Healthcare Employment Agreement (Ohio)

HEALTHCARE EMPLOYMENT AGREEMENT

(Ohio — Physician / Nurse Practitioner / Physician Assistant)

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; Non-Competition; Confidentiality
8. Default; Notice & Remedies
9. Risk Allocation; Malpractice & Tail Coverage
10. Dispute Resolution
11. General Provisions
12. Execution Block

1. DOCUMENT HEADER

1.1 Parties

This Healthcare Employment Agreement (the "Agreement") is entered into and effective as of [EFFECTIVE DATE] (the "Effective Date") by and between:

(a) [EMPLOYER NAME], an Ohio [professional medical corporation / professional limited liability company / nonprofit hospital corporation] with its principal place of business at [ADDRESS] ("Employer"); and

(b) [EMPLOYEE NAME, M.D./D.O./N.P./P.A.], an individual holding a current and unrestricted license issued by the State Medical Board of Ohio / Ohio Board of Nursing (License No. [____________]) ("Employee").

1.2 Recitals

A. Employer is duly organized under Ohio law and authorized to employ healthcare professionals consistent with Ohio Rev. Code ch. 4731 and the corporate-practice-of-medicine doctrine.
B. Employee is duly licensed and qualified to render professional healthcare Services.
C. The Parties wish to set forth the terms of Employee's employment in compliance with Applicable Law.

NOW, THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows:

2. DEFINITIONS

"Applicable Law" — All federal, Ohio state, and local statutes, regulations, and professional standards governing the Services, including Ohio Rev. Code ch. 4731 (Medical Practice Act), ch. 4723 (Nursing), ch. 4730 (Physician Assistants), the Stark Law (42 U.S.C. § 1395nn), Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), HIPAA (45 C.F.R. pts. 160, 164), and Ohio Adm. Code Agency 4731.

"Base Salary" — The annual salary payable pursuant to Section 4.1(a).

"Board Certification" — Current certification by the American Board of [SPECIALTY] or equivalent.

"Cause" — Any event described in Section 5.4(b).

"Confidential Information" — Has the meaning in Section 7.3(a).

"DEA" — The U.S. Drug Enforcement Administration.

"Medical Board" — The State Medical Board of Ohio.

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

"Term" — The period defined in Section 5.1, including any Renewal Term.

3. ENGAGEMENT; DUTIES; SCOPE OF PRACTICE

3.1 Employment; Position. Employer hires Employee, and Employee accepts employment, as [TITLE — e.g., "Staff Physician — Internal Medicine"], to render the Services under Employer's direction subject to Employee's independent professional judgment.

3.2 Primary Site. Employee shall principally render Services at [PRIMARY LOCATION] and at such additional sites within [COUNTY], Ohio as Employer may reasonably designate upon at least [30] days' prior notice for any permanent relocation beyond [25] miles.

3.3 Scope of Duties. Employee shall:
(a) Provide professional healthcare services in conformity with Applicable Law, the Medical Board's standards of care, and Employer's policies;
(b) Maintain accurate and timely medical records in Employer's EHR;
(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 administrative duties customarily associated with the position.

3.4 Licensing & Credentialing. Employee shall at all times maintain (i) an unrestricted Ohio license, (ii) current Board Certification (if applicable), (iii) valid DEA registration and Ohio Terminal Distributor / Prescriber registration as applicable, and (iv) all hospital, payer, and Medicare/Medicaid credentials reasonably required by Employer. Employee shall immediately notify Employer of any investigation, suspension, restriction, or revocation.

3.5 Independent Professional Judgment. Consistent with Ohio's corporate-practice-of-medicine doctrine, nothing herein shall be construed to interfere with Employee's independent clinical judgment.

3.6 Scope of Practice (NP/PA). ☐ If Employee is an APRN, Employee shall practice pursuant to a Standard Care Arrangement under Ohio Rev. Code § 4723.431. ☐ If Employee is a PA, Employee shall practice under a Supervision Agreement under Ohio Rev. Code § 4730.19.

