Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(Oregon — Physician / Nurse Practitioner / Physician Assistant)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Duties & Authority
4. Compensation & Benefits
5. Term; Renewal; Termination
6. Representations & Warranties
7. Covenants & Restrictions (Non-Compete / Non-Solicit)
8. Default; Notice & Remedies
9. Risk Allocation (Malpractice / Tail)
10. Dispute Resolution
11. General Provisions
12. Execution Block

1. DOCUMENT HEADER

1.1 Parties

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

(a) [EMPLOYER NAME], an [Oregon professional corporation / medical group / LLC] with its principal place of business at [ADDRESS] ("Employer"); and

(b) [EMPLOYEE NAME, DEGREE/CREDENTIALS], an individual holding a current and unrestricted license issued by the [Oregon Medical Board / Oregon State Board of Nursing / Oregon Medical Board (PA)] (License No. [____]) ("Employee").

1.2 Recitals

A. Employer is duly organized under Oregon law to employ healthcare professionals.
B. Employee is duly licensed and qualified to provide professional healthcare services in Oregon.
C. The Parties wish to set forth the terms of Employee's employment in compliance with all Applicable Law, including ORS chapter 677 and ORS 653.295.

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

2. DEFINITIONS

☐ "Applicable Law" — all federal, state (including ORS ch. 677, ORS ch. 652-653, OAR ch. 847), and local laws governing the Services, including Stark, Anti-Kickback Statute, HIPAA, and Oregon Medical Board regulations.

☐ "Base Salary" — the annual salary under Section 4.1(a).

☐ "Board Certification" — current certification by the American Board of [SPECIALTY] or comparable certifying body.

☐ "Cause" — the events described in Section 5.4(b).

☐ "Confidential Information" — defined in Section 7.2(a).

☐ "DEA" — the United States Drug Enforcement Administration.

☐ "Malpractice Insurance" — coverage required under Section 9.3.

☐ "Services" — all professional healthcare and administrative services Employee is required to perform.

☐ "Statutory Salary Threshold" — the CPI-indexed minimum annual gross salary required by ORS 653.295(1)(d) for an enforceable non-competition agreement, as adjusted annually by BOLI.

3. ENGAGEMENT; DUTIES & AUTHORITY

3.1 Position. Employer hires Employee as [TITLE e.g., "Staff Physician — Family Medicine"].

3.2 Primary Practice Site. Employee shall principally render Services at [PRIMARY LOCATION] and such additional sites within [COUNTY], Oregon as Employer may reasonably designate.

3.3 Duties. Employee shall: (a) provide professional healthcare services consistent with Applicable Law and Employer policies; (b) maintain accurate, timely medical records; (c) comply with Employer's quality assurance, peer review, and risk-management programs; (d) participate in on-call rotation as reasonably scheduled; and (e) perform reasonably assigned administrative duties.

3.4 Licensing & Credentialing.
(a) Employee shall maintain (i) an unrestricted Oregon professional license, (ii) Board Certification if applicable, (iii) DEA registration, and (iv) hospital/payer credentials reasonably required.
(b) Employee shall immediately notify Employer of any investigation, suspension, restriction, or revocation.

3.5 Professional Judgment. Nothing herein interferes with Employee's independent professional judgment.

3.6 Scope of Practice. Employee shall act only within the lawful scope of practice authorized by the Employee's Oregon license and applicable OAR provisions.

3.7 Fee-Splitting Prohibition. Compensation is structured to comply with ORS 677.190 (grounds for discipline) and federal anti-kickback law; no portion of compensation is paid in exchange for referrals.

4. COMPENSATION & BENEFITS

4.1 Compensation.
(a) Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per annum (which, if a non-compete is to be enforceable, shall equal or exceed the Statutory Salary Threshold), payable per Employer's standard payroll practices.
(b) Incentive Compensation. Per Schedule A, structured to comply with Stark and Anti-Kickback Statute (productivity bonuses based on personally performed services are permitted under safe harbors).
(c) Signing Bonus / Relocation Allowance. [IF APPLICABLE] $[AMOUNT], subject to repayment under Schedule B if Employee terminates within [____] months.

4.2 Benefits. Employee participates in Employer's benefit plans on the same terms as similarly situated employees.

4.3 PTO & CME.
(a) PTO accrues at ☐ hours per pay period, consistent with Oregon sick leave under ORS 653.601-661.
(b) Employer shall reimburse up to $[AMOUNT] annually for CME and provide ☐ CME leave days.

