HEALTHCARE EMPLOYMENT AGREEMENT

(Massachusetts – Comprehensive Template)

[// GUIDANCE: This template is drafted for use by Massachusetts healthcare employers engaging licensed professionals (e.g., physicians, nurse practitioners, physician assistants, therapists). Bracketed text must be customized before execution. Non-compete provisions for physicians are prohibited under Massachusetts law; see § 5.4. For all other clinicians, any restraint must comply with the Massachusetts Noncompetition Agreement Act and related common-law principles.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Employment & Duties
IV. Compensation & Benefits
V. Covenants & Restrictions
VI. Representations & Warranties
VII. Default; Termination; Remedies
VIII. Risk Allocation
IX. Dispute Resolution
X. General Provisions
XI. Execution Block

I. DOCUMENT HEADER

This HEALTHCARE EMPLOYMENT AGREEMENT (“Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [corporation/LLC/etc.] with its principal place of business at [ADDRESS] (“Employer”); and
2. [EMPLOYEE FULL LEGAL NAME, CREDENTIALS], a healthcare professional duly licensed in the Commonwealth of Massachusetts, residing at [ADDRESS] (“Employee”).

Employer and Employee may be referred to individually as a “Party” and collectively as the “Parties.”

Recitals

A. Employer operates [DESCRIPTION OF FACILITY/PRACTICE] and desires to employ Employee to render professional healthcare services subject to the terms and conditions set forth herein.
B. Employee is duly qualified, trained, and licensed to practice as a [LICENSE TYPE] in Massachusetts and desires to accept such employment under the terms of this Agreement.
C. In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

II. DEFINITIONS

[// GUIDANCE: Definitions appear alphabetically and are capitalized when used elsewhere.]

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

“Base Salary” – The annual salary specified in § 4.1, subject to lawful deductions and prorated for any partial year.

“Cause” – Any of the events set forth in § 7.3.

“Change of Law” – Any federal, state, or local legislative, regulatory, or judicial development that materially alters a Party’s obligations hereunder.

“Claims-Made Coverage” – Professional liability insurance providing coverage only for claims first made during the coverage period or any applicable extended reporting period.

“Confidential Information” – Information protected by § 5.1.

“Effective Date” – As defined in the Document Header.

“Employment Term” – The period described in § 3.2.

“HIPAA” – The Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1320d et seq., and its implementing regulations, as amended.

“Malpractice Limits” – The liability caps in § 8.3.

“Noncompetition Act” – Massachusetts General Laws chapter 149, § 24L, as in effect on the Effective Date.

“Patient Records” – All documents and data relating to any patient treated by Employee in the course of employment, regardless of physical form or storage medium.

III. EMPLOYMENT & DUTIES

3.1 Position; Authority

Employer hereby employs Employee as [POSITION TITLE]. Employee shall devote [FULL-TIME / PART-TIME (%)] professional efforts to Employer’s practice and shall perform the duties customarily associated with such position and such additional duties as reasonably assigned, provided they are consistent with Employee’s licensure and qualifications.

3.2 Employment Term

(a) Initial Term. The employment term (“Employment Term”) shall commence on [COMMENCEMENT DATE] and continue for [NUMBER] years unless earlier terminated pursuant to Article VII.
(b) Renewal. Unless either Party gives written non-renewal notice at least [90] days prior to expiration of the Initial Term or any Renewal Term, this Agreement shall automatically renew for successive [ONE-YEAR] terms (each, a “Renewal Term”).

3.3 Licensure & Credentials

Employee shall:
(i) Maintain an active, unrestricted Massachusetts professional license and all required DEA registrations;
(ii) Obtain and maintain staff privileges at [HOSPITAL/FACILITY] if reasonably required by Employer; and
(iii) Immediately notify Employer of any investigation, suspension, or revocation relating to licensure or privileges.

3.4 Standards of Performance

Employee shall:
(i) Provide services in accordance with (A) generally accepted professional standards, (B) applicable federal and Massachusetts law, and (C) Employer’s policies and procedures;
(ii) Comply with all quality assurance, utilization review, and peer review programs; and
(iii) Timely complete all medical records and documentation.

[// GUIDANCE: Insert specialty-specific productivity benchmarks or quality metrics as needed.]

3.5 Independent Professional Judgment

Nothing in this Agreement shall be construed to permit Employer to exercise control over the manner in which Employee exercises independent professional judgment.

IV. COMPENSATION & BENEFITS

4.1 Base Salary

Employer shall pay Employee a Base Salary of $[AMOUNT] per annum, payable in accordance with Employer’s standard payroll practices.

