Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(Oklahoma — Physician / Nurse Practitioner / Physician Assistant)

1. PARTIES AND RECITALS

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

Employer and Employee are each a "Party" and together the "Parties."

Recitals.
A. Employer delivers professional healthcare services under Oklahoma law, including 59 O.S. § 481 et seq.
B. Employee is duly licensed and qualified to render the Services described herein.
C. The Parties intend that this Agreement comply with Oklahoma's statutory framework, including 15 O.S. §§ 217-219B.

2. ENGAGEMENT; LICENSURE; SCOPE OF PRACTICE

2.1 Position. Employer hires Employee as [TITLE, e.g., "Staff Physician — Internal Medicine" / "Nurse Practitioner" / "Physician Assistant"].

2.2 Primary Site. Employee shall render Services principally at [ADDRESS] and at other Employer sites within [COUNTY], Oklahoma as reasonably designated.

2.3 Scope of Practice. Employee shall practice strictly within the scope authorized by Employee's Oklahoma license and applicable rules of the licensing board. For PAs, practice shall be conducted under a written supervisory agreement consistent with 59 O.S. § 519.2. For NPs, prescriptive authority shall conform to 59 O.S. § 567.3a and Title 485 OAC rules.

2.4 Credentialing. Employee shall maintain (a) an unrestricted Oklahoma professional license, (b) current DEA and Oklahoma Bureau of Narcotics registrations as applicable, (c) board certification where required, and (d) hospital and payer credentials reasonably required by Employer.

2.5 Professional Judgment. Nothing in this Agreement shall interfere with Employee's independent professional judgment in the care of patients.

2.6 Notice of Adverse Events. Employee shall immediately notify Employer of any malpractice claim, NPDB inquiry, license action, exclusion proceeding, or felony charge.

3. COMPENSATION AND BENEFITS

3.1 Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per annum, payable in accordance with Employer's payroll practices and the Oklahoma Wage Payment Act, 40 O.S. § 165.1 et seq.

3.2 Productivity / Incentive Compensation. Any incentive plan is set forth on Schedule A and shall be structured to comply with the federal Stark Law (42 U.S.C. § 1395nn), the Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), and Oklahoma's prohibition on fee-splitting under 59 O.S. § 509(8). Incentive payments shall not be conditioned on referral volume or value.

3.3 Benefits. Employee is eligible for Employer's standard benefits (health, dental, retirement) on the same terms offered to similarly situated employees.

3.4 CME. Employer shall reimburse up to $[AMOUNT] annually for CME, plus ☐ ☐ ☐ ☐ ☐ CME leave days per year.

3.5 Expense Reimbursement. Employer shall reimburse reasonable, documented business expenses consistent with Employer policy.

4. TERM; TERMINATION

4.1 Term. The initial term is [TWO] years from the Effective Date, automatically renewing for successive [ONE-YEAR] terms unless either Party gives [90] days' written notice of non-renewal.

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

4.3 Termination for Cause. Employer may terminate immediately for: (a) loss, suspension, or material restriction of Employee's license, DEA, or hospital privileges; (b) exclusion or debarment from any federal or state healthcare program; (c) conviction of, or plea to, a felony or crime involving moral turpitude or healthcare fraud; (d) material uncured breach (30-day cure for curable breaches); or (e) gross negligence or willful misconduct.

4.4 Final Wages. Final wages shall be paid as required by 40 O.S. § 165.3.

4.5 Patient Continuity. Upon termination, Employee shall cooperate with orderly transfer of patient care and patient notification consistent with Oklahoma State Board of Medical Licensure rules on practice closure.

5. RESTRICTIVE COVENANTS — OKLAHOMA STATUTORY LIMITS

5.1 No Non-Compete. The Parties acknowledge that Oklahoma law, including 15 O.S. § 217 and Cardiovascular Surgical Specialists, Corp. v. Mammana, 2002 OK 27, prohibits restraints on lawful practice. Nothing in this Agreement restricts Employee's right to practice medicine, nursing, or as a physician assistant anywhere in Oklahoma after termination.

