Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(Wisconsin — Physician / Nurse Practitioner / Physician Assistant)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Duties; Scope of Practice
4. Compensation & Benefits
5. Term; Renewal; Termination
6. Representations & Warranties
7. Restrictive Covenants (Wis. Stat. § 103.465)
8. Default; Notice & Remedies
9. Risk Allocation; Malpractice & Tail
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 [__/__/____] (the "Effective Date") by and between:

(a) [EMPLOYER LEGAL NAME], a Wisconsin [service corporation / limited liability company / nonprofit corporation] organized under Wis. Stat. ch. [180 / 183 / 181] with its principal place of business at [ADDRESS] ("Employer"); and

(b) [EMPLOYEE NAME, DEGREE/CREDENTIALS], an individual licensed by the Wisconsin Medical Examining Board / Board of Nursing / Physician Assistant Affiliated Credentialing Board under Wis. Stat. ch. 448, License No. [________] ("Employee").

1.2 Recitals

A. Employer delivers professional healthcare services in Wisconsin and is a qualified "health care provider" under Wis. Stat. ch. 655.
B. Employee holds a current, unrestricted Wisconsin license and desires to provide professional services to Employer.
C. The Parties intend this Agreement to comply with Wis. Stat. ch. 448, Wis. Stat. § 103.465, Wis. Stat. ch. 655, and applicable federal healthcare laws.

NOW, THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows.

2. DEFINITIONS

"Applicable Law" — All federal, Wisconsin, and local statutes, regulations, and rules governing the practice of medicine and the operation of healthcare entities, including without limitation Wis. Stat. ch. 448 (Medical Practices), Wis. Stat. § 448.08 (Fee Splitting), Wis. Stat. ch. 655 (Health Care Liability), HIPAA (45 C.F.R. Parts 160 & 164), the federal Stark Law (42 U.S.C. § 1395nn), and the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)).

"Base Salary" — The annual salary payable under Section 4.1(a).

"Cause" — As defined in Section 5.4(b).

"Confidential Information" — As defined in Section 7.2(a).

"Fund" — The Wisconsin Injured Patients and Families Compensation Fund established under Wis. Stat. § 655.27.

"Restricted Period" — The period defined in Section 7.4.

"Services" — All professional healthcare services and reasonably related administrative duties Employee performs under this Agreement.

"Term" — The period defined in Section 5.1.

3. ENGAGEMENT; DUTIES; SCOPE OF PRACTICE

3.1 Position. Employer employs Employee as [TITLE — e.g., Staff Physician, Family Medicine] at [PRIMARY SITE] and such other sites in [COUNTY], Wisconsin as Employer may reasonably designate.

3.2 Scope of Practice. Employee shall practice only within the scope of Employee's Wisconsin license and Board certification, in accordance with Wis. Stat. ch. 448 and the rules of the Wisconsin Medical Examining Board (or applicable board). Employee shall not delegate clinical duties except as permitted by Wis. Admin. Code Med. ch. 8 (delegated medical acts).

3.3 Licensing & Credentialing. Employee shall maintain throughout the Term:
☐ An unrestricted Wisconsin professional license;
☐ Current Board Certification in [SPECIALTY] (if applicable);
☐ Valid DEA registration and Wisconsin controlled-substance authority;
☐ Hospital privileges and payer credentials reasonably required by Employer;
☐ Status as a "health care provider" qualified to participate in the Fund under Wis. Stat. § 655.002, if applicable.

3.4 Notice of Adverse Events. Employee shall immediately notify Employer of any (a) license or DEA action, (b) malpractice claim or NPDB report, (c) Medicare/Medicaid exclusion or investigation, or (d) criminal charge.

3.5 Professional Judgment. Nothing in this Agreement shall interfere with Employee's independent clinical judgment in the care of patients.

3.6 No Fee Splitting. Consistent with Wis. Stat. § 448.08, neither Party shall give or receive any fee, commission, rebate, or thing of value for referring a patient or for professional services not actually rendered.

4. COMPENSATION & BENEFITS

4.1 Compensation.
(a) Base Salary. Employer shall pay Employee $[AMOUNT] per annum, payable in accordance with Employer's standard payroll practices and subject to all required withholdings under Wis. Stat. ch. 71 and 26 U.S.C.
(b) Incentive Compensation. Employee may earn incentive compensation per Schedule A, structured to comply with the Stark Law and Anti-Kickback Statute. Productivity bonuses shall not be tied to the volume or value of referrals for designated health services.
(c) Signing Bonus / Loan Forgiveness. ☐ Applicable / ☐ Not applicable. If applicable, see Schedule B for repayment terms.

4.2 Benefits. Employee shall participate in Employer's group health, retirement, and welfare plans on the same terms offered to similarly situated employees.

