Healthcare Employment Agreement (Rhode Island)

HEALTHCARE EMPLOYMENT AGREEMENT

(Rhode Island — Physician / Nurse Practitioner / Physician Assistant)

1. DOCUMENT HEADER

1.1 Parties

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

(a) [EMPLOYER NAME], a [Rhode Island professional corporation / medical group / limited liability company] with its principal place of business at [ADDRESS], [CITY], Rhode Island [ZIP] ("Employer"); and

(b) [EMPLOYEE NAME, DEGREE/CREDENTIALS], an individual holding a current and unrestricted license issued by the Rhode Island Board of Medical Licensure and Discipline / Rhode Island Board of Nurse Registration and Nursing Education / Rhode Island Board of Licensure of Physician Assistants (License No. [__________]) ("Employee").

1.2 Recitals

A. Employer is duly organized under the laws of the State of Rhode Island to engage in the delivery of professional healthcare services.
B. Employee is duly licensed under Rhode Island law and desires to provide professional services consistent with the Rhode Island Medical Practice Act, R.I. Gen. Laws § 5-37-1 et seq., and other Applicable Law.
C. The Parties wish to set forth the terms of Employee's employment in conformity with all Applicable Law.

2. DEFINITIONS

"Applicable Law" — All federal, Rhode Island, and local statutes, regulations, and professional standards governing the Services, including the Rhode Island Medical Practice Act (R.I. Gen. Laws § 5-37-1 et seq.), the Nurse Practice Act (R.I. Gen. Laws § 5-34-1 et seq.), the Physician Assistant Act (R.I. Gen. Laws § 5-54-1 et seq.), the Stark Law (42 U.S.C. § 1395nn), the Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), HIPAA, and R.I. Gen. Laws § 5-37-21 (fee-splitting).

"Board" — The Rhode Island Board of Medical Licensure and Discipline or other applicable RI licensing board.

"Cause" — As defined in Section 5.4.

"Confidential Information" — As defined in Section 7.2.

"DEA" — United States Drug Enforcement Administration.

"Malpractice Insurance" — Professional liability coverage required under Section 9.3.

"Services" — Professional healthcare and related administrative services to be performed by Employee.

"Term" — The period defined in Section 5.1.

3. ENGAGEMENT; DUTIES & AUTHORITY

3.1 Employment; Position. Employer hereby employs Employee, and Employee accepts employment, to render the Services as [TITLE e.g., "Staff Physician — Internal Medicine"].

3.2 Primary Practice Site. Employee shall principally render Services at [PRIMARY LOCATION], [CITY], Rhode Island, and such additional sites within Rhode Island as Employer reasonably designates upon at least [30] days' prior written notice of permanent relocation beyond [20] miles.

3.3 Scope of Duties. Employee shall:
(a) Provide professional services to patients in conformity with Applicable Law and Employer policies;
(b) Maintain accurate and timely medical records in Employer's EHR;
(c) Comply with Employer's quality assurance, peer 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.
(a) Employee shall maintain (i) an unrestricted Rhode Island professional license, (ii) current Board Certification (if applicable), (iii) valid DEA registration, (iv) Rhode Island Controlled Substances Registration (R.I. Gen. Laws § 21-28-3.07, if applicable), and (v) all hospital and payer credentials.
(b) Employee shall immediately notify Employer of any investigation, restriction, suspension, or revocation.

3.5 Professional Judgment. Nothing herein shall interfere with Employee's independent professional medical judgment.

3.6 Fee-Splitting Prohibition. Consistent with R.I. Gen. Laws § 5-37-21, no compensation hereunder constitutes prohibited fee-splitting; all compensation is for bona fide professional services and is fair-market value.

