Virginia Healthcare Provider Employment Agreement

VIRGINIA HEALTHCARE PROVIDER EMPLOYMENT AGREEMENT

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

EMPLOYER: [________________________________], a [Virginia professional corporation / professional limited liability company / health system / hospital] with its principal place of business at [________________________________] ("Employer"); and

PROVIDER: [________________________________], an individual licensed to practice [medicine / as a nurse practitioner / as a physician assistant] in the Commonwealth of Virginia, Virginia License No. [____________], residing at [________________________________] ("Provider").

Employer and Provider are referred to collectively as the "Parties."

RECITALS

A. Employer operates a healthcare practice in Virginia and provides services governed by the Virginia Medical Practice Act, Va. Code § 54.1-2900 et seq.

B. Provider is duly licensed under Va. Code § 54.1-2900 et seq. (physician), § 54.1-2957 (NP), or § 54.1-2952 (PA), as applicable, and holds the credentials specified in Exhibit A.

C. Employer desires to employ Provider, and Provider desires to be employed, on the terms set forth in this Agreement.

1. POSITION, DUTIES, AND SCOPE OF PRACTICE

1.1 Position. Provider is employed as a [Physician / Nurse Practitioner / Physician Assistant] specializing in [________________________________].

1.2 Licensure and Credentialing. Provider shall at all times maintain:

☐ Active, unrestricted Virginia license issued by the Virginia Board of Medicine or Board of Nursing
☐ DEA registration (and Virginia controlled-substance registration where required)
☐ National Provider Identifier (NPI)
☐ Board certification in [________________________________] (or eligibility through [__/__/____])
☐ Hospital privileges at [________________________________], where required
☐ Medicare, Medicaid, and contracted commercial payor enrollment and credentialing

1.3 Scope of Practice — NP/PA Only. If Provider is a nurse practitioner, the Parties' practice arrangement complies with Va. Code § 54.1-2957 (including the practice agreement requirement for NPs with fewer than the statutory hours of clinical experience, and autonomous practice attestation thereafter). If Provider is a physician assistant, practice is governed by a written practice agreement under Va. Code § 54.1-2952.

1.4 Duties. Provider shall:

• Provide clinical care consistent with the Virginia standard of care and applicable Board regulations;
• Maintain accurate medical records compliant with Va. Code § 32.1-127.1:03 and HIPAA;
• Participate in call coverage on the schedule attached as Exhibit B;
• Comply with Employer's policies, bylaws, and quality programs.

2. TERM AND TERMINATION

2.1 Initial Term. [____] years commencing on the Effective Date.

2.2 Termination Without Cause. Either Party may terminate on [____] days' written notice.

2.3 Termination For Cause by Employer. Immediate termination upon:

☐ Loss, suspension, or restriction of Virginia license
☐ Loss of DEA registration or controlled-substance authority
☐ Exclusion from Medicare, Medicaid, or any federal healthcare program (42 U.S.C. § 1320a-7)
☐ Loss of required hospital privileges
☐ Conviction of a felony or any crime involving moral turpitude or controlled substances
☐ Material breach of this Agreement uncured within [____] days of written notice
☐ Failure to maintain malpractice insurance as required herein
☐ Conduct giving rise to a mandatory report to the Virginia Board of Medicine or the National Practitioner Data Bank (NPDB)

2.4 Termination For Good Reason by Provider. Provider may terminate for material breach uncured within [____] days of written notice.

3. COMPENSATION AND BENEFITS

3.1 Base Compensation. $[____________] annually, payable in accordance with Employer's standard payroll schedule.

3.2 Productivity / wRVU Bonus. [☐ Applicable / ☐ Not Applicable]. If applicable, calculated per Exhibit C. Any productivity formula must comply with the federal Stark Law (42 U.S.C. § 1395nn) bona-fide-employment exception and Anti-Kickback Statute (42 U.S.C. § 1320a-7b), and with Va. Code § 54.1-2914(A)(6) (prohibition on fee-splitting with non-licensees).

3.3 Quality / Value-Based Incentives. Up to $[____________] based on metrics in Exhibit D.

3.4 Benefits.

☐ Health, dental, vision insurance
☐ [____] weeks paid time off / [____] CME days
☐ CME stipend of $[__________] annually
☐ 401(k) / retirement plan
☐ Licensure, DEA, and board-certification fee reimbursement
☐ Cell phone / business expense allowance
☐ Relocation allowance of $[__________] (subject to clawback per Section 3.6)

3.5 Sign-On / Retention Bonus. $[__________], with forgiveness schedule of [____] years.

3.6 Repayment / Clawback. If Provider terminates without Good Reason or is terminated for Cause before [__/__/____], unforgiven portions of sign-on, relocation, and student-loan amounts shall be repaid within [____] days.

4. MALPRACTICE INSURANCE AND TAIL COVERAGE

4.1 Coverage During Employment. Employer shall maintain professional liability insurance covering Provider with limits of not less than $[__________] per claim and $[__________] aggregate, sufficient to cover the Va. Code § 8.01-581.15 damages cap (currently $2.70 million for acts occurring between July 1, 2025 and June 30, 2026; increasing $50,000 each July 1 thereafter — verify current cap before signing).

4.2 Tail / Extended Reporting Endorsement. If the policy is claims-made, the Party identified below shall pay for tail coverage:

☐ Employer pays tail in all termination scenarios
☐ Employer pays tail unless Provider terminates without Good Reason or is terminated for Cause
☐ Provider pays tail if Provider terminates without Good Reason
☐ Cost split [____]% Employer / [____]% Provider

4.3 NPDB / Board Reporting. Each Party shall comply with NPDB reporting under 45 C.F.R. Part 60 and Virginia Board of Medicine reporting under Va. Code § 54.1-2400.6 (mandatory reporting of impaired or incompetent practitioners).

