HEALTHCARE EMPLOYMENT AGREEMENT

(Commonwealth of Pennsylvania)

[// GUIDANCE: This template is intentionally comprehensive. Delete any provisions that are not applicable or that your client wishes to negotiate out, and confirm that all bracketed placeholders are completed before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Duties
4. Term & Renewal
5. Compensation & Benefits
6. Scheduling & Call Coverage
7. Representations & Warranties
8. Covenants & Restrictions
9. Professional Liability & Risk Allocation
10. Default; Notice; Remedies
11. Dispute Resolution
12. General Provisions
13. Execution Block

1. DOCUMENT HEADER

This HEALTHCARE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between:

• [EMPLOYER LEGAL NAME], a [State & Entity Type] licensed to do business in the Commonwealth of Pennsylvania, with principal offices at [Address] (“Employer”); and
• [EMPLOYEE LEGAL NAME], an individual licensed and qualified to practice [profession, e.g., medicine / nursing / physician assistant] in the Commonwealth of Pennsylvania, residing at [Address] (“Employee”).

RECITALS

A. Employer operates a healthcare practice/facility engaged in the provision of [type of services] within Pennsylvania (“Practice”).
B. Employee possesses the requisite education, training, experience, and unrestricted licensure to provide professional services to the Practice’s patients.
C. Employer desires to employ Employee, and Employee desires to accept such employment, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below and apply equally to singular and plural forms:

“Affecting Law” means collectively (i) all federal, state, and local statutes, regulations, and professional standards governing the delivery of healthcare services, including without limitation HIPAA (42 U.S.C. § 1320d et seq.), the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), and the physician self-referral law (42 U.S.C. § 1395nn) (“Stark Law”); (ii) the Pennsylvania Medical Practice Act, Osteopathic Medical Practice Act, or relevant licensing act applicable to Employee’s profession; and (iii) all applicable rules of the Pennsylvania State Boards of Medicine, Osteopathic Medicine, Nursing, or other licensing authority (each, a “Board”).

“Base Compensation” means the annualized salary stated in Section 5.1 as may be adjusted from time to time.

“Cause” has the meaning set forth in Section 10.2.

“Confidential Information” has the meaning set forth in Section 8.4.

“Malpractice Insurance” means professional liability insurance meeting the minimum coverage limits required under Section 9.3.

“Services” means the professional clinical, administrative, and ancillary duties described in Section 3.1.

“Term” means the Initial Term and any Renewal Term(s) as described in Section 4.1.

[// GUIDANCE: Add additional defined terms as needed. Ensure they are ordered alphabetically.]

3. ENGAGEMENT & DUTIES

3.1 Employment. Employer hereby employs Employee, and Employee hereby accepts employment, to perform the Services in accordance with (a) prevailing professional standards, (b) Employer’s policies and directives, and (c) Affecting Law.

3.2 Position & Scope. Employee shall serve as [position title, e.g., “Staff Physician – Internal Medicine”], devoting [FTE %, e.g., 1.0 FTE] of Employee’s professional efforts exclusively to Employer.

3.3 Clinical Responsibilities. Without limiting the foregoing, Employee shall:
a. Examine, diagnose, treat, and counsel patients within Employee’s scope of licensure;
b. Maintain accurate, timely, and complete medical records in compliance with Affecting Law and Employer policy;
c. Participate in peer review, quality assurance, and continuing professional education; and
d. Comply with all call coverage schedules mutually agreed upon per Section 6.1.

3.4 Administrative Duties. Employee shall also perform reasonable non-clinical duties, including but not limited to chart review, participation in committees, supervision of ancillary personnel (if applicable), and assistance with accreditation initiatives.

3.5 Location of Services. Employee shall render Services primarily at [Primary Facility Address] and such other locations within [Geographic Area, e.g., “a 30-mile radius of Primary Facility”] as Employer may designate, provided such locations comply with Affecting Law.

4. TERM & RENEWAL

4.1 Initial Term. The initial term shall commence on the Effective Date and continue for [Initial Term, e.g., “three (3) years”], unless earlier terminated pursuant to Section 10 (“Initial Term”).

4.2 Renewal. This Agreement shall automatically renew for successive [Renewal Period, e.g., “one-year”] terms (each, a “Renewal Term”) unless either party delivers written notice of non-renewal at least [Notice Period, e.g., “90 days”] prior to the end of the then-current Term.

5. COMPENSATION & BENEFITS

5.1 Base Compensation. Employer shall pay Employee an annual Base Compensation of [$__], payable in accordance with Employer’s regular payroll schedule and subject to customary withholdings.

