Healthcare Employment Agreement

NEW YORK HEALTHCARE EMPLOYMENT AGREEMENT

This Healthcare Employment Agreement (the “Agreement”) is made effective [__/__/____] between:

• Employer: [FULL LEGAL NAME], a New York [ENTITY TYPE], with an address at [ADDRESS] (“Employer”); and
• Clinician: [FULL LEGAL NAME], authorized in New York as a [PROFESSION], credential or license number [NUMBER], with an address at [ADDRESS] (“Clinician”).

Employer and Clinician are the “Parties.”

This form does not decide whether a particular entity may employ a particular healthcare professional or which profession-, facility-, payer-, or location-specific requirements apply. The Parties shall complete every schedule and attach the authority reviewed for the arrangement before signing.

1. EMPLOYMENT STRUCTURE

1.1 Position and Start Date

Employer employs Clinician as [TITLE / PROFESSION / SPECIALTY] beginning [__/__/____].

Select the intended structure:

☐ Employment has no fixed contractual end date.

☐ Employment has an initial term ending [__/__/____].

Renewal, if any: [________________________________]

This selection does not replace any mandatory notice, approval, or process identified in Schedule B.

1.2 Work Commitment

• Status: ☐ Full time ☐ Part time ☐ Per diem ☐ Other: [____________]
• Expected hours or FTE: [________________________________]
• Primary location: [________________________________]
• Additional locations: [________________________________]
• Remote or telehealth work: [________________________________]
• Call, coverage, travel, and after-hours duties: [________________________________]
• Administrative, teaching, research, or supervision duties: [________________________________]

Employer may request operational changes only within the Clinician Authority Record, agreed compensation structure, and written policies supplied to Clinician.

1.3 Outside Activities and Conflicts

Clinician shall disclose an outside activity that may materially interfere with scheduled duties, create an actual conflict, use Employer property or confidential information, or affect an authority recorded in Schedule B.

Approved outside activities and conditions:

[________________________________]

2. AUTHORITY TO EMPLOY AND PRACTICE

2.1 Conditions Before Clinical Work

Before Clinician provides services, Schedule B must identify and document:

• Clinician's exact profession, New York authority, scope, status, and expiration;
• any required registration, permit, supervision, collaboration, delegation, credentialing, or privilege;
• Employer's entity type, facility status, and authority to employ Clinician for the listed services;
• each approved location and service line;
• payer, ownership, referral, billing, and enrollment conditions material to the role; and
• the person responsible for monitoring each item.

No generic statement that Employer is a healthcare entity or that Clinician is “duly licensed” is sufficient for Schedule B.

2.2 Services and Professional Judgment

Clinician shall:

1. perform the services listed in Schedule A;
2. act only within the authority, credentials, privileges, supervision, and delegation recorded in Schedule B;
3. maintain timely and accurate records required for the assigned services;
4. follow written workplace, safety, privacy, billing, quality, and security policies supplied by Employer; and
5. exercise professional judgment where the Clinician's role requires it.

No provision requires Clinician to perform a service outside the completed authority record or to make an entry, certification, order, bill, report, or clinical representation Clinician reasonably believes is inaccurate.

2.3 Changes in Authority

Clinician shall promptly report a lapse, restriction, suspension, investigation, exclusion, loss of privilege, or other event that materially affects the assigned services, except to the extent disclosure is prohibited.

Employer shall promptly report a change in its entity authority, facility status, ownership, service approval, payer participation, or other condition that materially affects the arrangement.

The Parties shall document the interim work restriction, reassignment, leave, or separation decision in Schedule H or a signed amendment.

3. DUTIES, RESOURCES, AND PERFORMANCE

3.1 Detailed Duties

Schedule A shall state:

• clinical and nonclinical services;
• patient population and service setting;
• expected volume, coverage, and availability;
• documentation and order responsibilities;
• supervision, teaching, and delegation duties;
• quality, safety, and committee work;
• research, publications, media, and public-facing duties;
• equipment, staff, space, and access Employer will provide; and
• duties expressly excluded from the role.

