HEALTHCARE EMPLOYMENT AGREEMENT

(Washington State – Comprehensive Template)

[// GUIDANCE: Insert all bracketed placeholders before execution. Remove GUIDANCE comments in final clean version.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Engagement & Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

Healthcare Employment Agreement (“Agreement”) made effective as of [EFFECTIVE DATE] (“Effective Date”) by and between:

1. [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] with principal place of business at [ADDRESS] (“Employer”); and
2. [EMPLOYEE FULL NAME], [CREDENTIALS], licensed and in good standing to practice [PROFESSION] in the State of Washington (License No. [LICENSE #]) (“Provider”).

Recitals

A. Employer operates [DESCRIPTION OF PRACTICE / FACILITY] and desires to employ Provider to furnish professional healthcare services.
B. Provider possesses the requisite education, training, experience, and Washington licensure to perform such services.
C. The parties enter into this Agreement in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged.

NOW, THEREFORE, the parties agree as follows:

II. DEFINITIONS

The following terms shall have the meanings set forth below and apply uniformly throughout this Agreement:

“Affiliate” – any entity controlling, controlled by, or under common control with Employer.
“Base Compensation” – the annualized salary set forth in Section 3.3(a).
“Cause” – any ground for immediate termination described in Section 6.1.
“Confidential Information” – all information described in Section 5.4.
“Covenant Not to Compete” or “Non-Compete” – the restrictive covenant in Section 5.6.
“Credentialing Requirements” – all licensing, privileging, insurance, and other requirements needed for Provider to render Services.
“Malpractice Claim” – any claim or proceeding alleging professional negligence by Provider or Employer relating to Services.
“Services” – the professional healthcare services Provider must perform under Section 3.1.

[// GUIDANCE: Add or delete defined terms to match custom drafting.]

III. OPERATIVE PROVISIONS

3.1 Engagement; Position; Duties

(a) Employer hereby employs Provider as [POSITION TITLE] to render Services consistent with Provider’s licensure, training, and Employer policies.
(b) Provider shall devote [FULL-TIME / PART-TIME (% FTE)] professional effort to Employer, comply with all Credentialing Requirements, and perform duties at [PRIMARY SITE] and other Employer facilities as reasonably assigned.

3.2 Term

(a) Initial Term: [NUMBER] years commencing on the Effective Date.
(b) Automatic Renewal: The Agreement shall automatically renew for successive one-year terms unless either party delivers [90] days’ prior written notice of non-renewal.

3.3 Compensation & Benefits

(a) Base Compensation: $[AMOUNT] per annum, payable in accordance with Employer’s payroll practices.
(b) Productivity / Incentive Compensation: [FORMULA OR “None”].
(c) Benefits: Provider shall be eligible for Employer’s standard employee benefit plans, subject to their terms.
(d) Withholdings: Employer shall withhold taxes and legally required deductions.

3.4 Scheduling; Call Coverage

Provider shall provide services during [SCHEDULE] and participate in call coverage pursuant to Employer’s call schedule policy. Additional call compensation, if any, is set forth in Schedule 1.

3.5 Conditions Precedent

Provider’s commencement of Services is conditioned on:
(a) Verification of active, unrestricted Washington license;
(b) Satisfactory background check and credentialing;
(c) Proof of required professional liability insurance per Section 7.3.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each party represents that it has full power and authority to enter into and perform this Agreement.

4.2 Provider’s Representations

Provider represents and warrants that:
(a) Licensure: Provider holds and shall maintain an active, unrestricted license to practice [PROFESSION] in Washington and is not subject to any disciplinary action.
(b) Board Certification: [BOARD STATUS OR “Not Applicable”].
(c) No Exclusions: Provider is not excluded from any state or federal healthcare program.
(d) No Conflicts: Execution and performance do not violate any other agreement or legal obligation.
(e) Clinical Competence: Provider possesses the skill and training customary for similarly situated professionals.

4.3 Survival

The representations and warranties in this Article IV shall survive termination as to matters arising during the Term.

V. COVENANTS & RESTRICTIONS

5.1 Compliance with Laws

Provider shall comply with all applicable federal and Washington statutes, regulations, professional standards of care, and Employer policies.

5.2 Licensing & Credentialing

Provider shall timely renew all licenses, certifications, and hospital privileges. Provider shall promptly notify Employer of any adverse action.

5.3 Practice Restrictions

Provider shall practice strictly within the scope authorized by Washington law and Credentialing Requirements, and shall not independently prescribe, perform, or bill for services beyond such scope without Employer’s prior written consent.

5.4 Confidentiality & HIPAA

Provider shall maintain confidentiality of Protected Health Information (“PHI”) in accordance with HIPAA, 45 C.F.R. Parts 160 & 164, and Employer’s privacy policies. Obligations survive indefinitely.

5.5 Intellectual Property

All works conceived or reduced to practice in the course of employment (“Works”) shall be “works made for hire” vested in Employer. Provider hereby assigns all rights in such Works to Employer.

