Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(New Jersey – Comprehensive Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Employment Terms
4. Compensation & Benefits
5. Licensure, Compliance & Quality Standards
6. Covenants & Restrictions
7. Representations & Warranties
8. Risk Allocation
9. Default, Termination & Remedies
10. Dispute Resolution
11. General Provisions
12. Execution Block
13. Exhibit A – Position Description (Sample)
14. Exhibit B – Compensation Schedule (Sample)
15. Exhibit C – Malpractice Insurance Specifications

1. DOCUMENT HEADER

HEALTHCARE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE LEGAL NAME, CREDENTIALS], residing at [ADDRESS] (“Employee”). Employer and Employee may be referred to herein individually as a “Party” and collectively as the “Parties.”

1.1 Recitals

A. Employer is engaged in the business of providing healthcare services at [NAME/LOCATION OF FACILITY OR PRACTICE] (“Facility”).
B. Employee is duly licensed and qualified to practice [SPECIALTY] in the State of New Jersey.
C. Employer desires to employ Employee, and Employee desires to accept such employment, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms shall have the meanings set forth below. Undefined capitalized terms shall have their plain meaning within the context. Section references are to this Agreement unless otherwise indicated.

“Affiliate” – any entity controlling, controlled by, or under common control with a Party.

“Applicable Law” – all federal, state and local statutes, regulations and ordinances governing the Parties’ rights and obligations hereunder, including but not limited to the New Jersey Medical Practice Act, N.J. Stat. Ann. § 45:9-1 et seq.; the Stark Law, 42 U.S.C. § 1395nn; the Anti-Kickback Statute, 42 U.S.C. § 1320a-7b; and the Health Insurance Portability and Accountability Act and its regulations, 45 C.F.R. Parts 160 & 164 (“HIPAA”).

“Base Salary” – the annualized compensation set forth in Section 4.1(a).

“Cause” – any of the events enumerated in Section 9.2.

“Compensation Schedule” – the document attached hereto as Exhibit B, as amended from time to time in accordance with Section 4.

“Duties” – the clinical and administrative services described in Section 3.2 and Exhibit A.

“Incentive Compensation” – any productivity, quality, or other performance-based compensation described in Exhibit B.

“Malpractice Insurance” – professional liability insurance meeting or exceeding the requirements of Section 8.3.

“Post-Termination Restricted Period” – the period specified in Section 6.3(a).

3. ENGAGEMENT & EMPLOYMENT TERMS

3.1 Employment Term

(a) Initial Term. The employment relationship shall commence on the Effective Date and continue for [___] years (the “Initial Term”) unless earlier terminated pursuant to Article 9.
(b) Renewal. The Agreement shall automatically renew for successive [__-year] terms (each a “Renewal Term,” and together with the Initial Term, the “Employment Term”) unless either Party provides not less than [90] days prior written notice of non-renewal.

3.2 Position; Duties

Employee shall serve as [POSITION TITLE], devoting [full-time/part-time (%)] professional effort to Employer and performing the Duties set forth in Exhibit A and such other services consistent with Employee’s training and qualifications as Employer reasonably directs, subject at all times to Applicable Law, Facility bylaws/policies, and the standards of professional practice.

3.3 Practice Site

Employee shall render services primarily at the Facility and at such additional sites within [__-mile] radius of the Facility as Employer may designate, provided that such sites are appropriately licensed and credentialed.

4. COMPENSATION & BENEFITS

4.1 Base Salary and Incentive Compensation

(a) Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per annum, payable in accordance with Employer’s normal payroll practices and subject to lawful deductions and withholdings.
(b) Incentive Compensation. Employee shall be eligible to earn Incentive Compensation as set forth in Exhibit B. Any Incentive Compensation shall be calculated and paid not later than [60] days after the close of the applicable measurement period.

4.2 Benefits

Employee shall be eligible to participate in Employer’s benefit plans (e.g., health, dental, vision, 401(k), CME stipend) on terms no less favorable than those offered to similarly-situated employees, subject to plan terms.

4.3 Reimbursement of Expenses

Employer shall reimburse Employee for reasonable and necessary business expenses incurred in the performance of Employee’s Duties, including but not limited to professional society dues, licensure fees, DEA registration, and CME expenses, in each case in accordance with Employer’s written reimbursement policies.

5. LICENSURE, COMPLIANCE & QUALITY STANDARDS

5.1 Licensure & Credentials

Employee represents and covenants that Employee:
(a) holds and shall maintain in good standing a license to practice [SPECIALTY] in New Jersey (N.J. Stat. Ann. § 45:9-1 et seq.);
(b) possesses and shall maintain board certification or board eligibility as specified in Exhibit A;
(c) holds and shall maintain unrestricted clinical privileges at the Facility and any other applicable institution; and
(d) shall immediately notify Employer upon the occurrence of any event that could reasonably affect the foregoing.

