HEALTHCARE EMPLOYMENT AGREEMENT

(Georgia – Comprehensive Template)

[// GUIDANCE: All bracketed items (e.g., [EMPLOYER LEGAL NAME]) are intended for customization. Delete inapplicable bracketed options prior to execution. Cross-references update automatically if you keep the section numbering intact.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Duties
4. Compensation & Benefits
5. Professional Standards; Licensing & Credentialing
6. Covenants & Restrictions
7. Insurance & Risk Allocation
8. Term; Termination; Transition Assistance
9. Default; Remedies
10. Dispute Resolution
11. General Provisions
12. Execution Block

1. DOCUMENT HEADER

HEALTHCARE EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a Georgia [corporate form] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE FULL NAME], [Professional Credentials], residing at [ADDRESS] (“Employee”). Employer and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. Employer is engaged in the business of providing healthcare services and desires to employ Employee as a [Physician / Nurse Practitioner / Physician Assistant / Other].
B. Employee is duly licensed and qualified to render such professional services in the State of Georgia and desires to accept such employment under the terms and conditions set forth herein.
C. In consideration of the mutual promises and covenants herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein have the meanings assigned elsewhere in this Agreement.

“Affiliate” – Any entity controlling, controlled by, or under common control with Employer.

“Cause” – (a) Professional misconduct or negligence; (b) revocation, suspension, or restriction of Employee’s License; (c) material breach of this Agreement; (d) conviction or plea of nolo contendere to any felony or crime involving moral turpitude; or (e) conduct that, in Employer’s reasonable judgment, materially impairs Employer’s reputation or operations.

“Competing Business” – Any medical practice, clinic, hospital, or other healthcare enterprise that offers services substantially similar to those provided by Employer within the Restricted Area.

“License” – The professional license, certification, registration, or permit issued by the Georgia Composite Medical Board or other applicable Georgia authority authorizing Employee to practice the Profession in the State of Georgia.

“Malpractice Claim” – Any claim, demand, or proceeding alleging professional negligence, malpractice, or error or omission in the rendering of professional healthcare services by Employee.

“Profession” – The scope of clinical practice for which Employee is licensed (e.g., medicine, nursing, physician assistant practice).

“Restricted Area” – That geographic area within a radius of [___] miles of [PRIMARY PRACTICE LOCATION(S)] or any county contiguous thereto.

“Restricted Period” – The period of Employee’s employment with Employer and [two (2)] years thereafter.

3. ENGAGEMENT & DUTIES

3.1 Position. Employer hereby employs Employee as [TITLE]. Employee accepts such employment and agrees to devote [(i) full-time / (ii) not less than __ FTE] professional efforts exclusively to Employer.

3.2 Duties. Employee shall:
(a) Render professional healthcare services consistent with applicable standards of care;
(b) Comply with Employer’s bylaws, policies, and procedures as amended;
(c) Supervise support personnel as reasonably assigned;
(d) Complete medical records within [__] days; and
(e) Perform such additional duties as are reasonable and customary for healthcare professionals in similar settings.

3.3 Independent Medical Judgment. Nothing herein shall be construed to interfere with Employee’s independent medical judgment regarding the diagnosis or treatment of any patient.

3.4 Location(s) of Service. Employee shall principally provide services at [PRIMARY PRACTICE LOCATION(S)], and at such additional locations as Employer may reasonably designate within [__] miles thereof.

4. COMPENSATION & BENEFITS

4.1 Base Salary. Employer shall pay Employee an annual base salary of [$___], payable in accordance with Employer’s regular payroll schedule, subject to lawful withholdings.

4.2 Incentive Compensation. Employee shall be eligible to receive incentive compensation (“Incentive Pay”) based on metrics set forth in Schedule A. Employer reserves the right to amend Schedule A annually.

4.3 Benefits. Employee shall be eligible to participate in Employer’s health, retirement, paid time off, and other fringe benefit plans on the same basis as similarly situated employees, subject to plan terms.

4.4 Professional Expenses. Employer shall reimburse Employee for reasonable and necessary professional expenses, including continuing medical education (“CME”) up to [$___] per contract year, upon submission of appropriate documentation.