4.4 Expense Reimbursement. Employer shall reimburse reasonable business expenses per ORS 652.610 and Employer policy.

5. TERM; RENEWAL; TERMINATION

5.1 Term. Three (3) years from the Effective Date (the "Initial Term"), automatically renewing for one-year Renewal Terms unless either Party gives [90] days' prior written notice of non-renewal.

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

5.3 Mutual Agreement. Termination at any time by mutual written consent.

5.4 For Cause.
(a) Written notice identifying grounds; [30] days to cure if curable.
(b) Cause includes: (i) material breach; (ii) loss/suspension/restriction of license, DEA, or hospital privileges; (iii) Medicare/Medicaid exclusion; (iv) felony conviction or crime of moral turpitude; (v) willful misconduct or gross negligence; (vi) violation of harassment, discrimination, or substance abuse policies.

5.5 Effect of Termination.
(a) Employer pays all earned but unpaid wages, accrued PTO (per policy), and reimbursable expenses within the time required by ORS 652.140 (final paychecks).
(b) Employee returns Employer property and cooperates in transition of patient care consistent with Oregon Medical Board patient-abandonment guidance.

5.6 HB 2992 Compliance. Within thirty (30) days after termination, Employer shall provide Employee a signed, written copy of any noncompetition agreement, as required by ORS 653.295(6).

5.7 Survival. Sections 6, 7.2-7.4, 8, 9, 10, 11 survive termination.

6. REPRESENTATIONS & WARRANTIES

6.1 Each Party represents it has authority to enter the Agreement and that performance will not violate any other contract.

6.2 Employee further represents that: (a) all licenses/credentials are current and unrestricted; (b) Employee is not party to any restrictive agreement that would prevent performance; (c) Employee has not been sanctioned, excluded, or convicted as described in Section 5.4(b); and (d) Employee will promptly disclose events rendering any representation inaccurate.

6.3 Representations survive [TWO] years post-termination; fraud survives without limitation.

7. COVENANTS & RESTRICTIONS

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

7.2 Confidentiality.
(a) "Confidential Information" includes trade secrets, HIPAA-protected patient information, and proprietary business data.
(b) Employee shall not use or disclose Confidential Information except as authorized or required by law.
(c) On termination, Employee shall return or securely destroy all Confidential Information.

7.3 Non-Competition (ORS 653.295 Compliance).

(a) Acknowledgment. Employee acknowledges receipt of written notice of this non-competition covenant [IN AN OFFER LETTER DELIVERED AT LEAST TWO WEEKS BEFORE THE FIRST DAY OF EMPLOYMENT / IN CONNECTION WITH A BONA FIDE ADVANCEMENT] as required by ORS 653.295(1)(a).

(b) Restriction. For [TWELVE (12) MONTHS or less] following termination, Employee shall not, within a [___]-mile radius of [PRIMARY PRACTICE SITE], directly or indirectly engage in the practice of [SPECIALTY] in competition with Employer.

(c) Statutory Conditions. This Section 7.3 is enforceable only if at the time of termination Employee's annual gross salary and commissions exceed the Statutory Salary Threshold under ORS 653.295(1)(d). If the threshold is not met, this Section is void and unenforceable.

(d) Garden Leave Alternative. In lieu of enforcement, Employer may elect under ORS 653.295(7) to compensate Employee during the restricted period at the greater of (i) 50% of Employee's annual gross base salary and commissions at termination, or (ii) 50% of the Statutory Salary Threshold.

(e) Severability / Reformation. If any portion is unenforceable, the court shall reform it to the minimum extent necessary to comply with ORS 653.295.

7.4 Patient & Employee Non-Solicitation. For [TWELVE] months after termination, Employee shall not knowingly solicit Employer's patients for competitive services or solicit Employer's employees to leave employment. This Section does not restrict: (i) generalized advertising; (ii) discussions initiated by another party; or (iii) protected activity.

7.5 Intellectual Property. Works conceived in the course of employment relating to Employer's business are "work made for hire"; Employee assigns all right, title, and interest to Employer, subject to ORS 659A.890 (Oregon assignment-of-invention statute requires written notice of statutory exclusion for inventions made on Employee's own time without Employer resources).