4. COMPENSATION & BENEFITS

4.1 Compensation.
(a) Base Salary. Employer shall pay Employee $[AMOUNT] per annum, in accordance with R.I. Gen. Laws § 28-14-1 et seq. (Payment of Wages).
(b) Incentive Compensation. Per Schedule A (Productivity & Quality Incentive Plan), structured to comply with Stark and Anti-Kickback safe harbors.
(c) Signing Bonus / Relocation Allowance. [IF APPLICABLE] $[AMOUNT], subject to Schedule B repayment terms.

4.2 Benefits. Standard medical, dental, retirement, and other benefits per Employer plans.

4.3 PTO & CME.
(a) ☐ PTO accrual at [__] hours per pay period.
(b) ☐ CME reimbursement up to $[AMOUNT] annually and [__] CME leave days.

4.4 Expense Reimbursement. Reasonable business expenses reimbursed under Employer policy.

5. TERM; RENEWAL; TERMINATION

5.1 Term. Initial term of [THREE] years commencing on the Effective Date, with automatic [one-year] renewals unless either Party gives [90] days' written notice of non-renewal.

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

5.3 Termination by Mutual Agreement. By mutual written consent.

5.4 Termination for Cause. Grounds include: (i) material breach; (ii) loss/suspension of license, DEA, or privileges; (iii) exclusion from Medicare/Medicaid or RI Medical Assistance program; (iv) conviction of felony or crime of moral turpitude; (v) willful misconduct or gross negligence; (vi) violation of compliance, anti-harassment, or substance-abuse policies. Curable grounds: [30] days to cure.

5.5 Effect of Termination. Final wages paid within the time required by R.I. Gen. Laws § 28-14-4 (next regular payday). Employee returns Employer property and cooperates in orderly transfer of patient care consistent with Board of Medical Licensure and Discipline patient-abandonment guidance.

5.6 Survival. Sections 6, 7.2, 7.3, 8, 9, 10, and 11 survive termination.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual. Authority, valid binding obligation, no conflicts.

6.2 Employee. (a) Licenses current and unrestricted; (b) no conflicting agreements; (c) no exclusion or sanction history; (d) duty to disclose any change.

6.3 Survival. Two years post-termination; indefinite for fraud.

7. COVENANTS & RESTRICTIONS

7.1 Compliance. Employee shall comply with Applicable Law and Employer's compliance program (Stark, AKS, HIPAA, RI Medical Practice Act).

7.2 Confidentiality.
(a) Confidential Information includes trade secrets, HIPAA-protected PHI, and proprietary business information.
(b) No use or disclosure except as authorized or required by law.
(c) Return or secure destruction upon termination.

7.3 Non-Competition — VOID AS TO PHYSICIANS.

(a) Physicians. The Parties acknowledge that pursuant to R.I. Gen. Laws § 5-37-33, any restrictive covenant prohibiting Employee (if a physician) from practicing medicine in any geographic area for any period after termination, or from treating, advising, consulting with, or establishing a physician/patient relationship with any current patient of Employer, is VOID AND UNENFORCEABLE. No such restriction is imposed by this Agreement. The only narrow exception under § 5-37-33 — a covenant ancillary to a bona fide purchase or sale of the practice (max five (5) years) — is [not applicable / addressed in a separate purchase agreement].

(b) Non-Physician Employees. For non-physician Employees (e.g., NPs, PAs), any non-competition obligation is subject to the Rhode Island Noncompetition Agreement Act, R.I. Gen. Laws §§ 28-59-1 to 28-59-3, and shall not be enforceable against (i) employees classified as nonexempt under the FLSA, (ii) undergraduate or graduate student interns, (iii) employees aged 18 or younger, or (iv) low-wage employees as defined by § 28-59-3.

7.4 Patient & Employee Non-Solicitation.

During employment and for [ONE] year thereafter, Employee will not solicit Employer's employees to terminate their employment. This Section does NOT (and shall not be construed to) restrict any physician Employee's ability to treat, advise, consult with, or establish a physician/patient relationship with any current or former patient of Employer, consistent with R.I. Gen. Laws § 5-37-33.

