Healthcare Employment Agreement

HEALTHCARE EMPLOYMENT AGREEMENT

(West Virginia — Physician / Nurse Practitioner / Physician Assistant)

1. PARTIES & RECITALS

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 [West Virginia professional corporation / professional limited liability company / hospital / health system] with its principal place of business at [ADDRESS], West Virginia (the "Employer"); and

(b) [EMPLOYEE NAME, M.D./D.O./N.P./P.A.], an individual licensed to practice by the [West Virginia Board of Medicine / West Virginia Board of Osteopathic Medicine / WV RN Board / WV Board of Medicine PA Committee] (License No. [__________]) (the "Employee").

1.2 Recitals

A. Employer is duly organized under West Virginia law and engages in the delivery of professional healthcare services in compliance with the West Virginia Medical Practice Act, W. Va. Code § 30-3-1 et seq.

B. Employee is duly licensed, qualified, and desires to render professional healthcare services in West Virginia.

C. The Parties enter this Agreement to set forth the terms and conditions of Employee's employment in compliance with all applicable federal and West Virginia law.

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

2. DEFINITIONS

"Applicable Law" means all present and future federal, state, and local statutes, regulations, and professional standards, including without limitation: the West Virginia Medical Practice Act (W. Va. Code § 30-3-1 et seq.); the West Virginia Medical Professional Liability Act (W. Va. Code § 55-7B-1 et seq.); the Physicians Freedom of Practice Act (W. Va. Code § 47-11E-1 et seq.); the federal Stark Law (42 U.S.C. § 1395nn); the Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); and HIPAA (42 U.S.C. § 1320d et seq.).

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

"Board Certification" — current certification by the American Board of [SPECIALTY] or other certifying body acceptable to Employer.

"Cause" — has the meaning in Section 5.4(b).

"Confidential Information" — has the meaning in Section 7.2(a).

"Malpractice Insurance" — coverage required under Section 9.3.

"Restricted Area" — within thirty (30) road miles of Employee's primary place of practice, consistent with W. Va. Code § 47-11E-2.

"Services" — all professional and administrative duties performed by Employee under this Agreement.

"Term" — the period defined in Section 5.1.

3. ENGAGEMENT; DUTIES & AUTHORITY

3.1 Employment; Position. Employer hereby employs Employee, and Employee accepts employment, as [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], West Virginia as Employer may reasonably designate, with at least [30] days' prior written notice of any permanent relocation beyond [25] road miles.

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

3.4 Licensing & Credentialing. Employee shall maintain at all times:
(a) An unrestricted West Virginia professional license;
(b) Current Board Certification (if applicable);
(c) Valid DEA registration and, if applicable, West Virginia controlled-substance registration;
(d) All hospital privileges and payer credentials reasonably required by Employer.

Employee shall immediately notify Employer of any investigation, complaint, restriction, suspension, or revocation affecting any license, registration, or credential, including any West Virginia Board of Medicine action or NPDB report.

3.5 Professional Judgment. Nothing in this Agreement shall interfere with Employee's independent professional judgment in patient care.

3.6 Fee-Splitting Prohibition. The Parties acknowledge W. Va. Code § 30-3-14 prohibitions on division of professional fees with non-licensed persons; compensation under this Agreement is for bona fide employment services and does not constitute prohibited fee-splitting.

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. Productivity- or quality-based incentive compensation per Schedule A, structured to comply with Stark, Anti-Kickback, and W. Va. Code § 30-3-14.
(c) Signing Bonus / Relocation. [IF APPLICABLE] A one-time signing bonus or relocation allowance of $[AMOUNT], subject to Schedule B repayment terms.

4.2 Benefits. Employee shall be eligible for Employer's group health, dental, vision, retirement, disability, and life insurance plans on the same terms as similarly situated employees.

