Physician Employment Agreement

PHYSICIAN EMPLOYMENT AGREEMENT

TABLE OF CONTENTS

1. Parties and Recitals
2. Employment Terms
3. Duties and Responsibilities
4. Compensation and Benefits
5. Professional Liability Insurance
6. Compliance Provisions
7. Restrictive Covenants
8. Termination
9. Dispute Resolution
10. General Provisions

1. PARTIES AND RECITALS

PHYSICIAN EMPLOYMENT AGREEMENT

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

Employer: [________________________________] ("Employer")
Address: [________________________________]
Tax ID/EIN: [________________________________]
Type of Entity: [________________________________]

Physician: [________________________________], M.D./D.O. ("Physician")
Address: [________________________________]
Medical License Number: [________________________________]
State(s) of Licensure: [________________________________]
DEA Number: [________________________________]
NPI: [________________________________]
Specialty: [________________________________]

RECITALS

WHEREAS, Employer operates a medical practice/healthcare facility located at [________________________________]; and

WHEREAS, Physician is licensed to practice medicine in the State of [________________________________] and is board-certified/board-eligible in [________________________________]; and

WHEREAS, Employer desires to employ Physician, and Physician desires to accept such employment, upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

2. EMPLOYMENT TERMS

2.1 Commencement Date. Employment shall commence on [__/__/____].

2.2 Initial Term. The initial term shall be [____] years from the Commencement Date.

2.3 Renewal. This Agreement shall:
☐ Automatically renew for successive [____]-year terms unless either party provides written notice of non-renewal at least [____] days prior to expiration
☐ Terminate at the end of the initial term unless renewed by mutual written agreement

2.4 Practice Location(s). Physician shall provide services primarily at:
[________________________________]

Additional locations (if applicable): [________________________________]

3. DUTIES AND RESPONSIBILITIES

3.1 Clinical Duties. Physician shall:

• (a) Practice medicine in Physician's area of specialty;
• (b) Maintain [____] clinic hours per week;
• (c) Provide on-call coverage as scheduled, currently estimated at [____] days/week per month;
• (d) Complete medical records within [____] business days of patient encounter;
• (e) Participate in quality improvement activities as reasonably required.

3.2 Administrative Duties. Physician shall:
☐ Serve on medical staff committees as reasonably assigned
☐ Participate in peer review activities
☐ Supervise mid-level providers as assigned: [________________________________]
☐ Other: [________________________________]

3.3 Licensure and Credentialing. Physician shall maintain at all times:

• (a) An unrestricted medical license in the State of [________________________________];
• (b) DEA registration;
• (c) Board certification in [________________________________] (or active candidacy);
• (d) Medical staff privileges at [________________________________];
• (e) Eligibility for participation in Medicare, Medicaid, and other federal healthcare programs.

3.4 Exclusive Employment.
☐ Physician shall devote full-time professional efforts to Employer
☐ Physician may engage in outside activities with prior written approval, including: [________________________________]

4. COMPENSATION AND BENEFITS

4.1 Base Salary. Employer shall pay Physician an annual base salary of $[________________________________], payable in accordance with Employer's regular payroll schedule.

4.2 Productivity Compensation.
☐ Not applicable
☐ In addition to Base Salary, Physician shall receive productivity compensation as follows:

• (a) Rate per work Relative Value Unit (wRVU): $[________________________________]
• (b) wRVU threshold before productivity bonus applies: [________________________________]
• (c) Compensation shall be calculated [quarterly/annually] based on wRVUs reported through [________________________________]

4.3 Quality Bonus.
☐ Not applicable
☐ Physician shall be eligible for a quality bonus of up to $[________________________________] based on the following metrics: [________________________________]

4.4 Signing Bonus.
☐ Not applicable
☐ Employer shall pay Physician a signing bonus of $[________________________________], subject to repayment on a pro-rata basis if Physician terminates employment within [____] months.

4.5 Benefits. Employer shall provide:
☐ Health insurance (medical, dental, vision)
☐ Retirement plan (401(k)/403(b)) with employer match of [____]%
☐ Paid time off: [____] days per year
☐ CME allowance: $[________________________________] per year with [____] days of CME leave
☐ Relocation allowance: $[________________________________]
☐ Student loan repayment assistance: $[________________________________] per year
☐ Cell phone / technology allowance: $[________________________________]
☐ Dues and licensing fees
☐ Other: [________________________________]

5. PROFESSIONAL LIABILITY INSURANCE

5.1 Coverage. Employer shall provide professional liability (malpractice) insurance with the following minimum limits:

• Per occurrence: $[________________________________]
• Annual aggregate: $[________________________________]

5.2 Type of Policy:
☐ Occurrence-based policy
☐ Claims-made policy

5.3 Tail Coverage. If a claims-made policy is provided:
☐ Employer shall provide and pay for tail (extended reporting) coverage upon termination for any reason
☐ Employer shall provide tail coverage only if Employer terminates without cause or Physician terminates for good cause
☐ Physician shall be responsible for purchasing tail coverage at Physician's expense
☐ Cost of tail coverage shall be shared: Employer [____]% / Physician [____]%

6. COMPLIANCE PROVISIONS

6.1 Stark Law Compliance. The parties acknowledge that:

• (a) This Agreement is intended to satisfy the bona fide employment exception under 42 C.F.R. § 411.357(c);
• (b) Physician's compensation reflects fair market value for the services Physician provides and does not take into account the volume or value of Physician's referrals to Employer;
• (c) Physician's compensation is commercially reasonable even absent any referrals.