4.2 Incentive Compensation

Employee shall be eligible for incentive compensation as described in Schedule A attached hereto. Payment shall be contingent upon Employee’s (i) achievement of the metrics set forth in Schedule A and (ii) compliance with § 3.3 and Article V.

4.3 Benefit Plans

Employee shall be entitled to participate in Employer’s benefit plans generally available to similarly situated employees, subject to the terms of such plans.

4.4 Paid Time Off (PTO)

Employee shall accrue [NUMBER] hours of PTO per calendar year, inclusive of vacation, sick leave, and personal time, consistent with Employer’s policies and the Massachusetts Earned Sick Time Law.

4.5 Business Expenses

Employer shall reimburse Employee for reasonable, properly documented business expenses incurred in the performance of duties, in accordance with Employer’s written reimbursement policy.

4.6 Professional Liability Insurance

(a) Coverage. Employer shall procure and maintain professional liability insurance covering Employee’s services hereunder with minimum limits of [LIMITS] per claim and [AGGREGATE] aggregate.
(b) Tail Coverage. If such insurance is Claims-Made Coverage and not renewed upon termination, Employer shall obtain extended reporting (“tail”) coverage of not less than [THREE] years, unless termination arises under § 7.3(b)–(d), in which case Employee shall bear such cost.

V. COVENANTS & RESTRICTIONS

5.1 Confidentiality; HIPAA

Employee shall not directly or indirectly disclose or use Confidential Information except as required to perform duties or as permitted by law. Upon termination, Employee shall return all Confidential Information in tangible form.

5.2 Intellectual Property

All intellectual property conceived or first reduced to practice by Employee in the course of employment and relating to Employer’s business shall be the exclusive property of Employer. Employee hereby assigns all right, title, and interest therein to Employer and agrees to execute any instruments reasonably required to perfect such ownership.

5.3 Non-Solicitation

During the Employment Term and for [ONE] year thereafter, Employee shall not directly (a) solicit any patient of Employer with whom Employee had contact in the preceding [12] months for the purpose of providing competing services, or (b) solicit, recruit, or induce any employee or contractor of Employer to terminate or modify their relationship with Employer.

5.4 Non-Competition

(a) Physicians. Pursuant to Massachusetts law, any restriction on the practice of medicine in Massachusetts after termination is void and unenforceable. Accordingly, no post-employment non-competition covenant applies to Employee if Employee is a physician.
(b) Non-Physician Practitioners. A non-competition covenant may be included only if it strictly complies with the Noncompetition Act, including but not limited to: (i) providing the agreement to Employee at least ten (10) business days before commencement of employment, (ii) limiting the restricted period to a maximum of twelve (12) months, (iii) defining a reasonable geographic scope, and (iv) providing either “garden leave” or other mutually agreed consideration.
[// GUIDANCE: For non-physicians, insert compliant non-compete language here or strike § 5.4 entirely.]

5.5 Restrictive Covenant Enforcement

Employee acknowledges that a breach of Article V would cause irreparable harm for which monetary damages are inadequate; therefore, Employer shall be entitled to injunctive relief without posting bond, in addition to other available remedies.

VI. REPRESENTATIONS & WARRANTIES

6.1 Employee

Employee represents and warrants that:
(a) Employee holds all licenses, certifications, and registrations necessary to perform duties on the Effective Date;
(b) No disciplinary, criminal, or civil actions are pending or threatened that would impair Employee’s ability to perform hereunder;
(c) Employee is not bound by any agreement that would conflict with this Agreement.

6.2 Employer

Employer represents and warrants that:
(a) It is duly organized, validly existing, and in good standing;
(b) The execution and performance of this Agreement are duly authorized and will not violate any other agreement or law;
(c) Employer maintains all accreditations and permits required for its operations.

6.3 Survival

The representations and warranties in this Article VI shall survive termination of the Agreement for [ONE] year.

VII. DEFAULT; TERMINATION; REMEDIES

7.1 Events of Default

Each of the following constitutes an “Event of Default”:
(a) A material breach of this Agreement by either Party that remains uncured for [30] days after written notice;
(b) Employee’s loss, suspension, or material restriction of licensure or privileges;
(c) Employee’s commission of fraud, gross negligence, or willful misconduct;
(d) Employer’s insolvency, bankruptcy filing, or assignment for the benefit of creditors.

7.2 Termination Without Cause

Either Party may terminate this Agreement without Cause upon [90] days’ prior written notice.

7.3 Termination for Cause

(a) By Employer. Employer may terminate immediately upon the occurrence of an Event of Default by Employee.
(b) By Employee. Employee may terminate immediately if Employer commits an Event of Default under § 7.1(a) or (d).

