Healthcare Employment Agreement (Tennessee)

HEALTHCARE EMPLOYMENT AGREEMENT

(Tennessee — Physician / Nurse Practitioner / Physician Assistant)

This Healthcare Employment Agreement ("Agreement") is entered into as of [__/__/____] by and between:

EMPLOYER: [________________________________], a [Tennessee professional corporation / LLC / hospital / clinic] with its principal place of business at [________________________________] ("Employer"); and

EMPLOYEE: [________________________________], a licensed [Physician / Nurse Practitioner / Physician Assistant] licensed under the laws of the State of Tennessee, License No. [____________] ("Employee").

1. ENGAGEMENT; DUTIES; SCOPE OF PRACTICE

1.1 Position. Employer hires Employee as a [Physician / NP / PA] to provide professional healthcare services consistent with Employee's Tennessee license, training, and Employee's specialty in [________________________________].

1.2 Scope of Practice. Employee shall practice within the scope authorized by the Tennessee Medical Practice Act (T.C.A. § 63-6-101 et seq.), the Nursing Practice Act (T.C.A. § 63-7-101 et seq.), the Physician Assistants Act (T.C.A. § 63-19-101 et seq.), and the rules of the Board of Medical Examiners, Board of Nursing, or Committee on Physician Assistants, as applicable.

1.3 Collaborative/Supervisory Arrangements. ☐ If Employee is an APRN or PA, the parties shall execute a separate written supervisory/collaborative practice agreement satisfying T.C.A. § 63-6-204, § 63-7-126, and/or § 63-19-106 as applicable.

1.4 Credentialing. Employee shall maintain unrestricted Tennessee licensure, DEA registration, board certification (if applicable), and hospital privileges at [________________________________].

2. COMPENSATION & BENEFITS

2.1 Fee-Splitting Prohibition. Compensation under this Agreement shall comply with T.C.A. § 63-6-225 and all applicable fee-splitting, anti-kickback (42 U.S.C. § 1320a-7b), and Stark (42 U.S.C. § 1395nn) restrictions. No portion of compensation is paid in exchange for referrals.

3. MALPRACTICE INSURANCE; TAIL COVERAGE

3.1 Coverage. Employer shall procure and maintain professional liability insurance covering Employee with minimum limits of $[1,000,000] per occurrence / $[3,000,000] aggregate on a [claims-made / occurrence] basis.

3.2 Tail Coverage (Extended Reporting Endorsement). ☐ If claims-made coverage is used, the parties shall allocate the cost of tail coverage upon termination as follows: [Employer pays / Employee pays / split __% Employer / __% Employee].

3.3 Cooperation. Employee shall cooperate fully in the defense of any claim, including post-termination, consistent with the duty of cooperation under the policy.

4. TERM; TERMINATION

4.1 Initial Term. [__] years commencing [__/__/____], renewing automatically for successive [__]-year terms unless either party gives [__] days written notice.

4.2 Termination for Cause includes: (a) loss or material restriction of Tennessee licensure; (b) loss of DEA registration; (c) exclusion from Medicare/Medicaid; (d) material breach uncured after [__] days notice; (e) felony conviction or crime of moral turpitude; (f) loss of hospital privileges at a Required Facility.

4.3 Termination Without Cause. Either party may terminate without cause upon [90/180] days written notice.

5. RESTRICTIVE COVENANTS (T.C.A. § 63-1-148)

5.1 Non-Competition — Statutory Covered Provider. ☐ If Employee is a healthcare provider covered by T.C.A. § 63-1-148, Employee agrees that for a period of [__] years (not to exceed two (2) years) following termination, Employee shall not practice [specialty] within either (select one):

• ☐ a ten (10) mile radius from Employee's primary practice site located at [________________________________]; OR
• ☐ the county in which Employee's primary practice is located, i.e., [____________] County, Tennessee; OR
• ☐ no geographic restriction, provided Employee does not practice at any facility at which Employer provided services while Employee was employed.

5.2 Bona Fide Sale of Practice Exception. If this Agreement is executed in conjunction with the purchase or sale of Employee's practice, the duration and geographic scope set forth in Schedule B shall apply, with a rebuttable presumption of reasonableness under T.C.A. § 63-1-148(c).