3.2 Policies

Clinician shall follow written policies that are applicable to the role and supplied or made reasonably accessible. If a policy materially changes compensation, assigned services, schedule, location, professional risk, or an attached schedule, the Parties shall use the amendment process in Section 12.2.

3.3 Performance Review

• Review interval: [________________________________]
• Reviewer: [________________________________]
• Metrics and data source: [________________________________]
• Clinician access to underlying data: [________________________________]
• Correction or appeal process: [________________________________]
• Consequences of a missed target: [________________________________]

A target is not an authorization to disregard patient needs, professional judgment, documentation accuracy, payer terms, or the authority record.

4. COMPENSATION AND BENEFITS

4.1 Base Compensation

Select and complete:

☐ Salary: $[AMOUNT] per [YEAR / MONTH]

☐ Hourly: $[AMOUNT] per hour

☐ Shift or session: $[AMOUNT] per [SHIFT / SESSION]

☐ Other formula: [________________________________]

• Pay frequency: [________________________________]
• Regular payday: [________________________________]
• Timekeeping method: [________________________________]
• Compensation start date: [__/__/____]

4.2 Incentive Compensation

No incentive is owed unless Schedule C is completed. Schedule C must state:

• formula and measurement period;
• data source and reconciliation process;
• when compensation is earned;
• quality and documentation gates;
• treatment of denials, refunds, recoupments, leaves, schedule changes, and separation;
• who may correct data and by when;
• payment date; and
• whether and how the formula may change prospectively.

4.3 Benefits and Leave

Benefits and leave are listed in Schedule A. Written plan terms control eligibility, coverage, vesting, claims, and continuation for each plan.

The Parties shall identify separately:

• paid time off and scheduling rules;
• health and welfare benefits;
• retirement benefits;
• continuing education time and reimbursement;
• dues, credentialing, licensing, and registration costs;
• relocation or signing payments;
• professional equipment and communication costs; and
• repayment conditions, if any.

4.4 Expenses

Schedule C shall identify reimbursable expenses, approval rules, documentation, submission deadline, payment timing, and any agreed exclusions. This Agreement does not authorize an unspecified deduction or offset from compensation.

4.5 Deductions, Repayment, and Clawbacks

Any requested deduction, repayment, offset, signing-payment recovery, training repayment, equipment charge, or incentive recoupment must appear in Schedule C with:

• the triggering event;
• calculation;
• maximum amount;
• timing;
• dispute procedure;
• effect of separation reason; and
• counsel's review of the proposed collection method.

Employer shall not rely on a general sentence in this Agreement as authorization for a later deduction.

5. PROFESSIONAL LIABILITY AND INSURANCE

5.1 Coverage During Employment

Complete Schedule D from the actual policy or binder:

☐ Employer provides occurrence coverage.

☐ Employer provides claims-made coverage.

☐ Clinician maintains coverage.

☐ Coverage is allocated another way: [________________________________]

Schedule D shall state the carrier, named insureds, covered services and locations, policy type, limits, retroactive date, exclusions, deductible or retention, defense terms, consent-to-settle terms, incident reporting, and certificate requirements.

No amount printed in another contract or sample is an agreed or required limit for this arrangement.

5.2 Extended Reporting and Prior Acts

If claims-made coverage applies, Schedule D must select and price the post-separation solution:

☐ Extended reporting coverage purchased by Employer.

☐ Extended reporting coverage purchased by Clinician.

☐ Replacement prior-acts coverage, if accepted by the new carrier.

☐ Other: [________________________________]

Duration, limits, payment date, allocation, eligibility conditions, and proof:

[________________________________]

No fixed post-separation period applies unless entered from the actual insurance arrangement and reviewed with the profession and service profile.

5.3 Notice and Cooperation

Each Party shall promptly transmit a notice that may affect coverage and reasonably cooperate with the carrier and appointed counsel, subject to privileges, professional duties, conflicts, and any independent-counsel arrangement.

