Healthcare Employment Agreement (North Carolina)

HEALTHCARE EMPLOYMENT AGREEMENT

(North Carolina — Physician / NP / PA Template)

1. PARTIES AND RECITALS

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

Recitals. Employer operates a healthcare practice in North Carolina and is authorized under the NC Medical Practice Act (N.C.G.S. § 90-1 et seq.) and applicable Board rules. Employee is duly licensed and desires to provide professional services under the terms set forth below.

2. POSITION, DUTIES, AND SCOPE OF PRACTICE

2.1 Position. Employer employs Employee as [Staff Physician / Nurse Practitioner / Physician Assistant — SPECIALTY], and Employee accepts such employment.

2.2 Primary Practice Site. Employee shall principally render services at [PRIMARY LOCATION] and such additional sites within [COUNTY/COUNTIES], North Carolina as Employer may reasonably designate with at least ☐ [30] days' prior written notice for any permanent relocation beyond ☐ [25] miles.

2.3 Scope of Practice. Employee shall:

• (a) Provide professional services consistent with the standard of care of the same or similar community under N.C.G.S. § 90-21.12 and Applicable Law;
• (b) Maintain accurate medical records in Employer's EHR system;
• (c) Participate in QA, peer review, utilization review, and risk-management programs;
• (d) Take call as reasonably scheduled; and
• (e) For NPs/PAs: practice pursuant to a written collaborative practice agreement / supervisory arrangement as required by 21 NCAC 32M (NP) or 21 NCAC 32S (PA).

2.4 Licensure & Credentials. Employee shall at all times maintain:
☐ Active, unrestricted NC professional license
☐ Current DEA registration (if prescribing)
☐ Board certification in [SPECIALTY] (if applicable)
☐ Hospital privileges at [FACILITY] (if applicable)
☐ All required payer credentials

2.5 Independent Professional Judgment. Nothing in this Agreement shall interfere with Employee's exercise of independent professional medical judgment.

3. COMPENSATION AND BENEFITS

3.1 Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per annum, paid per Employer's standard payroll practices and subject to required withholdings.

3.2 Productivity / Incentive Compensation. Employee may earn incentive compensation per Schedule A (wRVU or collections-based formula).

3.3 Signing Bonus / Relocation. ☐ [Optional] Employer shall pay Employee a [signing bonus / relocation allowance] of $[AMOUNT] within [30] days of the Effective Date, subject to forgiveness/repayment terms in Schedule B.

3.4 Benefits. Employee shall participate in Employer's group health, dental, retirement, and other benefit plans on the same terms as similarly situated employees.

3.5 Paid Time Off; CME. Employee shall accrue ☐ [____] PTO days per year and receive ☐ [____] CME days plus $[AMOUNT] CME reimbursement annually.

3.6 Expense Reimbursement. Reasonable business expenses (dues, licensure, DEA, board fees) shall be reimbursed per Employer policy.

4. TERM AND TERMINATION

4.1 Term. Initial term of [THREE] years from the Effective Date, with automatic [ONE-YEAR] renewals unless either Party gives [90] days' written notice of non-renewal.

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

4.3 Termination for Cause (immediate, by Employer):

• ☐ Loss, suspension, or material restriction of NC license, DEA, or hospital privileges
• ☐ Exclusion from Medicare, Medicaid, or other federal healthcare program
• ☐ Indictment for or conviction of a felony or crime of moral turpitude
• ☐ Material breach uncured after [30] days' written notice
• ☐ Gross negligence, willful misconduct, fraud, or patient endangerment
• ☐ Violation of NC Medical Board rules constituting grounds for discipline under N.C.G.S. § 90-14

4.4 Termination by Employee for Good Reason. Employee may terminate on [30] days' notice for material uncured breach by Employer (e.g., nonpayment of compensation, demand that Employee violate Applicable Law).

4.5 Effect of Termination. Upon any termination: Employer pays earned but unpaid compensation; Employee returns Employer property; Parties cooperate in orderly patient handoff and transition of care; record-retention obligations under NC law (minimum 11 years for adults; until age 30 for minors) continue.

5. RESTRICTIVE COVENANTS (NC RULE OF REASON)

5.1 Consideration. Employee acknowledges that initial employment, training, access to patient relationships, Confidential Information, and goodwill constitute valuable consideration for the covenants in this Section 5.

5.2 Non-Competition. During employment and for ☐ [ONE (1)] year (not to exceed [TWO (2)] years) following termination for any reason, Employee shall not, within a radius of ☐ [_____] miles of [PRIMARY PRACTICE SITE ADDRESS], directly or indirectly engage in the practice of [SPECIALTY] medicine for any competing practice, hospital, or healthcare entity.

5.3 Patient Non-Solicitation. For [ONE] year post-termination, Employee shall not solicit patients seen by Employee or treated at Employer during the [TWELVE] months preceding termination. This Section 5.3 does not prohibit generalized advertising or treatment of a patient who independently seeks Employee's services without solicitation.

5.4 Employee Non-Solicitation. For [ONE] year post-termination, Employee shall not solicit Employer's employees or contractors to terminate their relationship with Employer.

5.5 Buy-Out Option ☐ [Optional]. Employee may obtain release from Section 5.2 upon payment of a buy-out equal to $[AMOUNT] or [___] times Employee's annualized Base Salary, payable in [___] installments.