4. COMPENSATION & BENEFITS

4.1 Compensation.
(a) Base Salary. Employer shall pay Employee $[AMOUNT] per annum, payable per Employer's standard payroll schedule and subject to withholdings.
(b) Incentive Compensation. Employee may earn productivity/quality incentives per Schedule A, structured to comply with the Stark Law, Anti-Kickback Statute, and Ohio Rev. Code § 4731.22(B)(17) prohibition on division of fees for patient referrals.
(c) Signing / Relocation. ☐ Employer shall pay a one-time [signing bonus / relocation allowance] of $[AMOUNT], subject to forgiveness/repayment terms in Schedule B.

4.2 Benefits. Employee shall be eligible for Employer's group health, dental, retirement, and disability plans on the same terms as similarly situated employees.

4.3 PTO & CME.
(a) Employee shall accrue [____] PTO days annually.
(b) Employer shall reimburse up to $[AMOUNT] per year for CME and shall provide up to [____] CME leave days, sufficient to satisfy Ohio Rev. Code § 4731.281 license-renewal requirements.

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

5. TERM; RENEWAL; TERMINATION

5.1 Term. The Initial Term commences on the Effective Date and continues for [THREE] years, automatically renewing for successive [ONE-YEAR] Renewal Terms unless either Party gives at least [90] days' prior written notice of non-renewal.

5.2 Without Cause. Either Party may terminate without Cause upon at least [90] days' prior written notice.

5.3 Mutual Agreement. The Parties may terminate at any time by mutual written consent.

5.4 For Cause.
(a) The terminating Party shall give written notice identifying the grounds and, if curable, a [30]-day cure period.
(b) Cause includes:
(i) Material breach of this Agreement;
(ii) Loss, suspension, or restriction of Employee's Ohio license, DEA registration, or hospital privileges;
(iii) Exclusion or debarment from any federal or state healthcare program (Medicare, Medicaid, OIG LEIE);
(iv) Conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude;
(v) Willful misconduct or gross negligence; or
(vi) Violation of Employer's compliance, anti-harassment, or substance-abuse policies.

5.5 Effect of Termination. Employer shall pay all earned but unpaid Base Salary, accrued PTO per policy, and reimbursable expenses through the termination date in accordance with Ohio Rev. Code § 4113.15. Employee shall return Employer property and cooperate in the orderly transfer of patient care consistent with Medical Board patient-abandonment standards.

5.6 Survival. Sections 6, 7, 8, 9, 10, and 11 survive termination.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual. Each Party represents that it has full authority to enter into and perform this Agreement, that this Agreement is enforceable against it, and that performance will not violate any other agreement.

6.2 Employee. Employee additionally represents that:
(a) All licenses, certifications, and credentials in Section 3.4 are current and unrestricted;
(b) Employee is not a party to any prior agreement that would restrict performance hereunder;
(c) Employee has not been sanctioned, excluded, debarred, or convicted as described in Section 5.4(b); and
(d) Employee will promptly disclose any event rendering any representation inaccurate.

6.3 Survival. Representations survive for [TWO] years following termination; fraud claims survive without limitation.

7. COVENANTS; NON-COMPETITION; CONFIDENTIALITY

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

7.2 Non-Competition.

For a period of [TWO (2)] years following termination of employment for any reason, Employee shall not, within a [FIFTEEN (15)]-mile radius of Employee's primary Practice Site, directly or indirectly engage in the practice of [SPECIALTY] medicine on behalf of any person or entity other than Employer. The Parties intend this covenant to be reasonable under Raimonde v. Van Vlerah and agree that, if any court finds any term unreasonable, the court is authorized to modify (blue-pencil/reform) the term to the minimum extent necessary to render it enforceable.

7.3 Confidentiality.
(a) "Confidential Information" includes Employer's trade secrets (as defined in Ohio Rev. Code § 1333.61), HIPAA-protected patient information, payer-contract terms, financial data, and proprietary policies.
(b) Employee shall not, during or after employment, use or disclose Confidential Information except as authorized or required by law.
(c) Upon termination, Employee shall return or securely destroy all Confidential Information.

7.4 Patient & Employee Non-Solicitation. During employment and for [TWO (2)] years thereafter, Employee shall not knowingly solicit Employer's patients for competitive services or solicit Employer's employees to terminate employment, except for general advertising and unsolicited inquiries.

7.5 Patient Records & Continuity. Upon termination, patient medical records remain the property of Employer; Employee shall cooperate with reasonable patient notification consistent with Medical Board guidance to avoid patient abandonment.