5.6 Restrictive Covenants

(a) Non-Solicitation: During the Term and for [12] months thereafter, Provider shall not solicit Employer’s patients or employees for competing purposes.
(b) Covenant Not to Compete:
(i) Duration: [UP TO 18 MONTHS] following Termination Date.
(ii) Geographic Scope: a radius of [X] miles from each facility where Provider provided Services.
(iii) Compensation Threshold: Employer acknowledges enforcement is conditioned on Provider’s earnings exceeding the statutory threshold under Wash. Rev. Code § 49.62.020(1)(b) (adjusted annually for inflation).
(iv) Garden-Leave or Compensation: If enforcement extends beyond actual employment, Employer shall pay Provider the greater of (A) compensation at the Base Compensation rate, or (B) 50% of Provider’s average annualized compensation during the last two years of employment, in accordance with Wash. Rev. Code § 49.62.070.
(c) Severability & Blue-Pencil: If any restriction exceeds limits under applicable law, it shall be modified to the maximum enforceable scope.
(d) Notice: Employer provided Provider with this covenant no later than the earlier of (1) the date of this offer, or (2) 14 days before commencement of employment, pursuant to Wash. Rev. Code § 49.62.020(1)(c).

5.7 Outside Activities

Provider shall not engage in other professional activities that interfere with duties hereunder without Employer’s written consent.

5.8 Records

Provider shall maintain accurate medical records, which shall be Employer’s property, subject to patient access rights under law.

VI. DEFAULT & REMEDIES

6.1 Events of Default

(a) By Provider:
1. Loss, suspension, or restriction of required license or privileges;
2. Material breach of this Agreement not cured within [30] days after notice;
3. Gross negligence or willful misconduct;
4. Exclusion from Medicare/Medicaid.
(b) By Employer:
1. Failure to pay amounts when due, not cured within [15] days after notice;
2. Material breach not cured within [30] days after notice;
3. Bankruptcy or insolvency.

6.2 Remedies

Upon Default, the non-defaulting party may:
(a) Terminate the Agreement immediately (or after cure period, if applicable);
(b) Seek damages, injunctive relief, and/or specific performance;
(c) Recover reasonable attorneys’ fees and costs (Section 6.3).

6.3 Attorneys’ Fees

The prevailing party in any action arising under this Agreement shall be entitled to reasonable attorneys’ fees, costs, and expenses.

VII. RISK ALLOCATION

7.1 Indemnification—Professional Malpractice

(a) Provider shall indemnify, defend, and hold Employer and its Affiliates harmless from any Malpractice Claim arising from Provider’s negligent acts or omissions.
(b) Employer shall indemnify, defend, and hold Provider harmless from any Malpractice Claim arising solely from Employer’s negligent policies, equipment, or non-clinical acts.

7.2 Limitation of Liability (Malpractice Limits)

Except for gross negligence or willful misconduct, each party’s liability for Malpractice Claims shall not exceed the limits of professional liability insurance maintained pursuant to Section 7.3.

7.3 Insurance

(a) Provider shall maintain professional liability insurance with limits of not less than $[1,000,000] per claim / $[3,000,000] aggregate on an [occurrence / claims-made] basis, naming Employer as an additional insured where permissible.
(b) Tail Coverage: If claims-made coverage is used, Provider shall procure extended reporting (“tail”) coverage for at least [5] years after termination.

7.4 Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond reasonable control, including pandemics, natural disasters, or governmental orders, provided the affected party gives prompt notice and resumes performance when feasible.

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflicts-of-law rules.

8.2 Forum Selection

Subject to Section 8.3 (Arbitration), the parties submit to exclusive jurisdiction of the state courts located in [COUNTY], Washington for any action arising hereunder.

8.3 Arbitration (Optional)

[ARBITRATION ELECTED: [YES/NO]]
If “YES,” the following applies:
(a) Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Healthcare Arbitration Rules.
(b) The arbitration shall take place in [CITY], Washington before a panel of [ONE / THREE] arbitrator(s) with healthcare law experience.
(c) Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)

[JURY WAIVER ELECTED: [YES/NO]]
If “YES,” each party hereby waives its right to a trial by jury in any judicial proceeding arising hereunder.

8.5 Injunctive Relief

Nothing herein shall preclude either party from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect its rights pending arbitration or litigation.

IX. GENERAL PROVISIONS

9.1 Amendment & Waiver

No amendment or waiver shall be effective unless in writing signed by both parties. Waiver of one breach is not waiver of any other breach.

9.2 Assignment

Provider may not assign or delegate any rights or duties without Employer’s prior written consent. Employer may assign to an Affiliate or successor by merger or sale.

9.3 Successors & Assigns

This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.

9.4 Severability

If any provision is held invalid, the remainder shall be enforced to the maximum extent permissible, and the invalid provision reformed to reflect the parties’ intent within legal limits.

9.5 Integration

This Agreement (including schedules) constitutes the entire agreement and supersedes all prior agreements and understandings.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original, and delivered electronically (e.g., PDF, DocuSign) with the same force and effect as original signatures.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Healthcare Employment Agreement as of the Effective Date.

[// GUIDANCE: Add notary acknowledgment or witness signature lines if required by internal policy or transaction specifics. Washington law does not generally require notarization for employment agreements.]

Schedule 1 – Call Coverage & Additional Compensation

[// GUIDANCE: Detail call rotation, stipend amounts, response times, etc.]

Schedule 2 – Disclosure of Outside Activities

[// GUIDANCE: List any pre-existing consultancies or part-time engagements approved by Employer.]

[// GUIDANCE: Review all bracketed placeholders, confirm compliance with the most recent inflation-adjusted income threshold for RCW 49.62, and tailor restrictive covenants to the Provider’s specialty, geography, and actual competitive landscape.]