7.6 Outside Activities. Outside professional activities require Employer's prior written consent.

8. DEFAULT; NOTICE & REMEDIES

8.1 Events of Default. (a) Uncured Cause under Section 5.4(b); (b) failure to pay any undisputed monetary obligation within [10] Business Days after notice; (c) material violation of compliance program after written warning.

8.2 Notice & Cure. Written notice; 30 days to cure (10 days for monetary).

8.3 Remedies. Termination, specific performance, injunctive relief, and reasonable attorneys' fees and costs.

8.4 Remedies are cumulative and non-exclusive.

9. RISK ALLOCATION

9.1 Indemnification.
(a) Employee indemnifies Employer for Losses arising from Employee's gross negligence, willful misconduct, or unauthorized acts outside the Services.
(b) Employer indemnifies Employee for Losses attributable to Employer's operations or acts (other than Employee's).

9.2 Limitation of Liability. Except for indemnity, breach of confidentiality, or gross negligence/willful misconduct, aggregate liability is limited to the greater of (i) Malpractice Insurance limits in Section 9.3 or (ii) $[AMOUNT].

9.3 Insurance / Tail.
(a) Employer shall maintain professional liability insurance covering Employee with limits not less than $[1,000,000] per claim and $[3,000,000] aggregate, consistent with ORS 742.405.
(b) Tail (Extended Reporting). If claims-made coverage is provided, [EMPLOYER / EMPLOYEE] shall procure tail coverage with equivalent limits for at least [seven (7)] years following termination (the Oregon statute of limitations/repose for medical malpractice is generally 2 years from discovery, capped at 5 years from the act under ORS 12.110(4); a 7-year tail is conservative). The cost-allocation on departure type is as follows: [EMPLOYER PAYS / EMPLOYEE PAYS / SPLIT].

9.4 Force Majeure. Standard force majeure for events beyond reasonable control; payment obligations for Services rendered are not excused.

10. DISPUTE RESOLUTION

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

10.2 Forum. Exclusive forum is the state courts located in [COUNTY], Oregon.

10.3 Arbitration (Optional).

At written mutual election, disputes shall be finally resolved by confidential binding arbitration administered by [AAA / JAMS] under its Employment Arbitration Rules (Healthcare Supplement). Seat: [CITY, Oregon]. Single arbitrator licensed in Oregon. Either Party may seek interim injunctive relief from court.

10.4 Jury Trial Waiver (Optional).
EACH PARTY KNOWINGLY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

10.5 Injunctive Relief. Either Party may seek injunctive relief in the courts in Section 10.2 to enforce Sections 7.2-7.4, without posting bond to the extent permitted by law.

11. GENERAL PROVISIONS

11.1 Amendments. In writing, signed by both Parties.

11.2 Assignment. Employee may not assign. Employer may assign to a successor that assumes obligations in writing.

11.3 Severability; Reformation. Invalid provisions reformed to minimum extent necessary.

11.4 Entire Agreement. This Agreement plus Schedules/Exhibits supersedes all prior agreements.

11.5 Counterparts; Electronic Signatures. Permitted under ORS 84.001-84.061 (Oregon UETA).

11.6 Notices. Personal delivery, overnight courier, or certified mail; effective on receipt.

11.7 Construction. Headings for convenience only; drafter rule waived.

12. EXECUTION BLOCK

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

SCHEDULES & EXHIBITS

• Schedule A — Productivity & Quality Incentive Plan (Stark/AKS compliant)
• Schedule B — Signing Bonus / Relocation Repayment Terms
• Exhibit 1 — Job Description & Performance Metrics
• Exhibit 2 — Acknowledgment of Employer Policies & Compliance Program
• Exhibit 3 — ORS 653.295 Pre-Employment Notice (delivered ≥ 2 weeks before start)

SOURCES AND REFERENCES

• ORS 653.295 (Noncompetition Agreements): https://oregon.public.law/statutes/ors_653.295
• BOLI Noncompetition Agreements: https://www.oregon.gov/boli/employers/pages/noncompetition-agreements.aspx
• ORS 677.190 (Medical Board grounds for discipline): https://oregon.public.law/statutes/ors_677.190
• ORS 742.405 (Medical malpractice insurance): https://oregon.public.law/statutes/ors_742.405
• ORS 12.110 (Statute of limitations — professional malpractice): https://oregon.public.law/statutes/ors_12.110