Healthcare Employment Agreement (South Dakota)

HEALTHCARE EMPLOYMENT AGREEMENT

(South Dakota — Physician / PA / APRN / RN / LPN Template)

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions
3. Engagement, Duties, and Scope of Practice
4. Licensure, Credentialing, and Compliance
5. Compensation and Benefits
6. Professional Liability Insurance and Tail Coverage
7. Term, Renewal, and Termination
8. Confidentiality and Patient Records
9. Restrictive Covenants (Limited — SD-Compliant)
10. Fee-Splitting and Referral Compliance
11. Dispute Resolution
12. General Provisions
13. Execution

1. PARTIES AND RECITALS

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

Recitals. Employer is authorized to deliver healthcare services in South Dakota. Employee is duly licensed under SDCL ch. 36-4 (physicians), ch. 36-4A (PAs), or ch. 36-9 (nurses) as applicable. The Parties intend to set forth the terms of Employee's employment in compliance with all Applicable Law, including SDCL § 53-9-11.1.

2. DEFINITIONS

• "Applicable Law" — all federal and South Dakota statutes, rules, and Board regulations governing the practice and business of medicine, including SDCL ch. 36-4 and ch. 36-9.
• "Board" — the South Dakota Board of Medical and Osteopathic Examiners or other applicable licensing board.
• "Confidential Information" — trade secrets, business records, patient lists, fee schedules, and PHI.
• "PHI" — Protected Health Information as defined under HIPAA (45 C.F.R. § 160.103).

3. ENGAGEMENT, DUTIES, AND SCOPE OF PRACTICE

3.1 Position. Employer engages Employee as [Physician / PA / CNP / CRNA / RN / LPN] at [PRIMARY SITE(S)].

3.2 Scope. Employee shall practice only within the scope authorized by Employee's South Dakota license and applicable Board rules. PAs shall practice under a collaborative agreement consistent with SDCL ch. 36-4A; APRNs consistent with SDCL ch. 36-9A.

3.3 Clinical Independence. Employee retains independent professional judgment in all clinical matters. Nothing in this Agreement may be construed to require Employee to violate Board rules or the standard of care.

3.4 Time Commitment. ☐ Full-time (≥ [40] hrs/wk) ☐ Part-time ([___] hrs/wk) ☐ Locum/PRN

3.5 Call Coverage. Employee shall participate in call rotation: [describe schedule / compensation].

4. LICENSURE, CREDENTIALING, AND COMPLIANCE

4.1 Employee shall maintain (a) unrestricted SD license; (b) DEA registration [if applicable]; (c) board certification [___]; (d) hospital privileges at [FACILITY].

4.2 Employee shall notify Employer within [3] business days of any Board investigation, NPDB report, malpractice claim, criminal charge, or exclusion proceeding (42 U.S.C. § 1320a-7).

4.3 Employee shall comply with the SD Medical Practice Act (SDCL ch. 36-4), HIPAA, the federal Anti-Kickback Statute, and Stark.

5. COMPENSATION AND BENEFITS

5.1 Base Salary. $[________] per annum, payable per Employer payroll.

5.2 Productivity / wRVU Bonus. ☐ Yes — formula at Exhibit A ☐ No.

5.3 Benefits. Health, dental, retirement, CME ($[___]/yr), PTO ([___] days), licensure dues, professional society dues.

5.4 Sign-On / Relocation. $[___] sign-on; $[___] relocation; pro-rata forfeiture if Employee terminates without cause within [___] months.

5.5 Loan Repayment. ☐ Eligible for SD Recruitment Assistance Program / NHSC / state rural assistance.

6. PROFESSIONAL LIABILITY INSURANCE AND TAIL COVERAGE

6.1 Coverage. Employer shall procure occurrence or claims-made professional liability insurance with limits not less than $[1,000,000 / $3,000,000].

6.2 Tail (Extended Reporting). If claims-made: ☐ Employer pays tail upon any termination ☐ Employee pays if Employee terminates without cause or Employer terminates for cause ☐ Pro-rata sharing.

6.3 Indemnification. Each Party indemnifies the other for losses arising from its own negligent or wrongful acts, subject to insurance.

7. TERM, RENEWAL, AND TERMINATION

7.1 Initial Term. [___] years from the Effective Date, auto-renewing for successive [1]-year terms absent [90]-day non-renewal notice.

