Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(Vermont – Comprehensive Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Duties & Authority
4. Compensation & Benefits
5. Term; Renewal; Termination
6. Representations & Warranties
7. Covenants & Restrictions
8. Default; Notice & Remedies
9. Risk Allocation
10. Dispute Resolution
11. General Provisions
12. Execution Block
13. Schedules & Exhibits

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 [Vermont professional corporation / medical group / limited liability company] with its principal place of business at [ADDRESS] ("Employer"); and

(b) [EMPLOYEE NAME, DEGREE/CREDENTIALS], an individual holding a current and unrestricted license issued by the Vermont Board of Medical Practice / Vermont Board of Nursing / Vermont Office of Professional Regulation (License No. [____]) ("Employee").

Employer and Employee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

1.2 Recitals

A. Employer is duly organized under the laws of the State of Vermont to employ healthcare professionals and to engage in the delivery of professional healthcare services in compliance with the Vermont Medical Practice Act, 26 V.S.A. ch. 23.
B. Employee is duly licensed, qualified, and desires to provide professional healthcare services in accordance with Applicable Law.
C. The Parties wish to enter into this Agreement to set forth the terms and conditions of Employee's employment and to ensure compliance with all Applicable Law.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

2. DEFINITIONS

"AAA" – The American Arbitration Association.

"Applicable Law" – All present and future federal, state (including without limitation 26 V.S.A. ch. 23 (Vermont Medical Practice Act), 26 V.S.A. § 1354 (Unprofessional Conduct, including the fee-splitting prohibition), 21 V.S.A. § 495 (Vermont Fair Employment Practices Act), and rules of the Vermont Board of Medical Practice), and local statutes, regulations, ordinances, and professional standards governing the performance of Services, including without limitation the federal Stark Law (42 U.S.C. § 1395nn) and the Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)).

"Base Salary" – The annual salary payable to Employee pursuant to Section 4.1(a).

"Board Certification" – Current certification by the American Board of [SPECIALTY] or comparable certifying body acceptable to Employer.

"Business Day" – Any day other than Saturday, Sunday, or a day on which Vermont state-chartered banks are authorized or required to close.

"Cause" – The occurrence of any of the events described in Section 5.4(b).

"Confidential Information" – Has the meaning set forth in Section 7.2(a).

"DEA" – The United States Drug Enforcement Administration.

"Malpractice Insurance" – The insurance coverage required under Section 9.3.

"Services" – All professional healthcare and related administrative services Employee is required to perform under this Agreement.

"Term" – The period defined in Section 5.1, including any Renewal Term.

3. ENGAGEMENT; DUTIES & AUTHORITY

3.1 Employment; Position. Employer hereby employs Employee, and Employee hereby accepts employment, to render Services under the job title [TITLE, e.g., "Staff Physician – Family Medicine"].

3.2 Primary Practice Site. Employee shall principally render Services at [PRIMARY LOCATION] and such additional sites within [COUNTY], Vermont as Employer may reasonably designate, with at least [30] days' prior written notice of any permanent relocation beyond [25] miles.

3.3 Scope of Duties. Employee shall:
(a) Provide professional healthcare services in conformity with Applicable Law and Employer's policies;
(b) Maintain accurate, timely, and complete medical records;
(c) Comply with Employer's quality assurance, peer review, utilization review, and risk-management programs;
(d) Participate in on-call rotations as reasonably scheduled; and
(e) Perform such administrative duties as are customarily associated with Employee's position.

3.4 Licensing & Credentialing.
(a) Employee shall at all times maintain (i) an unrestricted Vermont professional license, (ii) current Board Certification (if applicable), (iii) valid DEA registration and Vermont controlled-substance registration where required, and (iv) all hospital and payer credentials reasonably required by Employer.
(b) Employee shall immediately notify Employer of any investigation, suspension, restriction, or revocation of any license, certification, or credential, and of any reportable event under 26 V.S.A. § 1317 (mandatory reporting).

3.5 Professional Judgment. Nothing in this Agreement shall be construed to interfere with Employee's independent clinical judgment in the practice of Employee's profession.

3.6 Fee-Splitting Prohibition. Consistent with 26 V.S.A. § 1354, no compensation paid hereunder is in exchange for the referral of patients, and no portion of professional fees shall be split or divided with any person for bringing or referring patients. All compensation reflects fair market value for services actually rendered.

4. COMPENSATION & BENEFITS

4.1 Compensation.
(a) Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per annum, payable in accordance with Employer's standard payroll practices and subject to required withholdings.
(b) Incentive Compensation. Employee may earn incentive compensation in accordance with Schedule A (Productivity & Quality Incentive Plan), structured to comply with Stark, Anti-Kickback, and 26 V.S.A. § 1354.
(c) Signing Bonus / Relocation Allowance. [IF APPLICABLE] A one-time [signing bonus / relocation allowance] of $[AMOUNT] payable within [30] days after the Effective Date, subject to Schedule B repayment terms.