6.2 Anti-Kickback Statute Compliance. The parties acknowledge that:

• (a) No amount paid under this Agreement is intended to induce or reward the referral of patients or business;
• (b) This Agreement is intended to satisfy the bona fide employment safe harbor under 42 C.F.R. § 1001.952(i);
• (c) Neither party shall condition employment, compensation, or benefits upon referrals.

6.3 False Claims Act. Physician shall not knowingly submit or cause the submission of false claims to any federal healthcare program and shall comply with Employer's compliance program.

6.4 Compliance Program. Physician shall:

• (a) Complete compliance training as required by Employer;
• (b) Report suspected violations through Employer's compliance reporting channels;
• (c) Cooperate with internal and external compliance audits;
• (d) Abide by Employer's Code of Conduct.

6.5 Excluded Persons. Physician represents that Physician is not excluded from participation in any federal healthcare program and shall notify Employer immediately if Physician becomes excluded or is subject to any exclusion proceedings.

7. RESTRICTIVE COVENANTS

7.1 Non-Competition.
☐ Not applicable (state prohibits physician non-competes)
☐ During employment and for a period of [____] months following termination, Physician shall not practice medicine within a [____]-mile radius of [________________________________].

7.2 Non-Solicitation. During employment and for [____] months following termination, Physician shall not:

• (a) Solicit or recruit Employer's employees, staff, or independent contractors;
• (b) Solicit patients of the practice, except as permitted by applicable law and medical ethics.

7.3 Medical Records. Employer shall permit patients to transfer their medical records to Physician's new practice in accordance with applicable law and medical ethics upon patient request.

7.4 Buyout Option.
☐ Not applicable
☐ Physician may buy out the non-competition restriction by paying Employer $[________________________________]

8. TERMINATION

8.1 Termination Without Cause. Either party may terminate this Agreement without cause upon [____] days' written notice.

8.2 Termination for Cause. Either party may terminate immediately upon written notice for:

By Employer:

• (a) Loss or suspension of medical license;
• (b) Loss of DEA registration;
• (c) Exclusion from federal healthcare programs;
• (d) Loss of medical staff privileges;
• (e) Material breach not cured within [____] days of written notice;
• (f) Conviction of a felony or crime of moral turpitude;
• (g) Failure to maintain board certification;
• (h) Habitual substance abuse affecting clinical duties.

By Physician:

• (a) Material breach by Employer not cured within [____] days of written notice;
• (b) Failure by Employer to maintain malpractice insurance;
• (c) Actions by Employer requiring Physician to violate medical ethics or law.

8.3 Post-Termination Obligations. Upon termination:

• (a) Physician shall cooperate in the orderly transition of patient care;
• (b) Physician shall complete all outstanding medical records within [____] days;
• (c) Employer shall pay all earned but unpaid compensation within [____] days.

9. DISPUTE RESOLUTION

☐ Mediation. Any dispute shall first be submitted to mediation before [________________________________].

☐ Arbitration. Unresolved disputes shall be submitted to binding arbitration in accordance with the rules of [________________________________] in [________________________________].

☐ Litigation. Disputes shall be resolved in the courts of [________________________________].

10. GENERAL PROVISIONS

10.1 Governing Law. This Agreement shall be governed by the laws of the State of [________________________________].

10.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements.

10.3 Amendment. This Agreement may be amended only by written instrument signed by both parties.

10.4 Assignment. This Agreement shall not be assignable by Physician. Employer may assign this Agreement to a successor entity with written notice to Physician.

10.5 Severability. If any provision is held invalid, the remaining provisions shall continue in full force and effect.

10.6 Notices. All notices shall be in writing and delivered to the addresses listed above.

SIGNATURES

EMPLOYER:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

PHYSICIAN:

Signature: [________________________________]
Printed Name: [________________________________], M.D./D.O.
Date: [__/__/____]

STATE-SPECIFIC CONSIDERATIONS

SOURCES AND REFERENCES

• 42 C.F.R. § 411.357(c) — Bona Fide Employment Exception
• 42 C.F.R. § 1001.952(i) — Employee Safe Harbor
• OIG Fraud & Abuse Laws
• Stark Law Physician Compensation Compliance
• Jackson Lewis — Physician Employment Agreements