Healthcare Employment Agreement (South Carolina)

HEALTHCARE EMPLOYMENT AGREEMENT

(South Carolina – Physician / Nurse Practitioner / Physician Assistant)

1. PARTIES & RECITALS

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

[EMPLOYER NAME], a South Carolina [professional corporation / professional limited liability company / hospital authority] with its principal place of business at [ADDRESS, SC] ("Employer"); and

[EMPLOYEE NAME, M.D./D.O./N.P./P.A.], an individual licensed by the [South Carolina Board of Medical Examiners / South Carolina Board of Nursing / SC Board of Medical Examiners – PA Committee], License No. [__________] ("Employee").

RECITALS. (A) Employer is duly authorized under South Carolina law to engage in the delivery of professional healthcare services. (B) Employee is duly licensed and qualified to provide professional healthcare services within Employee's scope of practice under the South Carolina Medical Practice Act, S.C. Code Ann. § 40-47-5 et seq., and applicable Board rules. (C) The Parties wish to set forth the terms of Employee's employment.

2. DEFINITIONS

"Applicable Law" — All federal and South Carolina laws governing the delivery of healthcare services, including without limitation the SC Medical Practice Act (S.C. Code Ann. § 40-47-5 et seq.), the Nurse Practice Act (§ 40-33-10 et seq.), the PA statutes (§ 40-47-905 et seq.), the federal Stark Law, the Anti-Kickback Statute, HIPAA, and the regulations of the SC Department of Labor, Licensing and Regulation ("LLR").

"Confidential Information" — Has the meaning in Section 7.2.

"DEA" — United States Drug Enforcement Administration.

"Restricted Area" — Has the meaning in Section 7.4(a).

"Services" — All professional clinical and reasonably related administrative duties.

"Tail Coverage" — Extended reporting period coverage as defined in Section 9.3(b).

3. ENGAGEMENT; DUTIES; SCOPE OF PRACTICE

3.1 Position. Employer employs Employee as [Staff Physician / Nurse Practitioner / Physician Assistant – SPECIALTY].

3.2 Primary Site. Employee shall primarily render Services at [PRIMARY LOCATION, SC] and other SC sites within [___] miles as Employer may reasonably designate.

3.3 Scope of Practice.
(a) Employee shall practice strictly within the scope authorized by Employee's South Carolina license and applicable Board regulations.
(b) APRNs: Practice subject to S.C. Code Ann. § 40-33-34 (prescriptive authority; written practice agreement with collaborating physician where required).
(c) Physician Assistants: Practice subject to written scope-of-practice guidelines and supervisory arrangement pursuant to S.C. Code Ann. § 40-47-955.

3.4 Licensing & Credentialing. Employee shall continuously maintain (i) an unrestricted SC professional license, (ii) DEA registration, (iii) any required SC Controlled Substances registration, (iv) Board certification (if applicable), and (v) all hospital and payer credentials. Employee shall immediately notify Employer of any disciplinary action, investigation, restriction, or NPDB report.

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

4. COMPENSATION & BENEFITS

4.1 Base Compensation. Employer shall pay Employee a base salary of $[AMOUNT] per annum, payable in accordance with Employer's payroll practices and subject to lawful withholdings under the SC Payment of Wages Act, S.C. Code Ann. § 41-10-10 et seq.

4.2 Productivity / Quality Incentive. Employee may earn additional compensation under Schedule A (wRVU- or quality-based).

4.3 Fee-Splitting Prohibition. No portion of Employee's compensation shall be paid in a manner that constitutes unlawful fee-splitting, division of fees, or kickback under S.C. Code Ann. § 40-47-110, the federal Anti-Kickback Statute, or the Stark Law. Compensation is for personal services rendered and is not contingent on the volume or value of referrals.

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

4.5 CME & Licensure Reimbursement. Employer shall reimburse up to $[AMOUNT] annually for CME and shall pay SC license renewal, DEA, and Board certification fees.

4.6 PTO. Employee shall accrue ☐ PTO days per year, inclusive of vacation, sick, and personal time.

5. TERM; TERMINATION

5.1 Term. Initial Term of [___] years from 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 on [90] days' written notice.

5.3 Termination for Cause. Employer may terminate immediately upon: (i) loss, suspension, or material restriction of Employee's SC license, DEA registration, or hospital privileges; (ii) exclusion from Medicare, Medicaid, or any federal/state healthcare program; (iii) conviction of, or nolo plea to, a felony or crime of moral turpitude; (iv) material breach not cured within [30] days of notice; (v) gross negligence or willful misconduct; or (vi) any conduct constituting unprofessional conduct under S.C. Code Ann. § 40-47-110.

5.4 Final Wages. Final wages shall be paid in accordance with the SC Payment of Wages Act, S.C. Code Ann. § 41-10-50.

5.5 Patient Care Transition. Upon termination, Employee shall cooperate in the orderly transition of patient care consistent with the SC Board of Medical Examiners' rules regarding patient abandonment and continuity.

6. REPRESENTATIONS & WARRANTIES

Employee represents and warrants that: (a) all SC licenses, DEA registrations, and credentials are current and unrestricted; (b) Employee has not been excluded, debarred, or sanctioned by any federal or state healthcare program; (c) Employee has disclosed all prior or pending NPDB reports, malpractice claims, and disciplinary actions; and (d) Employee is not subject to any agreement that would restrict performance hereunder.

7. RESTRICTIVE COVENANTS

7.1 Consideration. Employee acknowledges that the offer of employment, access to Confidential Information, and patient relationships constitute valuable consideration for the covenants in this Section 7.