5.2 Compliance Program

Employee shall comply with Employer’s corporate compliance program, coding and billing policies, and all Applicable Law, including HIPAA and federal/state fraud-and-abuse rules. Employee shall participate in required training and cooperate with audits and investigations.

5.3 Quality Metrics & Reporting

Employee shall use commercially reasonable efforts to meet the quality and patient-safety metrics established by Employer and/or payors. Employee shall provide timely documentation to support quality reporting programs (e.g., MIPS, HEDIS).

5.4 Controlled Substances

Employee shall maintain valid DEA and relevant state controlled-substance registrations and comply with all prescribing regulations.

6. COVENANTS & RESTRICTIONS

6.1 Confidentiality

(a) Proprietary Information. Employee shall not, during or after the Employment Term, disclose or use any proprietary, confidential or trade-secret information of Employer or its Affiliates, except as required to perform Duties.
(b) HIPAA. Employee shall maintain the confidentiality of Protected Health Information in compliance with HIPAA and Employer policy.

6.2 Non-Solicitation

During the Employment Term and for ☐ year(s) thereafter, Employee shall not, directly or indirectly, solicit or induce any employee, contractor, or patient of Employer to terminate or diminish its relationship with Employer.

6.3 Non-Competition

(a) Restricted Activities. During the Employment Term and for the Post-Termination Restricted Period of [up to 2 years] following termination (provided termination is not due to Employer’s breach or without Cause), Employee shall not engage in the practice of [SPECIALTY] within a [__-mile] radius of any Facility at which Employee provided services during the twelve (12) months preceding termination.
(b) Acknowledgement. The Parties acknowledge that this restriction is reasonable in scope, geography and duration, necessary to protect Employer’s legitimate business interests, does not impose undue hardship on Employee, and is consistent with New Jersey public policy.
(c) Blue-Penciling. To the extent any portion of this Section 6.3 is found unenforceable, a court of competent jurisdiction may modify such provision to the minimum extent necessary to render it enforceable.
(d) Carve-Out. This Section 6.3 shall be null and void if Employer terminates Employee without Cause or fails to renew this Agreement absent Cause.

6.4 Injunctive Relief

Employee acknowledges that a breach of Sections 6.1–6.3 will cause Employer irreparable harm for which monetary damages are inadequate. Accordingly, Employer shall be entitled to temporary, preliminary and permanent injunctive relief, without the necessity of posting bond, in addition to any other remedies available at law or in equity.

7. REPRESENTATIONS & WARRANTIES

7.1 Mutual Representations

Each Party represents and warrants that:
(a) it has full power and authority to enter into and perform this Agreement;
(b) this Agreement constitutes a legal, valid and binding obligation enforceable against such Party; and
(c) its execution and performance of this Agreement does not violate any other agreement or Applicable Law to which it is subject.

7.2 Employee Additional Representations

Employee further represents and warrants that Employee:
(a) is not and has never been excluded, debarred, or otherwise ineligible to participate in any federal healthcare program;
(b) is not a party to any pending governmental investigation that could result in such exclusion or licensure action; and
(c) has accurately disclosed all employment, ownership, and compensation relationships that could implicate Stark or Anti-Kickback compliance.

7.3 Survival

All representations and warranties shall survive termination of this Agreement to the extent necessary to enforce rights arising hereunder.

8. RISK ALLOCATION

8.1 Indemnification – Malpractice

(a) Employee shall indemnify, defend and hold harmless Employer and its Affiliates, and their respective officers, directors, employees and agents (each an “Indemnified Party”), from and against any and all Losses arising out of or relating to (i) Employee’s professional negligence or malpractice, or (ii) Employee’s breach of Section 5 or 6, except to the extent caused by the gross negligence or willful misconduct of an Indemnified Party.
(b) Employer shall indemnify, defend and hold harmless Employee from and against any Losses arising out of or relating to (i) Employer’s breach of this Agreement, or (ii) the acts or omissions of Employer’s non-clinical personnel.

8.2 Limitation of Liability

Except with respect to (i) malpractice claims covered by Section 8.1, (ii) breaches of Sections 6.1–6.3, or (iii) liability not subject to limitation under Applicable Law, each Party’s aggregate liability arising out of this Agreement shall not exceed the greater of (A) the coverage limits under the Malpractice Insurance required by Section 8.3, or (B) $[AMOUNT].