4.2 Benefits. Employee shall participate in Employer's benefit plans on the same terms offered to similarly situated employees.

4.3 Paid Time Off (PTO) & CME.
(a) PTO. Employee shall accrue PTO at a rate of ☐ hours per pay period.
(b) Earned Sick Time. Employer shall comply with 21 V.S.A. § 481 (Vermont Earned Sick Time Act).
(c) CME. Employer shall reimburse up to $[AMOUNT] per calendar year for continuing medical education expenses and provide up to ☐ CME leave days annually.

4.4 Expense Reimbursement. Employer shall reimburse reasonable business expenses consistent with Employer policy.

5. TERM; RENEWAL; TERMINATION

5.1 Term. The Initial Term commences on the Effective Date and continues for [THREE] years unless earlier terminated. The Agreement shall automatically renew for successive [ONE-YEAR] periods unless either Party gives at least [90] days' prior written notice of non-renewal.

5.2 Termination Without Cause. Either Party may terminate without Cause on at least [90] days' prior written notice.

5.3 Termination by Mutual Agreement. The Parties may terminate at any time by mutual written consent.

5.4 Termination for Cause.
(a) Procedure. The Party seeking to terminate for Cause shall deliver written notice specifying grounds; if curable, the breaching Party shall have [30] days to cure.
(b) Cause (non-exclusive):
☐ Material breach of this Agreement;
☐ Loss, suspension, or restriction of Employee's license, DEA registration, or hospital privileges;
☐ Exclusion from any federal or state healthcare program;
☐ Conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude;
☐ Willful misconduct or gross negligence;
☐ Violation of Employer's anti-harassment, discrimination, or substance abuse policies.

5.5 Effect of Termination. Upon termination Employer shall pay all earned but unpaid Base Salary, accrued PTO, and reimbursable expenses through the termination date, consistent with 21 V.S.A. § 342 (timely wage payment). Employee shall promptly return all Employer property and cooperate in orderly transfer of patient care.

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

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual. Each Party represents that it has full authority to enter into this Agreement, that this Agreement is enforceable against it, and that performance will not violate any other obligation.

6.2 Employee. Employee additionally represents that:
(a) All licenses, certifications, and credentials are current and unrestricted;
(b) Employee is not party to any agreement restricting Employee's right to perform hereunder;
(c) Employee has not been sanctioned, excluded, or convicted as described in Section 5.4(b); and
(d) Employee will immediately disclose any event rendering any representation inaccurate.

6.3 Survival. Representations survive for [TWO] years following termination; fraud or intentional misrepresentation survives without limitation.

7. COVENANTS & RESTRICTIONS

7.1 Compliance with Law. Employee shall perform all Services in accordance with Applicable Law and Employer's compliance program.

7.2 Confidentiality.
(a) "Confidential Information" includes Employer's trade secrets, patient information protected under HIPAA and 18 V.S.A. § 1852 (Patient Bill of Rights), and proprietary business information.
(b) Employee shall not, during or after employment, use or disclose Confidential Information except as authorized or required by law.
(c) Upon termination, Employee shall return or securely destroy all Confidential Information.

7.3 Non-Competition (Optional – Conditional).

[OPTIONAL] During employment and for [ONE (1)] year thereafter, Employee shall not, within [15] miles of any practice site at which Employee regularly rendered Services during the final [12] months of employment, render the same or substantially similar professional services in direct competition with Employer. The Parties agree this restriction (i) is supported by valuable consideration including the Base Salary, training, and Confidential Information access; (ii) is no broader than necessary to protect Employer's legitimate business interests; and (iii) does not unduly burden Employee's ability to practice medicine within Vermont.

7.4 Patient & Employee Non-Solicitation. During employment and for [ONE] year thereafter, Employee shall not knowingly solicit Employer's patients for competitive services or solicit Employer's employees to end their employment, except (i) generalized advertising; (ii) employment discussions initiated by another party; or (iii) activity protected by law. Nothing herein restricts a patient's right to choose a provider.

7.5 Intellectual Property. Any works, inventions, or improvements conceived by Employee in the course of employment and relating to Employer's business are "work made for hire" and belong exclusively to Employer; Employee hereby assigns all right, title, and interest therein to Employer.

7.6 Outside Activities. Employee may engage in outside professional activities only with Employer's prior written consent.