4.5 Recoupment. Any amounts paid in error or subject to mandatory repayment under applicable law or payor rules may be offset against future compensation in accordance with 29 U.S.C. § 201 et seq.

[// GUIDANCE: Georgia generally follows federal wage-and-hour law; ensure offsets comply with the Fair Labor Standards Act.]

5. PROFESSIONAL STANDARDS; LICENSING & CREDENTIALING

5.1 Maintenance of License. Employee represents and warrants that Employee holds, and will maintain in good standing at all times during employment, the License and all DEA and state controlled-substance registrations required to practice the Profession in Georgia.

5.2 Credentialing. Employee shall timely provide all information necessary for credentialing and payor enrollment. Failure to maintain credentials [after a __-day cure period] constitutes Cause.

5.3 Compliance with Laws. Employee shall comply with all applicable federal and Georgia laws, regulations, and ethical standards, including but not limited to:
(a) Georgia Medical Practice Act, O.C.G.A. § 43-34-1 et seq.;
(b) Health Insurance Portability and Accountability Act (“HIPAA”);
(c) Stark Law and Anti-Kickback Statute;
(d) Occupational Safety and Health requirements.

5.4 Practice Restrictions. Employee shall not prescribe, dispense, or administer controlled substances except in accordance with state and federal law and Employer policy.

5.5 Reporting. Employee shall immediately notify Employer of: (a) any investigation or disciplinary action by a licensing board; (b) any Malpractice Claim; or (c) any condition that may impair Employee’s ability to safely perform duties.

6. COVENANTS & RESTRICTIONS

6.1 Confidentiality. Employee shall not, during or after employment, disclose or use Confidential Information except as required to perform duties.

6.2 Non-Competition.
(a) During the Restricted Period, Employee shall not, directly or indirectly, own, manage, operate, join, control, or be employed by any Competing Business within the Restricted Area.
(b) The Parties acknowledge this covenant is reasonable and complies with the Georgia Restrictive Covenants Act, O.C.G.A. §§ 13-8-50 to 13-8-59.
(c) If a court of competent jurisdiction finds any provision overly broad, such court shall reform the covenant to the maximum extent enforceable.

6.3 Non-Solicitation. For [two (2)] years after termination, Employee shall not solicit (a) Employer’s patients for competing services, or (b) Employer’s employees or contractors to terminate or alter their relationship with Employer.

6.4 Assignment of Inventions. Employee hereby assigns to Employer all right, title, and interest in any invention, discovery, or work of authorship created within the scope of Employee’s employment.

6.5 Injunctive Relief. Employee acknowledges that breach of this Article 6 will cause irreparable harm and that Employer shall be entitled to injunctive relief in addition to any other remedies.

7. INSURANCE & RISK ALLOCATION

7.1 Professional Liability Insurance.
(a) Employer shall maintain professional liability insurance with limits of not less than [$1,000,000 per claim / $3,000,000 aggregate], covering Employee for services rendered under this Agreement.
(b) Upon termination, the responsible Party under Section 7.1(c) shall obtain “tail” coverage for at least [___ years], with the same limits.
(c) Tail Allocation: [Select one]
 (i) Employer purchases tail; or
 (ii) Employee purchases tail; or
 (iii) Employer purchases tail and Employee reimburses Employer [__%] thereof.

7.2 Indemnification. Subject to the limitations set forth herein, each Party (“Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party, its Affiliates, and respective officers, directors, employees, and agents (“Indemnitees”) from any Malpractice Claim arising out of the Indemnifying Party’s negligence or willful misconduct, except to the extent caused by the gross negligence or willful misconduct of an Indemnitee.

7.3 Limitation of Liability. Except for (a) indemnification obligations for Malpractice Claims up to the insurance limits maintained, (b) breach of confidentiality, or (c) violations of Article 6, each Party’s aggregate liability shall not exceed the greater of:
(i) the limits of professional liability insurance applicable to the claim; or
(ii) [$___].

7.4 Force Majeure. Neither Party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, epidemic, governmental orders, or labor disputes, provided the affected Party uses commercially reasonable efforts to mitigate and resumes performance promptly.

