Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(New York – Comprehensive Template)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

Internal cross-references are hyper-linked for ease of navigation.

I. DOCUMENT HEADER

1. Parties
   1.1 Employer: [EMPLOYER LEGAL NAME], a [New York Professional Corporation / Professional Limited Liability Company / Hospital Licensed under N.Y. Pub. Health Law Art. 28] with its principal place of business at [ADDRESS] (“Employer”).
   1.2 Employee: [PROFESSIONAL NAME], a licensed [Physician / Nurse Practitioner / Physician Assistant / Other] holding NY license no. [NUMBER] (“Employee”).

2. Effective Date: [DATE] (“Effective Date”).

3. Recitals
   A. Employer is duly authorized under N.Y. law to employ healthcare professionals and provide clinical services in the State of New York.
   B. Employee is duly licensed pursuant to N.Y. Educ. Law art. 131 (§ 6524) et seq. and desires to render professional services for Employer.
   C. Employer and Employee wish to enter into this Agreement to set forth their respective rights and obligations.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

II. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms appear in bold throughout the Agreement.

“AAA” – The American Arbitration Association.
“Base Salary” – The annual compensation payable to Employee under § III.4, exclusive of Incentive Compensation.
“Competitor” – Any individual or entity that owns, operates, or manages a medical practice or facility providing [SPECIALTY] services within the Restricted Area.
“Confidential Information” – All non-public information of Employer described in § V.4.
“Governing Law” – The internal laws of the State of New York, without regard to conflict-of-laws principles.
“Incentive Compensation” – The productivity and/or quality-based compensation set forth in Schedule 1.
“Malpractice Claim” – Any claim alleging professional negligence, malpractice, or breach of the applicable standard of care arising out of clinical services rendered by Employee.
“Restricted Area” – The geographic area described in § V.6(b).
“Restricted Period” – The time period described in § V.6(a).
“Term” – The period of employment described in § III.2, including any Renewal Term(s).

III. OPERATIVE PROVISIONS

1. Employment; Position & Duties
   (a) Employer hereby employs Employee, and Employee hereby accepts employment, as [TITLE/SPECIALTY].
   (b) Employee shall perform professional services consistent with:
   (i) the standards of care prevailing in the State of New York;
   (ii) Employer’s bylaws, policies, and compliance program; and
   (iii) all applicable federal, state, and local statutes, rules, and regulations, including but not limited to:
   • N.Y. Educ. Law art. 131 (Licensing)
   • N.Y. Pub. Health Law §§ 2805-d & -j (Professional liability and quality assurance)
   • 42 U.S.C. § 1320a-7b (Federal Anti-Kickback Statute) and 42 C.F.R. pt. 411 (Stark Law).

2. Term
   The initial term (“Initial Term”) shall commence on the Effective Date and continue for [THREE (3)] years, unless earlier terminated pursuant to Article VI. The Agreement shall automatically renew for successive one-year periods (“Renewal Term”) unless either party gives [90-DAY] written notice of non-renewal.

3. Work Schedule & Location
   Employee shall devote [FULL-TIME / ___ HOURS PER WEEK] to Employer’s practice at [PRIMARY SITE] and such additional facilities as reasonably designated by Employer, subject to on-call requirements outlined in Schedule 2.

4. Compensation
   (a) Base Salary: $[AMOUNT] per annum, payable in accordance with Employer’s normal payroll practices.
   (b) Incentive Compensation: As described in Schedule 1, calculated [monthly/quarterly/annually].
   (c) Withholdings: All compensation shall be subject to applicable federal, state, and local withholdings.

5. Benefits
   Employee shall be eligible for benefits (including CME allowance, health insurance, retirement plans, and paid leave) as detailed in Schedule 3, subject to plan terms and Employer policy.

6. Conditions Precedent
   Employer’s obligations are contingent upon:
   (a) verification of Employee’s current unrestricted NY license and DEA registration;
   (b) satisfactory background, credentialing, and reference checks;
   (c) Employee maintaining eligibility for malpractice insurance coverage under § VII.3.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Representations
   Each party represents that it has full legal power and authority to enter into and perform this Agreement.

2. Employee’s Representations
   Employee further represents and warrants that:
   (a) Employee holds, and throughout the Term will maintain, an unrestricted license to practice in New York pursuant to N.Y. Educ. Law § 6524;
   (b) Employee is not, and has never been, debarred, excluded, or suspended from participation in any federal or state healthcare program;
   (c) Employee is not party to any agreement or subject to any order that would prevent performance of Employee’s obligations hereunder.

3. Survival
   The representations and warranties set forth herein shall survive expiration or termination of this Agreement to the extent necessary to enforce the parties’ rights and obligations.

V. COVENANTS & RESTRICTIONS

1. Licensure & Compliance
   Employee shall promptly notify Employer of any threatened or actual investigation, disciplinary action, license restriction, or malpractice claim.

2. Policies & Procedures
   Employee shall comply with Employer’s policies, including HIPAA privacy and security, EMR usage, and quality assurance requirements.

3. Outside Activities
   Employee shall not engage in any outside practice or employment without Employer’s prior written consent, except activities fulfilling CME obligations.

4. Confidential Information
   Employee shall maintain the confidentiality of Employer’s proprietary and patient-related information and shall return all such information upon termination.