8. DEFAULT; NOTICE & REMEDIES

8.1 Events of Default.
(a) Any uncured breach constituting Cause under Section 5.4(b);
(b) Failure to pay any undisputed monetary obligation within [10] Business Days after written notice; or
(c) Material violation of Employer's compliance program after written warning.

8.2 Notice & Cure. The non-defaulting Party must give written notice specifying the default; the defaulting Party has [30] days (or [10] days for monetary defaults) to cure.

8.3 Remedies. Upon an Event of Default, the non-defaulting Party may (i) terminate immediately on written notice; (ii) seek specific performance, injunctive relief, or any other available remedy; and (iii) recover reasonable attorneys' fees, costs, and expenses.

8.4 Cumulative Remedies. All remedies are cumulative and non-exclusive.

9. RISK ALLOCATION

9.1 Indemnification.
(a) Employee shall indemnify Employer from any Losses arising out of Employee's gross negligence, willful misconduct, or violation of Applicable Law.
(b) Employer shall indemnify Employee from any Losses arising out of claims attributable to Employer's business operations (other than acts/omissions of Employee).

9.2 Limitation of Liability. Except for indemnification, confidentiality breaches, gross negligence, or willful misconduct, each Party's aggregate liability is limited to the greater of (x) the Malpractice Insurance limits or (y) $[AMOUNT].

9.3 Insurance.
(a) Professional Liability. Employer shall maintain malpractice coverage for Employee with limits of not less than $[1,000,000] per claim and $[3,000,000] aggregate.
(b) Tail Coverage. If claims-made coverage applies, Employer shall procure extended reporting ("tail") coverage with the same limits for at least [three (3)] years post-termination.
(c) Cooperation. Employee shall cooperate with the insurer in investigation and defense of any claim.

9.4 Force Majeure. Neither Party is liable for delay or failure caused by events beyond reasonable control, provided prompt notice is given. Payment obligations for Services rendered are not excused.

10. DISPUTE RESOLUTION

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

10.2 Forum Selection. Any action shall be brought exclusively in the Vermont Superior Court, Civil Division, in [COUNTY], Vermont, or, where federal jurisdiction exists, the U.S. District Court for the District of Vermont.

10.3 Optional Binding Arbitration.

(a) Upon mutual written election, any dispute shall be finally resolved by confidential binding arbitration administered by the AAA under its Employment Arbitration Rules (Healthcare Supplement).
(b) Arbitration shall be conducted in [CITY], Vermont before a single arbitrator admitted to the Vermont bar.
(c) Either Party may seek provisional injunctive relief in court pending the award.
(d) The arbitrator's award shall be in writing, reasoned, and final.

10.4 Jury Trial Waiver (Optional).
EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

10.5 Injunctive Relief. Either Party may seek temporary, preliminary, or permanent injunctive relief in any court specified in Section 10.2 to enforce Sections 7.2, 7.3, and 7.4.

11. GENERAL PROVISIONS

11.1 Amendments & Waivers. No amendment or waiver is effective unless in writing and signed by both Parties.

11.2 Assignment. Employee may not assign. Employer may assign to a successor by merger or asset/equity acquisition, provided the successor assumes all obligations in writing.

11.3 Severability; Reformation. If any provision is invalid, the court shall, consistent with Vermont's "rule of reason," reform it to the minimum extent necessary to render it enforceable.

11.4 Entire Agreement. This Agreement, together with all Schedules and Exhibits, supersedes all prior agreements.

11.5 Counterparts; Electronic Signatures. Counterpart and electronic signatures (consistent with 9 V.S.A. ch. 20, Vermont UETA) are deemed originals.

11.6 Notices. All notices must be in writing and delivered by personal delivery, overnight courier, or certified mail, return receipt requested.

11.7 Construction. Headings are for convenience only; the drafter rule is 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
• Schedule B – Signing Bonus / Relocation Repayment Terms
• Exhibit 1 – Job Description & Performance Metrics
• Exhibit 2 – Acknowledgment of Employer Policies & Compliance Program

Sources and References

• Vermont Medical Practice Act, 26 V.S.A. ch. 23 (§ 1311 et seq.): https://legislature.vermont.gov/statutes/fullchapter/26/023
• 26 V.S.A. § 1354 (Unprofessional Conduct): https://legislature.vermont.gov/statutes/section/26/023/01354
• Roy's Orthopedic, Inc. v. Lavigne, 145 Vt. 324 (1985) – common-law "rule of reason"
• H.583 (2026 session) – CPOM and restrictive covenant restrictions (pending; verify status)
• Vermont Board of Medical Practice Rules (eff. 5/1/2024)

This template is provided for informational purposes and should be reviewed by competent Vermont counsel before use.