7.6 Intellectual Property. Works, inventions, and improvements conceived in the course of employment relating to Employer's business are works for hire and belong to Employer; Employee assigns all right, title, and interest therein.

7.7 No Fee-Splitting. Consistent with Ohio Rev. Code § 4731.22(B)(17), no compensation under this Agreement constitutes payment for the referral of patients or division of fees with any non-licensed person.

8. DEFAULT; NOTICE & REMEDIES

8.1 Events of Default. (a) Any uncured breach constituting Cause under § 5.4(b); (b) failure to pay any undisputed amount within [10] business days of notice; (c) material violation of Employer's compliance program after written warning.

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

8.3 Remedies. The non-defaulting Party may (a) terminate immediately, (b) seek injunctive relief or specific performance, and (c) recover reasonable attorneys' fees and costs. Remedies are cumulative.

9. RISK ALLOCATION; MALPRACTICE & TAIL COVERAGE

9.1 Indemnification.
(a) Employee shall indemnify Employer from Losses arising from Employee's gross negligence, willful misconduct, or violation of Applicable Law, or Services performed outside the scope of this Agreement.
(b) Employer shall indemnify Employee from Losses attributable to Employer's business operations (other than Employee's covered acts).

9.2 Malpractice Insurance.
(a) Employer shall, at Employer's expense, maintain professional liability insurance covering Employee with limits of not less than $[1,000,000] per claim and $[3,000,000] annual aggregate.
(b) Tail Coverage. ☐ Employer ☐ Employee shall, upon termination, procure extended reporting period ("tail") coverage with the same limits for at least [four (4)] years (matching the Ohio Rev. Code § 2305.113(C) statute of repose for medical claims). The Party bearing tail cost is specified here: [______________].

9.3 Force Majeure. Neither Party is liable for delay or failure caused by events beyond reasonable control, provided prompt notice and resumption.

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement is governed by Ohio law, without regard to conflict-of-laws principles.

10.2 Forum. Any action shall be brought exclusively in the Court of Common Pleas of [COUNTY], Ohio, or the U.S. District Court for the [Northern/Southern] District of Ohio.

10.3 Arbitration (Optional). ☐ Upon written mutual election, disputes shall be resolved by binding arbitration administered by AAA under its Employment Arbitration Rules, seated in [CITY], Ohio, before a single Ohio-licensed arbitrator. Either Party may seek interim injunctive relief in court.

10.4 Jury Trial Waiver (Optional). ☐ EACH PARTY KNOWINGLY WAIVES THE RIGHT TO A JURY TRIAL.

10.5 Injunctive Relief. Either Party may seek injunctive relief in any court of competent jurisdiction to enforce §§ 7.2, 7.3, and 7.4 without posting bond to the extent permitted by law.

11. GENERAL PROVISIONS

11.1 Amendments. Only in a writing signed by both Parties.
11.2 Assignment. Employee may not assign. Employer may assign to a successor by merger/acquisition that assumes the obligations.
11.3 Severability; Reformation. Per Raimonde, courts may reform unreasonable restrictive covenants to the minimum extent necessary.
11.4 Entire Agreement. This Agreement and its Schedules supersede all prior writings on the subject matter.
11.5 Counterparts; E-Signatures. Counterparts and electronic signatures are deemed originals.
11.6 Notices. By personal delivery, overnight courier, or certified mail to the addresses set forth herein.
11.7 Construction. Headings are for convenience; 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 & Performance Metrics
• Exhibit 2 — Acknowledgment of Compliance Program (Stark / AKS / HIPAA / ORC 4731.22)
• Exhibit 3 — Standard Care Arrangement (APRN) / Supervision Agreement (PA), if applicable

SOURCES AND REFERENCES

• Ohio Rev. Code § 4731.01 et seq. (Medical Practice Act): https://codes.ohio.gov/ohio-revised-code/chapter-4731
• Ohio Rev. Code § 4731.22(B): https://codes.ohio.gov/ohio-revised-code/section-4731.22
• Raimonde v. Van Vlerah, 42 Ohio St.2d 21, 325 N.E.2d 544 (1975)
• Ohio Rev. Code § 2305.113 (medical claim SOL / 4-year repose): https://codes.ohio.gov/ohio-revised-code/section-2305.113

This template is provided for informational purposes only and should be reviewed by qualified Ohio counsel before use.