6. RECORDS, PRIVACY, AND INFORMATION

6.1 Patient and Clinical Records

Schedule E shall identify:

• record owner and custodian;
• systems used;
• access and authentication;
• documentation and amendment process;
• signature, co-signature, and order workflow;
• retention and disposition source;
• patient access and transfer process;
• post-separation access for care, billing, audit, credentialing, and defense; and
• responsibility for open results, messages, prescriptions, and referrals.

This Agreement does not transfer a patient's rights or authorize either Party to withhold, alter, or destroy a record contrary to the completed Schedule E.

6.2 Confidential Information

Clinician shall use Employer's nonpublic business information only for authorized work and protect it using the safeguards in Schedule E.

This duty does not prohibit a protected report, lawful communication with a government agency or counsel, discussion of working conditions protected by applicable rules, or disclosure required by process. Schedule E shall identify any required notice or handling procedure without delaying a protected communication.

6.3 Security and Systems

Employer shall identify approved devices, accounts, applications, remote-access methods, incident contacts, backup responsibilities, and return or deletion procedures. Clinician shall not move patient or Employer information to an unapproved account or system.

7. WORK PRODUCT AND INTELLECTUAL PROPERTY

7.1 Assigned Work Product

Schedule F shall identify work product specifically commissioned within Clinician's assigned duties and the intended ownership or license.

The following are excluded unless Schedule F expressly and lawfully states otherwise:

• preexisting materials;
• general professional skill and experience;
• work created outside assigned duties without Employer resources or confidential information;
• patient records and rights that cannot be transferred by this Agreement;
• professional credentials and personal authorship rights that remain with Clinician; and
• approved outside work.

7.2 Publications, Teaching, and Research

Schedule F shall state approval, attribution, confidentiality review, data access, sponsor, publication, invention, and post-separation rules for research, teaching, presentations, media, protocols, software, or publications.

8. RESTRICTIVE COVENANTS AND PATIENT COMMUNICATIONS

8.1 Default Selection

Select one:

☐ No post-employment noncompetition or nonsolicitation covenant is included.

☐ A separate New York counsel-reviewed rider is attached.

Checking the second box does not create a restriction. The rider must identify the exact conduct, people or relationships, duration, geography or service line, consideration, exclusions, and transition safeguards.

8.2 Rider Review Record

If a rider is requested, Schedule G must document:

• the interest the rider is intended to protect;
• Clinician's profession, specialty, locations, and patient population;
• patient choice and continuity risks;
• referral, payer, facility, and access effects;
• confidential information already protected by Section 6;
• conduct that remains permitted;
• the circumstances of signing and consideration;
• separation reasons that activate or cancel the rider;
• proposed enforcement and security terms; and
• the exact current authority reviewed by New York counsel.

8.3 Patient and Workforce Communications

Schedule H shall assign responsibility for notices to patients, facilities, referral sources, payers, vendors, staff, and regulators. Neither Party may use a transition communication to misstate Clinician's status, obstruct lawful patient choice, or direct records contrary to Schedule E.

9. ENDING EMPLOYMENT

9.1 Ordinary Notice

Select and complete:

☐ Either Party may end employment without advance contractual notice.

☐ Employer must give [NUMBER] days' written notice; Clinician must give [NUMBER] days' written notice.

☐ The term ends on [__/__/____] unless renewed in writing.

Notice method and recipient: [________________________________]

9.2 Immediate Removal or Separation

Schedule H shall identify the events that may require immediate removal from clinical duties, investigation, reassignment, leave, or separation, such as loss of required authority, a documented safety concern, exclusion from a required program, material credential falsification, or material breach.

The response shall be tailored to the event and any controlling policy, agreement, process, or authority identified in Schedule B.

9.3 Transition Plan

Before the last day or as soon as practicable after an immediate event, the Parties shall complete Schedule H for:

• open patients, results, orders, prescriptions, referrals, and messages;
• coverage and handoff;
• records and system access;
• patient and business communications;
• payer, facility, credentialing, and insurance notices;
• property and data return;
• final compensation and expenses;
• insurance reporting and post-separation coverage;
• continuing cooperation; and
• active investigations, audits, claims, or holds.

