courier, or certified mail.

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
• Schedule B — Signing Bonus / Relocation Repayment Terms
• Exhibit 1 — Job Description; Scope-of-Practice Protocol (NP/PA)
• Exhibit 2 — Acknowledgment of Compliance Program & Employer Policies
• Exhibit 3 — Malpractice & Tail Coverage Specifications

Sources and References

• Miss. Code Ann. § 73-25-1 et seq. (Mississippi Medical Practice Act)
• Miss. Code Ann. § 73-25-29 (Unprofessional conduct; grounds for discipline)
• Miss. Code Ann. § 73-25-34 (Division of fees prohibition)
• Miss. Code Ann. § 73-15-1 et seq. (Nursing Practice Law)
• Miss. Code Ann. § 73-26-1 et seq. (Physician Assistants)
• Mississippi State Board of Medical Licensure Administrative Code
• Empiregas, Inc. of Kosciusko v. Bain, 599 So.2d 971 (Miss. 1992) (rule of reason for non-competes)
• 42 U.S.C. § 1395nn (Stark Law); 42 U.S.C. § 1320a-7b(b) (Anti-Kickback Statute)