8.3 Malpractice Insurance

(a) Employer shall obtain and maintain, at its expense, Malpractice Insurance covering Employee with minimum limits of $1 million per claim / $3 million annual aggregate, on an [occurrence/claims-made] basis.
(b) If claims-made coverage is provided, Employer shall purchase extended reporting (“tail”) coverage for claims arising from services rendered during the Employment Term, unless this Agreement terminates for Cause attributable to Employee, in which case Employee shall be responsible for tail coverage.

8.4 Force Majeure

Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including natural disasters, acts of terrorism, pandemics, governmental orders, or labor disturbances, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

9. DEFAULT, TERMINATION & REMEDIES

9.1 Termination Without Cause

Either Party may terminate this Agreement without Cause upon [90] days’ prior written notice.

9.2 Termination for Cause

Employer may terminate immediately for Cause upon written notice if Employee:
(a) loses or has materially restricted licensure, credentials, or DEA registration;
(b) is excluded from a federal or state healthcare program;
(c) engages in willful misconduct, gross negligence, or criminal conduct;
(d) materially breaches this Agreement and fails to cure within [10] business days after written notice (if curable).

Employee may terminate immediately upon Employer’s material breach that remains uncured for [30] days after notice.

9.3 Disability & Death

(a) Disability. Employer may terminate if Employee is unable to perform essential Duties, with or without reasonable accommodation, for [120] consecutive days or [180] days in any rolling 12-month period.
(b) Death. This Agreement shall terminate automatically upon Employee’s death.

9.4 Effect of Termination

Upon termination, Employer shall pay accrued but unpaid compensation and benefits through the termination date. Employee shall return all Employer property and cooperate in patient hand-off and records transition.

9.5 Remedies Cumulative

Except as expressly limited herein, all remedies are cumulative and may be exercised concurrently or separately.

10. DISPUTE RESOLUTION

10.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict-of-laws principles.

10.2 Forum Selection

Subject to Section 10.3, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], New Jersey for any action arising out of or relating to this Agreement.

10.3 Arbitration (Optional)

[OPTION 1 – Delete If Not Used]
Any controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Healthcare Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator in [CITY, NJ]. Judgment on the award may be entered in any court of competent jurisdiction.

10.4 Jury Trial Waiver (Optional)

TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

10.5 Injunctive Relief

Notwithstanding Sections 10.2–10.4, either Party may seek temporary, preliminary or permanent injunctive relief in any court of competent jurisdiction to enforce Sections 5 or 6.

11. GENERAL PROVISIONS

11.1 Notices. All notices shall be in writing and deemed given when (a) delivered personally, (b) sent by nationally-recognized overnight courier, or (c) mailed by certified mail (return-receipt requested) to the addresses set forth below (or such other address as a Party may designate).

11.2 Amendment & Waiver. No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties. Waiver of any breach shall not constitute waiver of any other or subsequent breach.

11.3 Assignment. Employee may not assign or delegate any rights or obligations without Employer’s prior written consent. Employer may assign this Agreement to any Affiliate or successor by merger, consolidation, or sale of substantially all assets.

11.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.

11.5 Entire Agreement. This Agreement (including Exhibits) constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior oral or written agreements.

11.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including PDF or electronic signatures), each of which shall be deemed an original and all of which together constitute one instrument.

11.7 Successors & Assigns. This Agreement shall inure to the benefit of and bind the Parties and their respective successors and permitted assigns.

12. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Optional Notary Acknowledgment – use if required by internal policy.]

13. EXHIBIT A – POSITION DESCRIPTION (Sample)

1. Clinical scope of practice: ________________________
2. Work schedule: _________________________________
3. Call coverage: __________________________________
4. Administrative duties: ___________________________
5. Board certification requirement by: _______________

14. EXHIBIT B – COMPENSATION SCHEDULE (Sample)

1. Base Salary: $[AMOUNT] annually.

2. Incentive Metrics:
   a. wRVU threshold: _______; Rate per wRVU: $______.
   b. Quality bonus: up to $______ for meeting metrics (specify).

3. Sign-on bonus: $______ (subject to repayment if employment ends within ___ months).

4. Relocation allowance: $______ (repayment terms).

15. EXHIBIT C – MALPRACTICE INSURANCE SPECIFICATIONS

Carrier: __________________________
Policy Type: [Occurrence / Claims-Made]
Limits: $1,000,000 per claim / $3,000,000 aggregate
Tail Coverage Provider: ______________________
Tail Coverage Cost Allocation: [Employer / Employee / Shared]

END OF AGREEMENT