5. RESTRICTIVE COVENANTS

5.1 Low-Wage Employee Determination. Employer and Provider acknowledge Va. Code § 40.1-28.7:8. Provider [☐ IS / ☐ IS NOT] a "low-wage employee" because Provider's projected annualized earnings of $[__________] [exceed / do not exceed] the Virginia Department of Workforce Development and Advancement annual threshold (2026: $1,507.01/week; ~$78,364.52/year) AND Provider is [☐ exempt / ☐ non-exempt] from FLSA overtime under 29 U.S.C. § 213. If Provider is a "low-wage employee" under either prong, Section 5.2 is void and unenforceable as a matter of Virginia law.

5.2 Non-Compete (subject to 5.1). For [____] months following termination, Provider shall not practice [specialty] within a [____]-mile radius of [________________________________]. The Parties intend this restriction to be the minimum necessary to protect Employer's legitimate business interests and reasonable under Virginia common law (Home Paramount Pest Control v. Shaffer, 282 Va. 412 (2011)).

5.3 Non-Solicitation of Patients. For [____] months post-termination, Provider shall not actively solicit Employer's patients. Nothing herein shall prevent Provider from notifying patients of Provider's new practice location as required by AMA Opinion 1.1.5 and Virginia Board of Medicine guidance on patient abandonment.

5.4 Non-Solicitation of Employees. For [____] months post-termination, Provider shall not solicit Employer's employees or contractors.

5.5 Confidentiality. Provider shall maintain the confidentiality of all PHI (per HIPAA and Va. Code § 32.1-127.1:03), trade secrets (per the Virginia Uniform Trade Secrets Act, Va. Code § 59.1-336 et seq.), and proprietary business information.

5.6 Notice Posting. Employer shall post the notice required by Va. Code § 40.1-28.7:8(D) regarding the low-wage non-compete prohibition in a conspicuous workplace location.

6. COMPLIANCE AND REGULATORY

6.1 Fee-Splitting. No compensation under this Agreement constitutes prohibited fee-splitting under Va. Code § 54.1-2914(A)(6).

6.2 Stark / Anti-Kickback. This Agreement is intended to satisfy the Stark Law bona-fide-employment exception (42 U.S.C. § 1395nn(e)(2)) and the Anti-Kickback Statute personal-services safe harbor (42 C.F.R. § 1001.952(d)).

6.3 Corporate Practice of Medicine. Virginia generally permits physician employment by hospitals, professional corporations, and certain non-profit entities; Employer represents it is duly authorized to employ Provider under Virginia law.

6.4 Medical Records. Upon termination, ownership and custody of patient records shall be governed by Va. Code § 32.1-127.1:03 and Exhibit E (Records Custodianship).

7. DISPUTE RESOLUTION

7.1 Governing Law. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws rules.

7.2 Venue. Exclusive venue in the Circuit Court for [____________] County, Virginia, or U.S. District Court for the [Eastern / Western] District of Virginia.

7.3 Arbitration. [☐ Applicable / ☐ Not Applicable]. If applicable, AAA Employment Arbitration Rules apply; arbitration shall not waive any non-waivable statutory right, including those under Va. Code § 40.1-28.7:8.

7.4 Attorneys' Fees. Under Va. Code § 40.1-28.7:8, a prevailing low-wage employee in a non-compete action is entitled to attorneys' fees and liquidated damages.

8. MISCELLANEOUS

8.1 Entire Agreement. This Agreement, including Exhibits A–E, is the entire agreement and supersedes prior negotiations.

8.2 Amendment. Written and signed by both Parties.

8.3 Severability. Any unenforceable provision shall be reformed or severed; remaining provisions remain in effect.

8.4 Assignment. Neither Party may assign without written consent, except Employer may assign to a successor in a corporate transaction.

8.5 Counterparts; Electronic Signatures. Permitted under the Virginia Uniform Electronic Transactions Act, Va. Code § 59.1-479 et seq.

SIGNATURES

EXHIBITS

• Exhibit A — Provider Credentials and Licensure
• Exhibit B — Schedule, Call Coverage, and FTE
• Exhibit C — Productivity / wRVU Compensation Schedule
• Exhibit D — Quality / Value-Based Incentive Metrics
• Exhibit E — Medical Records Custodianship Upon Termination

SOURCES AND REFERENCES

• Va. Code § 40.1-28.7:8 (Covenants not to compete prohibited; low-wage employees): https://law.lis.virginia.gov/vacode/title40.1/chapter3/section40.1-28.7:8/
• Va. Code § 54.1-2900 et seq. (Virginia Medical Practice Act)
• Va. Code § 54.1-2914(A)(6) (Fee-splitting)
• Va. Code § 54.1-2957 (Nurse Practitioner practice)
• Va. Code § 54.1-2952 (Physician Assistant practice)
• Va. Code § 8.01-581.15 (Medical malpractice cap; $2.70M for 7/1/2025–6/30/2026)
• Va. Code § 32.1-127.1:03 (Patient health records)
• Virginia DOLI 2026 low-wage threshold notice ($1,507.01/week)
• HB 1083 (2024) and 2025 amendments to § 40.1-28.7:8

This template is for informational purposes only and is not legal advice. Verify all statutory thresholds, the current medical malpractice cap, and the DOLI low-wage threshold before execution.