5.2 Incentive Compensation. Employee may be eligible for incentive compensation in accordance with Exhibit A, provided such incentives are structured to comply with Stark Law, Anti-Kickback regulations, and any applicable value-based exception or safe harbor.

5.3 Benefits. Employee shall be entitled to participate in Employer’s retirement, health, disability, paid time off, and other benefit plans on the same terms as similarly situated employees, subject to plan documents and Affecting Law.

5.4 Reimbursement of Expenses. Employer shall reimburse Employee for reasonable, documented business expenses incurred in the course of providing Services, in accordance with Employer’s expense policy.

6. SCHEDULING & CALL COVERAGE

6.1 Work Schedule. Employee’s normal work schedule shall be [__] hours per week, exclusive of on-call responsibilities, and may include evening or weekend hours as mutually agreed.

6.2 Call Coverage. Employee shall participate equitably in the Practice’s call rotation, estimated at [__] call shifts per month, subject to change on reasonable notice.

7. REPRESENTATIONS & WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has full power and authority to execute and perform this Agreement.

7.2 Employee Representations. Employee further represents, warrants, and covenants that:
a. Licensure. Employee holds and shall maintain at all times during the Term an active, unrestricted license to practice [profession] in the Commonwealth of Pennsylvania and is in good standing with each applicable Board.
b. Certifications. Employee maintains current [e.g., Board Certification, DEA registration, CPR/BLS/ACLS] and shall comply with all renewal requirements.
c. No Exclusions. Employee is not and has never been excluded, debarred, or otherwise ineligible to participate in any federal or state healthcare program.
d. No Conflicts. Employee’s execution and performance of this Agreement do not conflict with any other agreement or obligation binding on Employee.

7.3 Survival. The representations and warranties in this Section 7 shall survive the termination or expiration of this Agreement.

8. COVENANTS & RESTRICTIONS

8.1 Compliance with Affecting Law. Employee shall at all times render Services in accordance with Affecting Law and Employer’s compliance program.

8.2 Non-Competition. During the Term and for [Duration Noncompete, e.g., “12 months”] following termination for any reason other than Employer’s breach or termination without Cause, Employee shall not, within [Geographic Area, e.g., “25 miles of any Employer Facility”], directly or indirectly engage in the practice of [specialty] in competition with Employer.
a. Reasonableness. The parties agree that this restriction is reasonable to protect Employer’s legitimate business interests, including patient goodwill and confidential information, and is narrowly tailored in accordance with Pennsylvania law.
b. Judicial Modification. If a court determines any portion of this Section 8.2 unenforceable, the court is expressly authorized to reform the restriction to the minimum scope necessary to render it enforceable.
c. Buyout Option. Employee may be released from the foregoing restriction upon payment to Employer of [Buyout Amount or Formula].

[// GUIDANCE: Pennsylvania currently permits reasonably limited physician non-competes. Confirm with client whether they prefer a buy-out, liquidated damages, or narrower scope.]

8.3 Non-Solicitation. Employee shall not, during the Term and for [12 months] thereafter, solicit or entice any patient, referral source, or employee of Employer to discontinue or reduce its relationship with Employer.

8.4 Confidentiality. Employee shall maintain the confidentiality of Employer’s trade secrets, patient information, and proprietary data (“Confidential Information”), and shall not disclose such information except as permitted by Affecting Law or Employer policy.

8.5 Intellectual Property. All intellectual property created by Employee within the scope of employment shall be deemed “work made for hire” and owned exclusively by Employer.

8.6 Return of Property. Upon termination, Employee shall promptly return all Employer property, including patient records and electronic devices.

9. PROFESSIONAL LIABILITY & RISK ALLOCATION

9.1 Indemnification – Malpractice. Subject to Section 9.4, Employer shall indemnify, defend, and hold harmless Employee against judgments, settlements, damages, and reasonable attorneys’ fees arising from professional negligence claims asserted against Employee (“Covered Claims”), provided that:
a. Employee promptly notifies Employer of any Covered Claim,
b. Employee cooperates fully in the defense, and
c. Employee’s acts or omissions giving rise to the claim occurred within the course and scope of employment and did not constitute gross negligence, willful misconduct, or criminal conduct.

9.2 Employee Indemnification. Employee shall indemnify and hold harmless Employer from losses resulting from (i) Employee’s material breach of this Agreement, (ii) placement of licensure on probation, suspension, or revocation, or (iii) acts of gross negligence, willful misconduct, or fraud.