8. TERM; TERMINATION; TRANSITION ASSISTANCE

8.1 Term. The initial term shall commence on the Effective Date and continue for [three (3)] years (“Initial Term”), automatically renewing for successive one-year terms unless either Party gives [90-]day written notice of non-renewal.

8.2 Termination.
(a) By Employer For Cause – Immediate written notice.
(b) By Employer Without Cause – [90] days’ written notice.
(c) By Employee For Cause – [30] days’ written notice after Employer’s failure to cure.
(d) By Employee Without Cause – [120] days’ written notice.
(e) Automatic – Death or permanent disability of Employee.

8.3 Obligations Upon Termination.
(a) Final Compensation – Employer shall pay earned but unpaid compensation through the date of termination.
(b) Return of Property – Employee shall return all Confidential Information and Employer property.
(c) Patient Transition – Employee shall cooperate to ensure orderly transfer of patient care and records.

8.4 Survival. Articles 5, 6, 7, 9, 10, and 11 survive termination.

9. DEFAULT; REMEDIES

9.1 Events of Default.
(a) Failure by a Party to fully perform any material covenant or obligation, which continues uncured after [30] days’ written notice;
(b) Repeated material breaches (≥ 3) within any twelve-month period;
(c) Insolvency or assignment for benefit of creditors.

9.2 Remedies.
(a) Cure – Non-defaulting Party may suspend performance until cure.
(b) Damages – Non-defaulting Party may recover actual damages, including reasonable attorneys’ fees and costs.
(c) Equitable Relief – Injunctive relief for breaches of Articles 5 or 6.
(d) Termination – Non-defaulting Party may terminate immediately upon a continuing Event of Default.

[// GUIDANCE: Graduated remedies offer flexibility and enhance enforceability.]

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement and all disputes hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict-of-laws principles.

10.2 Forum Selection. Subject to Section 10.3, the Parties submit to the exclusive jurisdiction of the state courts located in [COUNTY, Georgia] for any action arising out of or relating to this Agreement.

10.3 Arbitration (Optional). [Select one: “Applicable / Not Applicable”]
If “Applicable,” any dispute arising under this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS] in accordance with its healthcare rules. Judgment on the award may be entered in any court having jurisdiction. Injunctive relief under Articles 6 or 7.2 may be sought in court notwithstanding this clause.

10.4 Jury Trial Waiver (Optional). [If elected] THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

10.5 Attorneys’ Fees. The prevailing Party in any dispute shall be entitled to recover its reasonable attorneys’ fees and costs.

11. GENERAL PROVISIONS

11.1 Amendment & Waiver. No amendment or waiver shall be effective unless in a writing signed by both Parties. A waiver on one occasion is not a waiver of any subsequent breach.

11.2 Assignment. Employee may not assign this Agreement or delegate duties without Employer’s prior written consent. Employer may assign to an Affiliate or successor by merger, consolidation, or asset purchase, provided such assignee assumes Employer’s obligations.

11.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

11.4 Severability; Reformation. If any provision is held unenforceable, such provision shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force.

11.5 Integration. This Agreement (including all schedules) constitutes the entire agreement of the Parties and supersedes all prior oral or written agreements concerning the subject matter.

11.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered by electronic means (e.g., PDF, DocuSign) shall be deemed original for all purposes.

11.7 Notices. All notices shall be in writing and delivered (a) personally, (b) by certified mail (return receipt requested), or (c) by nationally recognized overnight courier to the addresses first set forth above (or such other address designated in writing), effective upon receipt.

11.8 Headings. Headings are for convenience only and do not affect interpretation.

12. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Healthcare Employment Agreement effective as of the Effective Date first above written.

[OPTIONAL NOTARY BLOCK as required]

SCHEDULE A

(Incentive Compensation Metrics)

[Insert detailed RVU, quality, or productivity metrics.]

[// GUIDANCE: Ensure compliance with the federal Stark Law “volume or value” prohibition when structuring incentives.]

SCHEDULE B

(List of Primary Practice Location(s))

End of Document