9.4 Final Accounting

Employer shall provide a written final accounting showing:

• base compensation through the last covered period;
• earned incentive compensation and later reconciliation date;
• approved expenses;
• benefit or leave treatment under controlling documents;
• any proposed deduction, repayment, or offset and its Schedule C basis; and
• amounts disputed and the review contact.

Payment of an undisputed amount shall not be conditioned on signing a release unless separately reviewed and agreed.

10. RESPONSIBILITY, CLAIMS, AND REMEDIES

10.1 Professional Responsibility

Nothing in this Agreement eliminates a professional duty or responsibility that cannot be transferred, waived, indemnified, or limited.

10.2 No Default Indemnity or Liability Cap

This Agreement contains no automatic employee indemnity for patient claims and no general cap on malpractice, wage, statutory, professional, privacy, security, or other liability.

Any proposed indemnity, defense obligation, damages exclusion, or liability limitation must be placed in a separate rider identifying:

• covered and excluded claims;
• fault allocation;
• insurance interaction;
• tender and defense control;
• settlement authority;
• conflicts and independent counsel;
• financial capacity; and
• nonwaivable duties.

10.3 Equitable Relief

A Party may request equitable relief when available. No injunction, bond waiver, presumption, or remedy is automatic merely because this Agreement describes the information as confidential or a covenant as important.

10.4 Attorney's Fees and Costs

Each Party bears its own attorney's fees and costs unless a separately reviewed provision or controlling authority provides otherwise.

11. DISPUTE PROCESS

Complete Schedule I and select one:

☐ No mandatory arbitration agreement is included.

☐ A separate counsel-reviewed arbitration rider is attached.

If arbitration is selected, the rider shall identify the administrator, rules, claims covered and excluded, location, decision maker, fees, discovery, interim relief, award form, confidentiality, and judicial-enforcement process.

Court selection, venue, jury treatment, limitations, pre-suit steps, emergency relief, and fee allocation shall not be inferred from blank metadata or optional boilerplate. Enter only the choices reviewed for the Parties and claims in Schedule I.

12. GENERAL TERMS

12.1 Entire Agreement and Priority

This Agreement, completed schedules, and signed riders are the Parties' agreement concerning employment. If an insurance policy, benefit plan, collective bargaining agreement, facility rule, payer agreement, or mandatory authority controls a subject, the controlling document or authority prevails to the extent of conflict.

12.2 Amendments

An amendment must be written and signed by both Parties. A policy update alone does not amend a negotiated term on compensation, duties, term, insurance allocation, post-employment restriction, dispute process, or another subject identified as requiring amendment.

12.3 Waiver

A waiver applies only to the specific event stated in writing and does not waive a later event.

12.4 Assignment

Clinician may not delegate clinical duties except through an approved and authorized arrangement recorded in Schedule B. Employer may assign this Agreement only to a successor that assumes Employer's obligations and is documented as authorized for the arrangement.

12.5 Severability

If a provision is unenforceable, it may be severed only to the extent the deciding forum permits. This clause does not guarantee rewriting of a restriction or other provision.

12.6 Notices

Contract notices shall be delivered by [METHOD] to [RECIPIENT / ADDRESS]. This clause does not replace a notice method required by an insurer, payer, facility, program, agreement, or authority.

12.7 Counterparts and Electronic Signing

The Parties may sign counterparts and use an agreed electronic process after confirming that the method is appropriate for this transaction and preserves the completed Agreement and attachments.

13. SIGNATURES

By signing, each Party confirms that every selected schedule and rider is attached and complete.