4.3 Paid Time Off; CME.
(a) PTO: [___] days annually.
(b) CME: Up to $[AMOUNT] annual reimbursement and [___] CME days.

4.4 Expense Reimbursement. Employer shall reimburse reasonable, documented business expenses.

5. TERM; RENEWAL; TERMINATION

5.1 Term. The Initial Term is [THREE] years from the Effective Date, automatically renewing for successive [ONE-YEAR] Renewal Terms unless either Party provides at least [90] days' prior written notice of non-renewal.

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

5.3 Termination by Mutual Agreement. Permitted at any time in a writing signed by both Parties.

5.4 Termination for Cause.
(a) Procedure. Written notice identifying the specific grounds; if curable, [30] days to cure.
(b) Cause includes: (i) material breach; (ii) loss, suspension, or material restriction of license, DEA registration, or hospital privileges; (iii) exclusion from any federal or state healthcare program; (iv) conviction of, or no-contest plea to, a felony or a crime of moral turpitude; (v) willful misconduct, gross negligence, or patient endangerment; (vi) loss of Fund coverage eligibility under Wis. Stat. ch. 655.

5.5 Effect of Termination. Employer shall pay all earned and unpaid compensation through the termination date in accordance with Wis. Stat. § 109.03. Employee shall promptly return Employer property and cooperate in patient transition consistent with Wis. Stat. § 146.83 (patient access to records).

5.6 Survival. Sections 6, 7, 8, 9, 10, and 11 survive termination.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual. Each Party has authority to enter into and perform this Agreement; this Agreement is enforceable against it; execution does not violate any other obligation.

6.2 Employee. Employee (a) holds all required Wisconsin licenses and credentials; (b) is not subject to any non-compete, non-solicit, or confidentiality obligation that would impair performance; (c) has not been excluded, sanctioned, or convicted as described in Section 5.4(b); (d) will promptly disclose any event rendering any representation inaccurate.

6.3 Survival. Representations survive for [TWO] years; fraud survives indefinitely.

7. RESTRICTIVE COVENANTS (Wis. Stat. § 103.465)

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

7.2 Confidentiality.
(a) "Confidential Information" includes Employer trade secrets (as defined in Wis. Stat. § 134.90), protected health information governed by HIPAA and Wis. Stat. §§ 146.81–146.84, payer contracts, fee schedules, and proprietary business information.
(b) Employee shall not use or disclose Confidential Information except as authorized or required by law, and shall return or destroy all such information upon termination.

7.3 Patient & Employee Non-Solicitation. During employment and for [ONE (1)] year after termination, Employee shall not knowingly:
(a) solicit any patient with whom Employee had a treating relationship during the [12] months preceding termination to seek services from a competing practice; or
(b) solicit any Employer employee or independent contractor to terminate their relationship with Employer.

This Section 7.3 does not restrict (i) general advertising not targeted at Employer patients or employees; (ii) responding to unsolicited inquiries; or (iii) any activity protected by law, including continuity of patient care required by Wis. Admin. Code Med. § 10.03 (unprofessional conduct — patient abandonment).

7.4 Non-Competition (Optional — Use With Caution).

During employment and for the Restricted Period of [___ months, not to exceed twelve (12)] following termination, Employee shall not, within a radius of [___ miles, narrowly tailored to Employer's actual service area] of [PRIMARY PRACTICE SITE], render the same clinical services Employee provided to Employer to any competing practice. This restriction:
☐ is necessary to protect Employer's customer goodwill and confidential information;
☐ is reasonably limited in time and geography;
☐ is not unduly harsh on Employee given Employee's skills and the labor market;
☐ does not violate public policy or create a shortage of healthcare services in the restricted area.

7.5 No Blue-Pencil; Acknowledgment. The Parties acknowledge that Wis. Stat. § 103.465 prohibits judicial reformation of overbroad covenants. Each Party has had the opportunity to negotiate the scope of Sections 7.3 and 7.4 with counsel.

7.6 Patient Continuity of Care. Notwithstanding any restriction in this Section 7, Employee may (and must, where required by professional standards) provide patients reasonable notice of departure, respond to records requests under Wis. Stat. § 146.83, and avoid abandonment.

7.7 Intellectual Property. Inventions or works created within the scope of employment are works made for hire and belong to Employer; Employee assigns all such right, title, and interest.

8. DEFAULT; NOTICE & REMEDIES

8.1 Events of Default. (a) Uncured Cause under Section 5.4(b); (b) failure to pay any undisputed monetary obligation within [10] business days after written notice; (c) material violation of Employer's compliance program after written warning.

8.2 Notice & Cure. Written notice; [30] days to cure (or [10] days for monetary defaults).

8.3 Remedies. Termination, specific performance, injunctive relief, and recovery of reasonable attorneys' fees and costs incurred in enforcement.