9.3 Malpractice Insurance.
a. Coverage Limits. Employer shall, at its expense, maintain occurrence-based or claims-made professional liability insurance covering Employee with limits no less than [e.g., “$1,000,000 per claim / $3,000,000 aggregate”], consistent with 40 P.S. § 1301.701(e) (Pennsylvania’s MCARE Fund minimums).
b. Tail Coverage. If coverage is provided on a claims-made basis, Employer shall obtain extended reporting (“tail”) coverage for not less than [Duration, e.g., “two (2) years”] following termination, unless Employee secures comparable tail coverage at Employee’s expense.

9.4 Liability Cap. Except for (i) indemnification obligations under this Section 9, (ii) breaches of confidentiality, or (iii) claims involving fraud or intentional misconduct, each party’s total liability arising out of or related to this Agreement shall not exceed the limits of Malpractice Insurance maintained hereunder.

9.5 Force Majeure. Neither party shall be liable for delay or failure in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental orders, or labor disputes, provided the affected party gives prompt notice and resumes performance as soon as practicable.

10. DEFAULT; NOTICE; REMEDIES

10.1 Notice & Cure. Either party (“Non-Defaulting Party”) may declare the other party (“Defaulting Party”) in default by written notice specifying the nature of the breach. The Defaulting Party shall have [30] days (or [10] days for payment breaches) to cure before further action may be taken.

10.2 Cause. “Cause” means:
a. Material breach of this Agreement not cured within the applicable cure period;
b. Gross negligence or willful misconduct;
c. Revocation, suspension, or restriction of Employee’s professional license or DEA registration;
d. Employee’s exclusion from participation in any federal or state healthcare program;
e. Conviction of, or plea of nolo contendere to, a felony or offense involving moral turpitude; or
f. Repeated failure to comply with Employer policies after written warning.

10.3 Termination.
a. By Employer For Cause. Employer may terminate immediately upon written notice if Cause exists.
b. By Employer Without Cause. Employer may terminate without Cause upon [90] days’ prior written notice.
c. By Employee For Good Reason. Employee may terminate upon [30] days’ notice for Employer’s uncured material breach.
d. By Employee Without Cause. Employee may terminate without cause upon [90] days’ prior written notice.

10.4 Remedies. Upon uncured default, the Non-Defaulting Party may (i) terminate this Agreement, (ii) seek damages as allowed herein, and/or (iii) pursue injunctive relief to prevent irreparable harm. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

11. DISPUTE RESOLUTION

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

11.2 Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the state courts located in [County, Pennsylvania] for any action arising under or in connection with this Agreement, except as provided in Section 11.3.

11.3 Arbitration (Optional). At either party’s election, any dispute (other than requests for injunctive relief) shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Healthcare Arbitration Rules then in effect. Judgment on any arbitral award may be entered in any court of competent jurisdiction.

[// GUIDANCE: Delete Section 11.3 or make election mandatory/permissive per client preference.]

11.4 Jury Waiver (Optional). TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

11.5 Injunctive Relief. The parties acknowledge that breaches of Sections 8.2–8.4 will cause irreparable harm not readily compensable in damages, and therefore agree that any court of competent jurisdiction may issue temporary, preliminary, and/or permanent injunctive relief to prevent or curtail any such breach without the posting of a bond.

12. GENERAL PROVISIONS

12.1 Amendments & Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

12.2 Assignment. Employee may not assign or delegate any rights or obligations hereunder without Employer’s prior written consent. Employer may assign this Agreement to a successor entity in connection with any merger, sale, or corporate reorganization, provided the assignee assumes all obligations herein.

12.3 Entire Agreement. This Agreement, together with all exhibits, schedules, and attachments, constitutes the entire understanding between the parties and supersedes all prior discussions and writings.

12.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to effectuate the parties’ intent.

12.5 Successors & Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns.

12.6 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which is deemed an original but all of which together constitute one and the same instrument. Signatures delivered by facsimile, PDF, or secure electronic signature platform shall be deemed binding originals.

12.7 Notices. All notices shall be in writing and delivered by (i) certified mail, return receipt requested, (ii) nationally recognized overnight carrier, or (iii) personal delivery, to the addresses listed below (or such other address as a party may designate by notice). Notice is deemed given upon receipt or refusal of delivery.

13. EXECUTION BLOCK

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

[Optional Notary Acknowledgment if required by internal policy]

EXHIBIT A

Incentive Compensation Plan
[// GUIDANCE: Describe RVU targets, quality metrics, or value-based payments. Confirm compliance with Stark and Anti-Kickback requirements.]

EXHIBIT B

Call Coverage Schedule & Duties

EXHIBIT C

Form of Business Expense Report

[// GUIDANCE: Review all statutory and regulatory citations for accuracy before finalizing. Tailor the non-compete scope, malpractice limits, and dispute resolution election to client’s specific risk tolerance and practice setting.]