5. Non-Solicitation of Patients & Employees
   During the Term and for one (1) year thereafter, Employee shall not solicit or encourage any patient or employee of Employer to discontinue or alter his/her relationship with Employer.

6. Restrictive Covenant (Non-Competition)
   (a) Restricted Period: During the Term and for [TWELVE (12)] months following termination (other than termination by Employer without Cause),
   (b) Restricted Area: Within a radius of [10] miles from Employer’s primary office at [ADDRESS],
   Employee shall not practice [SPECIALTY] medicine, directly or indirectly, with a Competitor.
   

7. Professional Standards
   Employee shall maintain active staff privileges at [HOSPITAL(S)] and comply with applicable bylaws.

8. Notice & Cure
   Employee shall have ten (10) days after written notice to cure any breach of this Article V before Employer may invoke remedies under Article VI.

VI. DEFAULT & REMEDIES

1. Events of Default
   (a) Employee’s material breach of any obligation herein;
   (b) Suspension, revocation, or limitation of Employee’s license or privileges;
   (c) Conviction of a felony or any crime involving moral turpitude;
   (d) Employer’s failure to pay undisputed compensation within fifteen (15) days after written notice.

2. Notice & Cure
   Except as to breaches under § VI.1(b) or (c) (which are incurable), the defaulting party shall have fifteen (15) days after written notice to cure.

3. Remedies
   (a) Termination for Cause (immediate for § VI.1(b)–(c); after cure period for other defaults);
   (b) Injunctive relief pursuant to § VIII.4;
   (c) Recovery of actual damages, costs, and reasonable attorneys’ fees;
   (d) Set-off against any amounts otherwise payable.

4. Mitigation
   The non-defaulting party shall use reasonable efforts to mitigate damages.

VII. RISK ALLOCATION

1. Indemnification – Malpractice Claims
   (a) Employer shall defend, indemnify, and hold harmless Employee from any Malpractice Claim arising out of services performed within the scope of employment, except to the extent caused by Employee’s gross negligence or willful misconduct.
   (b) Employee shall cooperate fully in the defense of any Malpractice Claim.

2. Limitation of Liability
   Each party’s liability for Malpractice Claims shall be limited to the lesser of (i) the limits of applicable professional liability insurance required under § VII.3 or (ii) $[AMOUNT] per claim and $[AMOUNT] aggregate, except for damages resulting from a party’s gross negligence, willful misconduct, or fraud.

3. Insurance
   (a) Employer shall maintain professional liability insurance with minimum limits of $[1,300,000] per occurrence and $[3,900,000] aggregate (or such higher limits as required by N.Y. Pub. Health Law § 230-d).
   (b) Employer shall purchase tail coverage or extended reporting endorsement for claims-made policies covering Employee for at least six (6) years post-termination.

4. Force Majeure
   Neither party shall be liable for failure to perform due to events beyond its reasonable control (e.g., acts of God, acts of government, epidemic, pandemic, or terrorism), provided the affected party gives prompt notice and uses diligent efforts to resume performance.

VIII. DISPUTE RESOLUTION

1. Governing Law
   This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

2. Forum Selection
   Any suit, action, or proceeding arising out of this Agreement shall be instituted exclusively in the state courts located in [COUNTY], New York, and each party irrevocably submits to such jurisdiction.

3. Arbitration (Optional)
   [OPTION A – STRIKE IF NOT APPLICABLE]
   Any dispute, controversy, or claim not resolved within thirty (30) days of written notice shall be finally settled by binding arbitration administered by the AAA under its Healthcare Payor Provider Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

4. Injunctive Relief
   Notwithstanding § VIII.3, either party may seek temporary, preliminary, and/or permanent injunctive relief in any court of competent jurisdiction to prevent or curtail a breach of Article V or to preserve its rights pending arbitration.

5. Jury Trial Waiver (Optional)
   [OPTION B – STRIKE IF NOT APPLICABLE]
   EACH PARTY HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT.

IX. GENERAL PROVISIONS

1. Amendment; Waiver
   No amendment or waiver of any provision shall be effective unless in writing and signed by both parties. A waiver on one occasion shall not constitute a waiver of any subsequent breach.

2. Assignment
   Employee may not assign any rights or delegate any duties without Employer’s prior written consent. Employer may assign this Agreement to any successor entity that acquires substantially all of Employer’s assets or equity, provided such successor assumes all obligations herein.

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

4. Entire Agreement
   This Agreement, including all Schedules, constitutes the entire understanding between the parties and supersedes all prior agreements or understandings, oral or written.

5. Counterparts; Electronic Signatures
   This Agreement may be executed in counterparts (including via electronic signature under N.Y. State Tech. Law § 304), each of which shall be deemed an original, and all together shall constitute one instrument.

6. Notices
   All notices shall be in writing and delivered by (i) certified mail (return receipt requested), (ii) nationally recognized overnight courier, or (iii) confirmed email/PDF, to the addresses set forth below (or as later designated). Notice is deemed given on receipt (or attempted delivery if refused).

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto have executed this Healthcare Employment Agreement as of the Effective Date.

SCHEDULE 1 – Incentive Compensation

[Insert RVU targets, quality metrics, and payment methodology.]

SCHEDULE 2 – On-Call & Workload Requirements

[Detail call rotation, after-hours coverage, telehealth obligations.]

SCHEDULE 3 – Benefits Summary

[List PTO accrual, CME stipend, health/dental/vision, retirement match, etc.]