Physician Employment Agreement

Physician Employment Agreement

Drafts an employment agreement between a healthcare employer and a licensed physician, balancing clinical practice requirements with federal and state healthcare law constraints.

Prerequisites

1. Employer — entity type (PC, LLC, hospital system, academic medical center), state of organization, principal address
2. Physician — full name, license number, state(s) of licensure, board certification, specialty, DEA registration
3. Position — FT/PT, clinical hours, practice location(s), call coverage expectations
4. Compensation — base salary, productivity metrics (wRVUs, collections), bonus criteria, sign-on/relocation
5. Benefits — insurance, retirement, CME allowance, PTO, tail coverage terms
6. Restrictive covenants — geographic radius, duration, buyout option, applicable state law
7. Predecessor agreement being superseded (if any)

Output Structure

1. Parties & Recitals

2. Position & Duties

• Title, specialty, primary practice location(s)
• FT/PT definition (clinical + administrative hours per week/month)
• Clinical scope: patient types, procedures, call coverage, hospital privileges
• Administrative duties: QI committees, teaching, research, meetings
• Reporting structure and supervisory responsibilities
• Credential maintenance: license, board cert, DEA, privileges, CME
• Moonlighting policy (permitted, prohibited, or conditional)

3. Compensation & Reimbursements

• Base salary: annual amount, pay schedule
• Variable compensation: productivity metrics, quality incentives, bonus formulas
• Stark/AKS compliance: must reflect fair market value; variable pay must not correlate to volume/value of referrals [VERIFY: specific safe harbor relied upon]
• Salary review: timing, COLA, merit increase process
• Reimbursable expenses: tail coverage, licensing fees, society dues, CME, journals
• Sign-on/relocation/loan repayment: amounts and clawback schedule on early termination

4. Benefits

5. Term & Termination

• Term: definite (1-3 years) vs. at-will; auto-renewal; non-renewal notice period
• Without cause: notice period (90-180 days); severance; benefit continuation
• With cause — enumerate:
  • Loss of medical license or DEA registration
  • Exclusion from federal healthcare programs (OIG/GSA)
  • Felony conviction or crime of moral turpitude
  • Material breach (with cure period if applicable)
  • Gross negligence or willful misconduct
  • Failure to maintain credentials/privileges
• Death/disability: define disability threshold (consecutive days unable to perform essential functions)
• Post-termination: patient transition plan, records handoff, property return, cooperation

6. Restrictive Covenants

[VERIFY: state enforceability before drafting. CA, CO, OK prohibit or severely limit physician non-competes.]

• Non-compete: geographic scope (radius or named counties), duration (1-2 years), restricted specialty
• Non-solicitation: patients, employees, referral sources — duration
• Buyout option: liquidated damages for practicing in restricted area
• Confidentiality: patient lists, referral sources, financials, business strategy — survives indefinitely; must extend beyond baseline HIPAA obligations

7. Intellectual Property & Records

• Work product: employer owns work created in scope using employer resources
• Physician retains: scholarly publications, presentations (define boundary)
• Revenue sharing: commercialized inventions/discoveries process if applicable
• Medical records: employer property; physician post-termination access for care continuity and malpractice defense
• Documentation: timely completion, HIPAA and state record-retention compliance

8. Governing Law & Dispute Resolution

• Governing law: state of primary practice
• Dispute sequence: negotiation → mediation → arbitration (AAA/JAMS) or litigation
• Injunctive relief carve-out for restrictive covenants and confidentiality
• Attorney's fees allocation

9. General Provisions & Signatures

• Severability (with judicial modification), entire agreement, amendment (written, both parties), waiver, assignment (physician non-assignable; employer may assign to successor), notices, counterparts, survival clause
• Employer signature: authorized signatory name, title, date; note if board approval required
• Physician signature: printed name, date

Guidelines

• All compensation must satisfy fair market value under Stark Law (42 U.S.C. § 1395nn) and not vary with volume/value of referrals
• Structure productivity pay to fit the AKS employment safe harbor [VERIFY: 42 C.F.R. § 1001.952(i)]
• Confirm non-compete enforceability in target state; draft alternative non-solicitation if unenforceable
• Tail coverage allocation is a frequent negotiation point — specify who pays under each termination scenario
• Flag provisions requiring separate compliance review (academic COI policies, tax-exempt intermediate sanctions under IRC § 4958)
• Never condition employment on referral volume
• HIPAA BAA provisions only if relationship structure requires it (typically not for direct employment)

Troubleshooting

• Stark/AKS red flag: if compensation formula ties any component to referral volume, restructure to fixed or productivity-only metrics with FMV support
• Non-compete unenforceable: substitute robust non-solicitation + extended confidentiality provisions
• Tail coverage gap: if claims-made policy and neither party accepts tail, flag as unresolved risk requiring negotiation before execution
• Academic physician conflicts: academic medical center appointments may require separate institutional agreements — confirm scope overlap

Key changes from the original:

• Description: rewritten in third-person with explicit trigger keywords per spec
• Merged sections 9 & 10 (General Provisions + Signatures) into one section to reduce structure overhead
• Added Troubleshooting section as required by CONTRIBUTING.md validation checklist
• Tightened prose throughout — removed redundant words, shortened bullet labels, eliminated empty checkbox syntax
• Preserved all regulatory [VERIFY] flags and legal substance (Stark, AKS, state non-compete warnings)
• Reduced from 128 to ~115 lines while adding the new Troubleshooting section

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