8.4 Cumulative. Remedies are cumulative and non-exclusive.

9. RISK ALLOCATION; MALPRACTICE & TAIL

9.1 Primary Malpractice Coverage. Employer shall, at Employer's expense, maintain professional liability insurance covering Employee with primary limits at least equal to those required for participation in the Fund under Wis. Stat. § 655.23(4) (currently $1,000,000 per occurrence / $3,000,000 annual aggregate, subject to change by the Office of the Commissioner of Insurance).

9.2 Fund Participation. Employer shall cause Employee to be enrolled and remain in good standing with the Wisconsin Injured Patients and Families Compensation Fund (Wis. Stat. § 655.27) for excess coverage, where Employee qualifies as a "health care provider" under Wis. Stat. § 655.002.

9.3 Tail / Extended Reporting.

If primary coverage is claims-made, [Employer / Employee / the terminating Party] shall procure extended reporting endorsement ("tail") coverage with the same limits for at least [the Wisconsin medical malpractice limitations period under Wis. Stat. § 893.55 — generally three (3) years from injury or one (1) year from discovery, not to exceed five (5) years].

9.4 Indemnification. Each Party indemnifies the other for Losses arising from its own gross negligence, willful misconduct, or violation of Applicable Law.

9.5 Limitation of Liability. Except for indemnification under Section 9.4, confidentiality breaches, and willful misconduct, each Party's aggregate liability is limited to the greater of (a) applicable malpractice limits, or (b) $[AMOUNT].

9.6 Force Majeure. Neither Party is liable for delays beyond its reasonable control, provided prompt notice and resumed performance.

10. DISPUTE RESOLUTION

10.1 Governing Law. Wisconsin law governs, without regard to conflicts principles.

10.2 Forum. Exclusive venue in the Wisconsin Circuit Court for [COUNTY] County or the U.S. District Court for the [Eastern / Western] District of Wisconsin, subject to jurisdictional requirements.

10.3 Mediation (Malpractice). Disputes arising from patient care are subject to the medical mediation panel process under Wis. Stat. §§ 655.42–655.58 before litigation.

10.4 Arbitration (Optional).

☐ Elected — disputes (other than equitable enforcement of Section 7) shall be resolved by binding arbitration administered by AAA in [CITY], Wisconsin.
☐ Not elected.

10.5 Injunctive Relief. Either Party may seek injunctive relief in court to enforce Section 7 without posting bond to the extent permitted by Wis. Stat. § 813.02.

10.6 Jury Trial Waiver (Optional). Subject to Wisconsin law, the Parties waive jury trial in any action arising under this Agreement.

11. GENERAL PROVISIONS

11.1 Amendments / Waivers. Only in a writing signed by both Parties.

11.2 Assignment. Employee may not assign. Employer may assign to a successor by merger or asset sale that assumes all obligations in writing.

11.3 Severability. If a provision is invalid, the remainder remains in force; however, the Parties acknowledge that Section 7 covenants are governed by the strict no-reformation rule of Wis. Stat. § 103.465.

11.4 Entire Agreement. This Agreement, together with its Schedules and Exhibits, is the complete agreement and supersedes all prior agreements.

11.5 Counterparts; Electronic Signatures. Executable in counterparts; electronic signatures (Wis. Stat. ch. 137, Uniform Electronic Transactions Act) are deemed originals.

11.6 Notices. In writing, delivered personally, by overnight courier, or by certified mail to the addresses below.

11.7 Construction. Headings are for convenience; the contra-proferentem rule is waived; this Agreement shall be construed fairly.

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 (Stark/AKS compliant)
• Schedule B — Signing Bonus / Loan Repayment Terms
• Schedule C — On-Call & Coverage Schedule
• Exhibit 1 — Job Description
• Exhibit 2 — Acknowledgment of Compliance Program and HIPAA Policies
• Exhibit 3 — Fund Enrollment Confirmation (Wis. Stat. § 655.27)

Sources and References

• Wis. Stat. § 103.465 — Restrictive Covenants in Employment Contracts
• Wis. Stat. ch. 448 — Medical Practices
• Wis. Stat. § 448.08 — Fee Splitting; Separate Billing Required
• Wis. Stat. ch. 655 — Health Care Liability and Injured Patients and Families Compensation
• Wis. Stat. § 893.55 — Medical Malpractice Limitations
• Star Direct, Inc. v. Dal Pra, 2009 WI 76, 319 Wis. 2d 274, 767 N.W.2d 898
• 42 U.S.C. § 1395nn (Stark) / 42 U.S.C. § 1320a-7b(b) (AKS)
• HIPAA, 45 C.F.R. Parts 160 & 164

This template is informational only; engage Wisconsin counsel before use.