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

7.3 Termination For Cause (Employer). Immediate upon: license suspension/revocation; loss of DEA; NPDB action; exclusion from Medicare/Medicaid; conviction of a felony or crime of moral turpitude; material breach uncured after [30] days.

7.4 Termination For Cause (Employee). Material breach by Employer uncured after [30] days; non-payment; unsafe practice conditions.

7.5 Effect of Termination. Employer shall pay accrued compensation; Employee shall return Confidential Information and cooperate in patient transition consistent with Board continuity-of-care obligations.

8. CONFIDENTIALITY AND PATIENT RECORDS

8.1 Employee shall maintain Confidential Information and PHI in strict confidence during and after employment.

8.2 Patient Records Ownership. Records remain property of Employer, subject to patient access rights under HIPAA and SDCL § 36-4-26.1 (continuity of care).

8.3 Patient Notification. On Employee's departure, the Parties shall jointly notify patients consistent with AMA ethics opinion and Board guidance; neither Party shall interfere with the patient's choice of provider.

9. RESTRICTIVE COVENANTS (LIMITED — SD-COMPLIANT)

9.1 No Non-Compete. The Parties acknowledge that, pursuant to SDCL § 53-9-11.1, no provision of this Agreement restricts Employee's right after termination to: (a) practice or provide professional services in any geographic area or for any period of time; (b) treat, advise, consult with, or establish a provider-patient relationship with any current patient of Employer; or (c) solicit or seek a provider-patient relationship with any current patient. Any provision purporting to do so is void.

9.2 Confidentiality and Trade Secrets. Sections 8 and 9.2 survive termination indefinitely. Employee shall not use or disclose Employer's trade secrets or Confidential Information for any purpose other than the provision of services hereunder. This Section does not restrict Employee's right to practice or treat patients.

9.3 Non-Solicitation of Employees. For [12] months post-termination, Employee shall not knowingly solicit Employer's non-clinical employees to leave Employer. (This restriction does not restrain patient care or competition and is enforceable under SDCL § 53-9-11.)

9.4 Sale-of-Practice Exception. If this Agreement is executed in connection with Employee's sale of a practice interest to Employer, the Parties may negotiate a separate, reasonable non-compete consistent with the SDCL § 53-9-11.1 sale-of-practice exception.

10. FEE-SPLITTING AND REFERRAL COMPLIANCE

10.1 No Fee-Splitting. Pursuant to SDCL § 36-4-30(8), no compensation hereunder is paid in exchange for the referral of patients. All compensation is for bona fide services rendered, is fair market value, and is set in advance.

10.2 Stark / AKS. Any arrangement involving designated health services or federal program patients shall satisfy an applicable Stark exception and AKS safe harbor. Employer shall maintain written agreements and FMV documentation.

10.3 Self-Referral. Employee shall comply with SDCL ch. 36-4 and shall disclose any ownership interest in any entity to which Employee refers patients.

11. DISPUTE RESOLUTION

11.1 Governing Law. South Dakota law governs without regard to conflicts principles.

11.2 Venue. State or federal courts in [___] County, South Dakota.

11.3 Arbitration. ☐ AAA Employment Rules ☐ Court litigation. Arbitration shall not waive injunctive relief for breach of Sections 8 or 9.2.

11.4 Attorneys' Fees. Prevailing party recovers reasonable fees and costs.

12. GENERAL PROVISIONS

12.1 Entire Agreement; Amendments. Writing signed by both Parties.

12.2 Severability. If any provision is unenforceable (including under SDCL § 53-9-11.1), the remainder remains in effect.

12.3 Assignment. No assignment by Employee without Employer's consent.

12.4 Notices. Written, by hand, certified mail, or recognized overnight courier.

12.5 Counterparts; Electronic Signatures. Permitted under SDCL ch. 53-12.

13. EXECUTION

Sources and References

• SDCL § 53-9-11.1 — https://sdlegislature.gov/Statutes/53-9-11.1
• SDCL § 53-9-11 — https://sdlegislature.gov/Statutes/53-9-11
• SDCL ch. 36-4 (Medical Practice Act) — https://sdlegislature.gov/Statutes/36-4
• HB 1154 (2021) — Healthcare Non-Compete Prohibition
• 42 U.S.C. § 1320a-7b (AKS); 42 U.S.C. § 1395nn (Stark)