4.3 PTO & CME.
☐ PTO accrual: [__] days per year.
☐ CME allowance: $[AMOUNT] per year plus [__] CME leave days.
☐ Professional society dues, license, DEA, and board recertification fees: [paid by Employer / reimbursed up to $___].

4.4 Expense Reimbursement. Reasonable business expenses reimbursed under Employer policy.

5. TERM; RENEWAL; TERMINATION

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

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

5.3 Termination by Mutual Agreement. At any time by written consent.

5.4 Termination for Cause.
(a) Procedure. Written notice identifying grounds; [30] days to cure curable breaches.
(b) Cause (non-exclusive):
(i) Material breach;
(ii) Loss, suspension, or material restriction of license, DEA, or hospital privileges;
(iii) Exclusion from Medicare, Medicaid, or any federal/state healthcare program;
(iv) Conviction of, or nolo plea to, a felony or crime of moral turpitude;
(v) Willful misconduct, gross negligence, or patient endangerment;
(vi) Material violation of Employer's compliance, harassment, or substance-abuse policies.

5.5 Effect of Termination. Employer shall pay all earned and unpaid Base Salary, accrued PTO per policy, and reimbursable expenses within the time required by the West Virginia Wage Payment and Collection Act, W. Va. Code § 21-5-1 et seq. Employee shall promptly return Employer property and cooperate in the 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 has authority to enter into and perform this Agreement; this Agreement is binding and enforceable; performance does 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 subject to any prior non-compete, non-solicit, or confidentiality covenant that would impair performance;
(c) Employee has never been excluded, sanctioned, or convicted as described in Section 5.4(b)(iii)/(iv);
(d) Employee has no undisclosed NPDB reports, malpractice settlements/judgments, or Board disciplinary actions;
(e) Employee will immediately disclose any event that would render any representation inaccurate.

7. COVENANTS & RESTRICTIONS

7.1 Compliance. Employee shall perform Services consistent with Applicable Law and Employer's compliance program (Stark, Anti-Kickback, HIPAA, FDA, DEA).

7.2 Confidentiality.
(a) "Confidential Information" includes Employer's trade secrets, business information, Protected Health Information under HIPAA, and proprietary data.
(b) Employee shall not use or disclose Confidential Information except as authorized or required by law, during or after employment.
(c) Upon termination, Employee shall return or securely destroy all Confidential Information.

7.3 Non-Competition (Physician Freedom of Practice Act Compliance).

(a) Scope. During employment and for [ONE (1)] year following termination of employment by Employee or termination for Cause, Employee shall not, within the Restricted Area, engage in the practice of medicine in direct competition with Employer's lines of service in which Employee participated.

(b) Statutory Limits. This Section 7.3 is expressly subject to W. Va. Code § 47-11E-1 et seq. If Employee's employment is terminated by Employer other than for Cause, this Section 7.3 shall be VOID and unenforceable consistent with W. Va. Code § 47-11E-2.

(c) Exclusions. Non-disclosure (Section 7.2) and non-solicitation (Section 7.4) survive independently and are not restricted by the Act.

(d) Blue-Penciling. If any provision is held overbroad, the court is authorized to reform the provision to the broadest enforceable scope consistent with Reddy, 171 W. Va. 368, and W. Va. Code § 47-11E-1 et seq.

7.4 Patient & Employee Non-Solicitation. During employment and for [TWO (2)] years thereafter, Employee shall not knowingly solicit Employer's active patients (those treated within the [18] months preceding termination) for competitive services, nor solicit Employer's employees or independent contractors, provided that generalized advertising, response to patient-initiated contact, and continuity-of-care obligations are not restricted.

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

7.6 Outside Activities. Outside professional activities (teaching, expert witness, consulting, locum tenens) require Employer's prior written consent.

8. DEFAULT; NOTICE & REMEDIES

8.1 Events of Default. Any uncured breach constituting Cause; failure to pay undisputed monetary obligations within [10] business days after written notice; material violation of Employer's compliance program after written warning.