7.4 Obligations Upon Termination

(a) Compensation. Employer shall pay (i) accrued but unpaid Base Salary through the termination date, and (ii) any earned but unpaid incentive compensation, subject to standard offsets.
(b) Return of Property. Employee shall promptly return all Employer property, including Patient Records, keys, and devices.
(c) Assistance with Transition. Employee shall cooperate with Employer to ensure an orderly transfer of patient care responsibilities.

7.5 Remedies

In addition to any remedies at law or equity, upon an Event of Default the non-defaulting Party may:
(i) Suspend performance;
(ii) Seek injunctive relief;
(iii) Recover attorneys’ fees and costs under § 7.6.

7.6 Attorneys’ Fees

The prevailing Party in any dispute arising under this Agreement shall be entitled to reasonable attorneys’ fees, costs, and expenses.

VIII. RISK ALLOCATION

8.1 Indemnification – Malpractice Indemnity

(a) By Employer. Employer shall indemnify, defend, and hold Employee harmless from any claim, action, loss, or liability (“Claim”) arising out of Employee’s provision of services within the course and scope of employment, except to the extent such Claim results from Employee’s gross negligence, willful misconduct, or acts outside the scope of licensure.
(b) By Employee. Employee shall indemnify, defend, and hold Employer harmless from any Claim arising from Employee’s (i) gross negligence or willful misconduct, or (ii) violation of applicable law or this Agreement.

8.2 Insurance Requirements

Each Party shall maintain insurance in commercially reasonable amounts sufficient to satisfy its indemnity obligations.

8.3 Liability Caps (Malpractice Limits)

Except for liability arising from (i) a Party’s indemnity obligations under § 8.1, (ii) a Party’s fraud or willful misconduct, or (iii) Employee’s breach of Article V, each Party’s aggregate liability under this Agreement shall not exceed the greater of (A) the policy limits of the professional liability insurance required under § 4.6, or (B) [AMOUNT].

8.4 Force Majeure

Neither Party shall be liable for failure to perform caused by events beyond its reasonable control (e.g., natural disaster, pandemic, governmental order), provided that the affected Party (i) gives prompt notice and (ii) uses diligent efforts to resume performance.

IX. DISPUTE RESOLUTION

9.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflicts-of-law principles.

9.2 Forum Selection

Subject to § 9.3, the state courts located in [COUNTY, MA] shall have exclusive jurisdiction over any action arising under this Agreement. Each Party irrevocably submits to such jurisdiction.

9.3 Optional Arbitration

[SELECT ONE]
☐ Arbitration Not Elected.
☐ Arbitration Elected. If elected, any dispute shall be resolved by binding arbitration before [AAA/JAMS], sitting in [CITY, MA], in accordance with its employment arbitration rules. Judgment on the award may be entered in any court of competent jurisdiction.

9.4 Jury Waiver (Optional)

[SELECT ONE]
☐ Each Party knowingly and voluntarily waives its right to a trial by jury for any dispute arising out of this Agreement.
☐ No jury waiver.

9.5 Injunctive Relief

Nothing herein shall limit either Party’s right to seek provisional or injunctive relief in a court of competent jurisdiction to preserve the status quo pending resolution on the merits.

X. GENERAL PROVISIONS

10.1 Amendments; Waivers

No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

10.2 Assignment

Employee may not assign or delegate any rights or duties without Employer’s prior written consent. Employer may assign this Agreement to any Affiliate or successor in interest, provided that Employer remains liable for obligations accrued prior to assignment.

10.3 Successors & Assigns

This Agreement shall bind and inure to the benefit of the Parties and their respective permitted successors and assigns.

10.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent required to render it enforceable.

10.5 Entire Agreement

This Agreement, including all schedules and attachments, constitutes the entire understanding between the Parties and supersedes all prior agreements, oral or written, concerning the subject matter.

10.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Electronic signatures and facsimile transmissions shall be deemed originals.

XI. EXECUTION BLOCK

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

[// GUIDANCE: Massachusetts generally does not require notarization or witnesses for employment contracts, but consider notarization if Agreement includes restrictive covenants for non-physician practitioners.]

Schedule A – Incentive Compensation Plan

[Insert detailed productivity RVU targets, quality metrics, and payment formulas.]

Schedule B – Non-Competition (only for non-physician practitioners, if used)

[Ensure compliance with § 5.4(b) and attach “garden leave” or alternative consideration terms.]

[// GUIDANCE: Conduct a final customization pass to (i) align pronouns and defined terms, (ii) delete unused election boxes, (iii) confirm compliance with facility-specific bylaws, payer contracts, and any collective bargaining obligations, and (iv) attach all referenced schedules before circulation for signature.]