5.3 Emergency Medicine Carve-Out. ☐ If Employee specializes in emergency medicine, Section 5.1 does not apply per T.C.A. § 63-1-148(d), and no post-employment non-competition restriction shall be enforced.

5.4 NPs/PAs/RNs — Common Law. ☐ If Employee is a Nurse Practitioner, Physician Assistant, or RN, post-employment restrictions are limited to [__] months and [__] miles, drafted under Tennessee common-law reasonableness (Murfreesboro Med. Clinic v. Udom, 166 S.W.3d 674 (Tenn. 2005)).

5.5 Non-Solicitation. For [__] months post-termination, Employee shall not solicit Employer's patients or employees with whom Employee had material contact in the final [12] months of employment.

5.6 Patient Notification. Upon termination, the parties shall comply with the Board of Medical Examiners Rule 0880-02-.15 governing patient notification, continuity of care, and access to medical records, and shall cooperate in providing notice to current patients of Employee's departure as required by the rule and any applicable Tennessee Medical Association guidance.

5.7 Confidentiality. Employee shall maintain confidentiality of patient information consistent with HIPAA (45 C.F.R. Parts 160 & 164) and Tennessee patient privacy law, and Employer trade secrets under the Tennessee Uniform Trade Secrets Act (T.C.A. § 47-25-1701 et seq.).

5.8 Buy-Out (Optional). ☐ Employee may elect to be released from Section 5.1 by paying Employer a buy-out fee of $[__________] within [__] days of termination.

6. NEW GRADUATE PROTECTIONS

6.1 If Employee is within [24] months of completion of residency or initial licensure as of the Effective Date, the parties shall reassess the scope of Section 5 after [__] months of service, and Employer shall not enforce Section 5 more broadly than necessary to protect legitimate business interests.

7. REPRESENTATIONS & WARRANTIES

7.1 Employee represents: (a) unrestricted TN license; (b) no pending Board investigation or disciplinary action; (c) no Medicare/Medicaid exclusion (verified via OIG LEIE and SAM.gov); (d) NPDB query disclosed; (e) accurate CV.

8. DISPUTE RESOLUTION

8.1 Governing Law. Tennessee law governs.

8.2 Venue. Exclusive venue in the state courts of [____________] County, Tennessee, or the U.S. District Court for the [Eastern / Middle / Western] District of Tennessee.

8.3 Injunctive Relief. Either party may seek injunctive relief in aid of Section 5 without posting bond, to the extent permitted by law.

8.4 ☐ Arbitration (Optional). Disputes (other than injunctive relief under Section 5) shall be resolved by binding arbitration administered by the AAA under its Employment Rules in [Nashville / Memphis / Knoxville], Tennessee.

9. GENERAL PROVISIONS

9.1 Assignment. Not assignable by Employee; assignable by Employer to a successor.

9.2 Severability / Reformation. Tennessee courts may reform overbroad restrictions to the maximum lawful scope under T.C.A. § 63-1-148 and Central Adjustment Bureau v. Ingram, 678 S.W.2d 28 (Tenn. 1984).

9.3 Entire Agreement / Modification. Written modification signed by both parties.

9.4 Counterparts / E-Signature. Permitted under T.C.A. § 47-10-101 et seq. (Uniform Electronic Transactions Act).

SIGNATURES

SCHEDULES

• Schedule A — Compensation Detail / wRVU Schedule
• Schedule B — Practice Sale Provisions (if applicable)
• Schedule C — Required Facilities and Hospital Privileges
• Schedule D — Supervisory / Collaborative Practice Agreement (NP/PA)

SOURCES & REFERENCES

• T.C.A. § 63-1-148 (Covenants Not to Compete — Healthcare Providers)
• T.C.A. § 63-6-101 et seq. (Tennessee Medical Practice Act)
• T.C.A. § 63-6-225 (Fee-Splitting)
• T.C.A. § 63-7-101 et seq. (Nursing Practice Act); T.C.A. § 63-19-101 et seq. (PA Act)
• Murfreesboro Med. Clinic, P.A. v. Udom, 166 S.W.3d 674 (Tenn. 2005)
• Central Adjustment Bureau, Inc. v. Ingram, 678 S.W.2d 28 (Tenn. 1984)
• Board of Medical Examiners Rule 0880-02-.15 (Patient Notification)
• 42 U.S.C. § 1320a-7b (Anti-Kickback); 42 U.S.C. § 1395nn (Stark Law)