7.2 Confidentiality. Employee shall not, during or after employment, disclose or use Employer's Confidential Information (including patient PHI under HIPAA, business strategies, payer contracts, fee schedules, and trade secrets) except as required to perform Services or by law.

7.3 Non-Solicitation of Patients. For [ONE (1)] year after termination, Employee shall not knowingly solicit any patient of Employer with whom Employee had material professional contact during the [24] months preceding termination, for the purpose of providing competing healthcare services. This Section shall not be construed to interfere with a patient's right to choose a provider or with Employee's compliance with continuity-of-care obligations.

7.4 Non-Competition.
(a) Restricted Area: A [___]-mile radius from Employee's primary practice site at [PRIMARY LOCATION].
(b) Restricted Period: [TWO (2)] years from termination.
(c) Restricted Activity: Practice of [SPECIALTY] within the Restricted Area.
(d) Buyout (optional). Employee may obtain a release of the non-compete by payment of $[AMOUNT] representing liquidated damages for lost goodwill and patient relationships.

7.5 Non-Solicitation of Employees. For [ONE (1)] year after termination, Employee shall not solicit Employer's employees or independent contractors to terminate their relationship with Employer.

7.6 Injunctive Relief. Employee acknowledges that breach of this Section 7 would cause irreparable harm and that Employer shall be entitled to seek injunctive relief in a SC court of competent jurisdiction.

7.7 No Blue-Pencil Reliance. The Parties acknowledge that South Carolina courts do not "blue-pencil" restrictive covenants. Each restriction has been negotiated to be reasonable as written.

8. MALPRACTICE INSURANCE & TAIL COVERAGE

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

8.2 Tail Coverage.
(a) If primary coverage is claims-made, the Parties shall procure an Extended Reporting Period ("Tail") with limits no less than the primary policy upon termination.
(b) Responsibility for Tail Premium:

• ☐ Employer pays Tail in all circumstances
• ☐ Employee pays Tail if Employee terminates without Cause or Employer terminates for Cause
• ☐ Pro-rata split based on length of service
• ☐ Other: [____]

8.3 Cooperation. Employee shall cooperate fully with the insurer in defense of any claim.

9. INDEMNIFICATION; COMPLIANCE

9.1 Indemnification. Each Party shall indemnify the other from Losses arising out of its gross negligence, willful misconduct, or violation of Applicable Law, subject to and coordinated with available insurance coverage.

9.2 Compliance Program. Employee shall comply with Employer's compliance program, HIPAA Privacy/Security policies, and all federal and SC fraud and abuse laws. Employee shall promptly report suspected violations to Employer's Compliance Officer.

9.3 Medical Records. All patient medical records are the property of Employer, subject to patient rights of access under HIPAA and South Carolina law (including S.C. Code Ann. § 44-115-10 et seq., Physicians' Patient Records Act).

10. DISPUTE RESOLUTION

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

10.2 Forum. Exclusive venue in the state courts located in [COUNTY], South Carolina, or the U.S. District Court for the District of South Carolina.

10.3 Mediation First. The Parties shall attempt good-faith mediation under the SC Circuit Court ADR Rules before commencing litigation, except for claims seeking injunctive relief under Section 7.6.

10.4 Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

11. GENERAL PROVISIONS

11.1 Entire Agreement. This Agreement, together with its Schedules, constitutes the entire agreement and supersedes all prior understandings.

11.2 Amendments. Amendments must be in writing and signed by both Parties.

11.3 Assignment. Employee may not assign. Employer may assign to a successor entity that assumes Employer's obligations in writing.

11.4 Severability. If any provision other than Section 7 is held invalid, the remainder shall continue in effect. The Parties acknowledge that Section 7 covenants are not severable internally under SC law (no blue-pencil), but Section 7 as a whole is severable from the rest of this Agreement.

11.5 Notices. All notices in writing to the addresses below, by personal delivery, overnight courier, or certified mail return receipt requested.

11.6 Counterparts; Electronic Signatures. May be executed in counterparts; electronic signatures (DocuSign, PDF) are deemed originals under S.C. Code Ann. § 26-6-10 et seq. (Uniform Electronic Transactions Act).

12. EXECUTION

SCHEDULES

• Schedule A — Productivity / Quality Incentive Plan (Stark/AKS-compliant)
• Schedule B — Call Coverage & On-Call Compensation
• Schedule C — Signing Bonus / Loan Forgiveness Terms
• Exhibit 1 — Position Description & Performance Metrics
• Exhibit 2 — Acknowledgment of Compliance Program & HIPAA Policies
• Exhibit 3 — APRN Practice Agreement / PA Scope of Practice Guidelines (if applicable)

SOURCES & REFERENCES

• S.C. Code Ann. § 40-47-5 et seq. (SC Medical Practice Act)
• S.C. Code Ann. § 40-47-110 (Grounds for disciplinary action)
• S.C. Code Ann. § 40-33-10 et seq. (Nurse Practice Act); § 40-47-905 et seq. (PAs)
• Faces Boutique, Ltd. v. Gibbs, 318 S.C. 39, 455 S.E.2d 707 (Ct. App. 1995)
• S.C. Code Ann. § 41-10-10 et seq. (SC Payment of Wages Act)
• 42 U.S.C. § 1395nn (Stark); 42 U.S.C. § 1320a-7b(b) (Anti-Kickback)
• 45 C.F.R. Parts 160, 164 (HIPAA)