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

8.3 Remedies. Termination; specific performance; injunctive relief; damages; attorneys' fees and costs to the prevailing party in any enforcement action.

9. RISK ALLOCATION

9.1 Indemnification — Malpractice.
(a) Employee Indemnity. Employee shall indemnify Employer for Losses arising from Employee's gross negligence, willful misconduct, or violation of Applicable Law, or Services performed outside the scope of this Agreement.
(b) Employer Indemnity. Employer shall indemnify Employee for claims arising from Employer's business operations (other than Employee's acts/omissions).

9.2 Insurance.
(a) Professional Liability. Employer shall maintain malpractice insurance covering Employee with limits of not less than $[1,000,000] per claim and $[3,000,000] aggregate. Note: W. Va. Code § 55-7B-8 conditions full availability of the noneconomic damages cap on at least $1 million per-occurrence coverage.
(b) Tail Coverage. ☐ Employer / ☐ Employee shall procure extended reporting (tail) coverage if claims-made, with limits not less than the underlying policy, for not less than [three (3)] years following termination. Allocation: [Employer pays / Employee pays / shared per Schedule C].
(c) Cooperation. Employee shall cooperate with insurer in defense of any claim.

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

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement is governed by the laws of the State of West Virginia, without regard to conflicts principles.

10.2 Forum. Any action shall be brought exclusively in the Circuit Court of [COUNTY] County, West Virginia, or, where federal jurisdiction exists, the U.S. District Court for the [Northern/Southern] District of West Virginia.

10.3 Optional Arbitration.
☐ Upon mutual written election, disputes shall be resolved by confidential binding arbitration before a single arbitrator under AAA Employment Arbitration Rules in [CITY], West Virginia.

10.4 Jury Trial Waiver (Optional). ☐ EACH PARTY KNOWINGLY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

10.5 Injunctive Relief. Either Party may seek temporary or preliminary injunctive relief to enforce Sections 7.2, 7.3, and 7.4 without posting bond to the extent permitted by law.

11. GENERAL PROVISIONS

11.1 Amendments. Only in writing, signed by both Parties.
11.2 Assignment. Employee may not assign. Employer may assign to successors via merger, consolidation, or asset sale.
11.3 Severability; Reformation. Invalid provisions are severable; the court may reform to the minimum extent necessary, consistent with Reddy, 171 W. Va. 368.
11.4 Entire Agreement. This Agreement, with Schedules and Exhibits, is the entire agreement.
11.5 Counterparts; Electronic Signatures. Permitted under the West Virginia Uniform Electronic Transactions Act, W. Va. Code § 39A-1-1 et seq.
11.6 Notices. In writing; personal delivery, overnight courier, or certified mail return receipt requested, to the addresses below.
11.7 Construction. Headings for convenience; drafter rule waived.

12. EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

13. SCHEDULES & EXHIBITS

• Schedule A — Productivity & Quality Incentive Plan (Stark/Anti-Kickback compliant)
• Schedule B — Signing Bonus / Relocation Repayment Terms
• Schedule C — Malpractice Tail Coverage Allocation
• Exhibit 1 — Job Description & Performance Metrics
• Exhibit 2 — Acknowledgment of Employer Compliance Program

Sources & References

• W. Va. Code § 30-3-1 et seq. (Medical Practice Act)
• W. Va. Code § 30-3-14 (Disciplinary actions; fee-splitting)
• W. Va. Code § 47-11E-1 et seq. (Physicians Freedom of Practice Act, eff. July 1, 2017)
• Reddy v. Community Health Foundation, 171 W. Va. 368, 298 S.E.2d 906 (1982)
• W. Va. Code § 55-7B-1 et seq. (Medical Professional Liability Act)
• W. Va. Code § 21-5-1 et seq. (Wage Payment and Collection Act)

This template is provided for informational purposes only and must be reviewed by qualified West Virginia counsel before use.