SCHEDULE A — POSITION, DUTIES, AND BENEFITS

• Position and specialty: [________________________________]
• Detailed clinical services: [________________________________]
• Administrative, teaching, research, and supervision duties: [________________________________]
• Schedule, call, coverage, travel, and locations: [________________________________]
• Resources and staff Employer provides: [________________________________]
• Duties excluded from the role: [________________________________]
• Benefits and leave: [________________________________]
• Continuing education and professional expenses: [________________________________]
• Approved outside activities: [________________________________]

SCHEDULE B — NEW YORK PROFESSION AND EMPLOYER AUTHORITY RECORD

Clinician Authority

Employer Authority

Arrangement Review

• Services within completed authority record: ☐ Yes ☐ No
• Compensation methodology reviewed for services and payers: ☐ Yes ☐ No
• Required agreements, protocols, delegations, or supervision attached: ☐ Yes ☐ No ☐ N/A
• Authority changes or pending renewals: [________________________________]
• New York counsel reviewer and date: [________________________________] / [__/__/____]

SCHEDULE C — COMPENSATION, EXPENSES, AND REPAYMENT

• Base formula and pay frequency: [________________________________]
• Incentive formula and data: [________________________________]
• When each amount is earned: [________________________________]
• Reconciliation and dispute process: [________________________________]
• Leave and separation treatment: [________________________________]
• Expense rules and submission deadline: [________________________________]
• Signing, relocation, education, or other payments: [________________________________]
• Proposed repayment, deduction, offset, or recoupment: [________________________________]
• Collection method reviewed by counsel: [________________________________]

SCHEDULE D — PROFESSIONAL LIABILITY COVERAGE

SCHEDULE E — RECORDS, PRIVACY, AND SECURITY

• Record owner and custodian: [________________________________]
• Systems and approved devices: [________________________________]
• Documentation, signature, and amendment workflow: [________________________________]
• Access and authentication: [________________________________]
• Retention and disposition authority: [________________________________]
• Patient access, transfer, and release process: [________________________________]
• Post-separation access: [________________________________]
• Open results, orders, messages, prescriptions, and referrals: [________________________________]
• Security incident contact and process: [________________________________]
• Return, export, preservation, and deletion process: [________________________________]

SCHEDULE F — WORK PRODUCT, RESEARCH, AND PUBLICATIONS

• Preexisting materials: [________________________________]
• Assigned work product: [________________________________]
• Ownership or license: [________________________________]
• Research sponsor and agreement: [________________________________]
• Data and specimen controls: [________________________________]
• Publication, attribution, and review: [________________________________]
• Inventions and disclosures: [________________________________]
• Post-separation rights and duties: [________________________________]

SCHEDULE G — RESTRICTIVE-COVENANT RIDER REVIEW

Complete only if a separate rider is attached.

• Protected interest and supporting facts: [________________________________]
• Restricted conduct: [________________________________]
• Duration and start event: [________________________________]
• Geography, facilities, service line, patients, staff, or referral sources: [________________________________]
• Consideration and signing circumstances: [________________________________]
• Permitted conduct and exclusions: [________________________________]
• Patient choice, access, and continuity review: [________________________________]
• Public and workforce impact review: [________________________________]
• Confidentiality protections already available: [________________________________]
• Separation reasons affecting the rider: [________________________________]
• Enforcement, security, fees, and remedy terms: [________________________________]
• Current New York authority reviewed: [________________________________]
• Counsel reviewer and date: [________________________________] / [__/__/____]

SCHEDULE H — SEPARATION AND TRANSITION PLAN

SCHEDULE I — DISPUTE CHOICES

• Governing law reviewed: [________________________________]
• Court or arbitration selection: [________________________________]
• Venue or hearing location: [________________________________]
• Claims covered and excluded: [________________________________]
• Pre-suit notice or meeting: [________________________________]
• Emergency relief process: [________________________________]
• Discovery and confidentiality: [________________________________]
• Fees and costs: [________________________________]
• Jury treatment, if any: [________________________________]
• Current authority and counsel review: [________________________________]

This template is provided for informational purposes only and does not constitute legal advice. New York counsel must complete and review the profession, employer-authority, compensation, insurance, records, restrictive-covenant, dispute, and transition schedules before use.