5.2 Permitted Non-Solicitation of Patients (15 O.S. § 219A). For [ONE (1)] year following termination, Employee shall not directly solicit the established patients of Employer with whom Employee had a treating relationship during the last 12 months of employment. Consistent with § 219A, Employee may (a) practice the same profession, (b) work for or own a competing practice, and (c) accept business from any former patient who initiates contact with Employee.

5.3 Permitted Non-Solicitation of Employees (15 O.S. § 219B). For [ONE (1)] year following termination, Employee shall not directly solicit any then-current employee of Employer to terminate employment with Employer; provided that general advertising and unsolicited applications are not prohibited.

5.4 Confidentiality. Employee shall not, during or after employment, use or disclose Employer's Confidential Information (trade secrets, proprietary business data, patient information protected by HIPAA, 45 C.F.R. Parts 160-164, and the Oklahoma Hospital Standards Act). Upon termination, Employee shall return or securely destroy all Confidential Information.

5.5 Patient Records. Patient medical records are the property of Employer subject to patient rights under federal and Oklahoma law. Departing Employee is entitled to a copy of the patient list of patients treated by Employee for continuity of care, consistent with Oklahoma State Board of Medical Licensure guidance.

5.6 Severability of Covenants. If any restriction in this Section 5 is held to exceed what is permitted by 15 O.S. §§ 217-219B, the court shall blue-pencil or strike only the offending portion, and the remainder shall remain enforceable.

6. MALPRACTICE INSURANCE AND TAIL COVERAGE

6.1 Coverage. Employer shall maintain professional liability insurance covering Employee with limits of not less than $[1,000,000] per claim and $[3,000,000] aggregate.

6.2 Tail / Extended Reporting. If coverage is claims-made, the Parties shall allocate tail coverage as follows: [Employer / Employee / 50-50] shall pay the premium for an extended reporting endorsement at termination. Limits shall match the underlying policy and remain in force for not less than [the applicable Oklahoma statute of limitations / repose period].

6.3 Cooperation. Employee shall fully cooperate with the insurer and Employer in defense of any claim.

7. COMPLIANCE; FEE-SPLITTING; SELF-REFERRAL

7.1 Compliance Program. Employee shall comply with Employer's compliance program, HIPAA, the Stark Law, the federal Anti-Kickback Statute, and Oklahoma's prohibitions on fee-splitting and unprofessional conduct under 59 O.S. § 509(8).

7.2 No Improper Inducement. No compensation under this Agreement is paid in exchange for referrals or to induce referrals of items or services reimbursable under any federal or state healthcare program.

7.3 Reporting Obligations. Employer shall make any reports required under the National Practitioner Data Bank (45 C.F.R. Part 60) and Oklahoma board rules.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement is governed by Oklahoma law without regard to conflicts principles.

8.2 Forum. Venue lies exclusively in the District Court of [COUNTY] County, Oklahoma.

8.3 Arbitration (Optional). Upon mutual written election, disputes shall be resolved by binding arbitration in [CITY], Oklahoma under AAA Employment Rules (Healthcare Supplement), consistent with the Oklahoma Uniform Arbitration Act, 12 O.S. § 1851 et seq.

8.4 Injunctive Relief. Either Party may seek injunctive relief in court to enforce Sections 5.2-5.4, notwithstanding any arbitration election.

8.5 Attorneys' Fees. The prevailing Party may recover reasonable attorneys' fees and costs.

9. GENERAL PROVISIONS

9.1 Entire Agreement. This Agreement, together with its Schedules, is the entire agreement and supersedes prior agreements on the subject matter.

9.2 Amendments. No amendment is effective unless in writing signed by both Parties.

9.3 Assignment. Employee may not assign. Employer may assign to a successor by merger or acquisition.

9.4 Severability. Invalid provisions shall be reformed to the minimum extent necessary; the remainder remains enforceable.

9.5 Counterparts; Electronic Signatures. Counterparts and electronic signatures (Oklahoma UETA, 12A O.S. § 15-101 et seq.) are valid.

10. EXECUTION

SCHEDULES

• Schedule A — Productivity / Incentive Plan (Stark/AKS-compliant)
• Schedule B — Tail Coverage Allocation
• Schedule C — Job Description and Call Schedule

This template is provided for informational purposes and must be reviewed by competent Oklahoma counsel before use.