7.5 Intellectual Property. Works created in the course of employment and relating to Employer's business are works made for hire and assigned to Employer.

7.6 Patient Records & Continuity. Upon termination, Employer shall provide notice to active patients of Employee's departure and offer patients reasonable choice of continued care, consistent with Board of Medical Licensure guidance on continuity of care and avoidance of patient abandonment.

7.7 Outside Activities. Only with Employer's prior written consent.

8. DEFAULT; NOTICE & REMEDIES

8.1 Events of Default. Uncured Cause; unpaid undisputed monetary obligations beyond [10] Business Days; material compliance violation after warning.

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

8.3 Remedies. Termination, specific performance, injunctive relief (subject to § 5-37-33 limits — no injunctive relief lies to restrain a physician from practicing medicine), attorneys' fees per Section 8.4.

8.4 Cumulative; Fees. All remedies cumulative; prevailing party recovers reasonable attorneys' fees and costs in any action to enforce this Agreement.

9. RISK ALLOCATION

9.1 Indemnification. Mutual indemnity for gross negligence, willful misconduct, and breach of Applicable Law, subject to insurance limits. Confirm carrier permits mutual indemnity.

9.2 Limitation of Liability. Capped at the greater of Malpractice Insurance limits or $[AMOUNT], except for indemnity obligations, confidentiality breach, gross negligence, or willful misconduct.

9.3 Insurance.
(a) Malpractice. Employer shall maintain professional liability insurance covering Employee with limits of not less than $[1,000,000] per claim / $[3,000,000] aggregate.
(b) Tail Coverage. ☐ Employer shall procure / ☐ Employee shall procure extended reporting (tail) coverage with the same limits for at least [three (3)] years following termination.
(c) Cooperation. Employee shall cooperate with insurer.

9.4 Force Majeure. Standard force majeure carve-out.

10. DISPUTE RESOLUTION

10.1 Governing Law. Rhode Island law governs without regard to conflicts.

10.2 Forum. Exclusive jurisdiction in state courts of [County], Rhode Island, or the U.S. District Court for the District of Rhode Island.

10.3 Optional Arbitration.

Upon mutual election, disputes shall be resolved by binding arbitration administered by the AAA under its Employment Arbitration Rules in [Providence], Rhode Island.

10.4 Injunctive Relief. Either Party may seek provisional injunctive relief, except as limited by R.I. Gen. Laws § 5-37-33 (no injunction restraining physician from practicing medicine or contacting current patients).

10.5 Jury Waiver (Optional). ☐ Each Party knowingly waives the right to jury trial.

11. GENERAL PROVISIONS

11.1 Amendments & Waivers. In writing signed by both Parties.
11.2 Assignment. Employee may not assign; Employer may assign to a successor by merger/acquisition.
11.3 Severability; Reformation. If § 5-37-33 voids any provision as to a physician Employee, the remainder remains enforceable.
11.4 Entire Agreement. Together with Schedules.
11.5 Counterparts; Electronic Signatures. Permitted under R.I. Gen. Laws § 42-127.1 (Uniform Electronic Transactions Act).
11.6 Notices. Personal delivery, overnight courier, or certified mail.
11.7 Construction. 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 (Stark/AKS compliant)
• Schedule B — Signing Bonus / Relocation Repayment Terms
• Exhibit 1 — Job Description & Performance Metrics
• Exhibit 2 — Acknowledgment of Employer Policies, Compliance Program, and § 5-37-33 Disclosure

Sources and References

• R.I. Gen. Laws § 5-37-33 (Restrictive covenants — physicians void): https://webserver.rilegislature.gov/Statutes/TITLE5/5-37/5-37-33.htm
• R.I. Gen. Laws § 28-59-3 (Enforceability — RI Noncompetition Agreement Act): https://webserver.rilegislature.gov/Statutes/TITLE28/28-59/28-59-3.htm
• Rhode Island Board of Medical Licensure and Discipline: https://health.ri.gov/licenses/detail.php?id=231