5.6 Public-Policy Carve-Out. Notwithstanding anything herein, Section 5.2 shall not apply if its enforcement would deprive a community of reasonable access to medical care in violation of NC public policy.

5.7 Strict Blue Pencil; No Reformation. The Parties acknowledge that NC follows the strict blue-pencil doctrine. If any restriction is held overbroad, the court may strike (but not modify or rewrite) the offending portion, and the remainder shall be enforced to the maximum extent permitted by law.

6. CONFIDENTIALITY AND IP

6.1 Confidential Information includes patient information (HIPAA-protected), trade secrets, financials, fee schedules, payer contracts, and proprietary practice systems. Employee shall not use or disclose Confidential Information except as authorized or required by law.

6.2 HIPAA Compliance. Employee shall comply with all Employer HIPAA policies (45 C.F.R. Parts 160 and 164) and execute a Business Associate Agreement if applicable.

6.3 Patient Records. All patient records are property of Employer. Upon termination, Employee shall not remove, copy, or retain patient records except as permitted by Applicable Law.

6.4 Work Product. Inventions, protocols, and works created in the course of employment are "work made for hire" and assigned to Employer.

7. COMPLIANCE; FEE-SPLITTING; SELF-REFERRAL

7.1 Stark / Anti-Kickback / EKRA Compliance. Compensation has been structured to comply with 42 U.S.C. § 1395nn (Stark), 42 U.S.C. § 1320a-7b(b) (AKS), and 18 U.S.C. § 220 (EKRA).

7.2 NC Fee-Splitting Prohibition. Pursuant to N.C.G.S. § 90-14 and N.C. Medical Board Position Statement 10.1.1, neither Party shall engage in fee-splitting with non-licensees or pay/receive prohibited referral fees. N.C.G.S. § 90-401 prohibits referral fees.

7.3 Corporate Practice of Medicine. Employer warrants its structure complies with NC's professional corporation/PLLC ownership rules under N.C.G.S. Chapter 55B and applicable Board guidance.

7.4 Mandatory Reporting. Employee shall promptly notify Employer of any disciplinary investigation, malpractice claim, settlement, NPDB report, or exclusion-list action.

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 / $[3,000,000] aggregate.

8.2 Tail Coverage. ☐ Employer shall procure / ☐ Employee shall procure extended reporting period ("tail") coverage at termination, with limits matching the underlying policy, covering all acts during the Term, for at least [___] years.

8.3 Cooperation. Employee shall cooperate with the insurer and Employer in investigation and defense of any claim arising during the Term, including after termination.

9. DISPUTE RESOLUTION

9.1 Governing Law. This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-laws principles.

9.2 Forum. Exclusive jurisdiction and venue shall lie in the state courts of [COUNTY] County, North Carolina, or the U.S. District Court for the [Eastern/Middle/Western] District of North Carolina.

9.3 Injunctive Relief. Employer may seek injunctive relief in any court of competent jurisdiction to enforce Sections 5 and 6 without bond, to the extent permitted by law.

9.4 Arbitration ☐ [Optional]. The Parties may elect to resolve disputes by binding arbitration administered by the AAA under its Employment Arbitration Rules (Healthcare Supplement), seated in [CITY], NC.

9.5 Attorneys' Fees. Prevailing party in any enforcement action shall recover reasonable attorneys' fees and costs to the extent permitted by NC law.

10. GENERAL PROVISIONS

10.1 Entire Agreement. This Agreement, with all Schedules and Exhibits, is the entire agreement between the Parties on its subject matter.

10.2 Amendments. Only in a writing signed by both Parties.

10.3 Assignment. Employee may not assign. Employer may assign to a successor that assumes Employer's obligations in writing.

10.4 Severability. If any provision is invalid, the remainder remains enforceable (subject to Section 5.7 strict blue-pencil).

10.5 Notices. Written, delivered by hand, overnight courier, or certified mail to the addresses below.

10.6 Counterparts; Electronic Signatures. May be executed in counterparts; electronic signatures (DocuSign, PDF) are valid.

10.7 Survival. Sections 5, 6, 7, 8, 9, and 10 survive termination.

11. SIGNATURES

SCHEDULES & EXHIBITS

• Schedule A — Productivity / Incentive Compensation Plan (Stark/AKS compliant)
• Schedule B — Signing Bonus / Relocation Repayment Terms
• Exhibit 1 — Job Description / Duties / On-Call Schedule
• Exhibit 2 — NP/PA Collaborative Practice Agreement (if applicable)
• Exhibit 3 — HIPAA Acknowledgment and Compliance Program

SOURCES AND REFERENCES

• N.C.G.S. § 90-1 et seq. (Medical Practice Act)
• N.C.G.S. § 90-14 (Disciplinary grounds; fee-splitting)
• N.C.G.S. § 90-21.12 (Standard of care — same or similar community)
• N.C.G.S. § 90-401 (Referral fees prohibited)
• 21 NCAC 32, 32M, 32S (NC Medical Board Rules — physicians, NPs, PAs)
• NC Medical Board Position Statement 10.1.1 (Fee-Splitting)
• Beam v. Rutledge, 369 N.C. 545 (2017) (strict blue-pencil reaffirmed)
• 42 U.S.C. § 1395nn (Stark); 42 U.S.C. § 1320a-7b(b) (AKS); 18 U.S.C. § 220 (EKRA)
• 45 C.F.R. Parts 160, 164 (HIPAA)

This template is for informational purposes only and must be reviewed by NC-licensed counsel before use.