CaseMark 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
- Employer — entity type (PC, LLC, hospital system, academic medical center), state of organization, principal address
- Physician — full name, license number, state(s) of licensure, board certification, specialty, DEA registration
- Position — FT/PT, clinical hours, practice location(s), call coverage expectations
- Compensation — base salary, productivity metrics (wRVUs, collections), bonus criteria, sign-on/relocation
- Benefits — insurance, retirement, CME allowance, PTO, tail coverage terms
- Restrictive covenants — geographic radius, duration, buyout option, applicable state law
- Predecessor agreement being superseded (if any)
Output Structure
1. Parties & Recitals
| Element | Details |
|---|---|
| Employer | Legal name, entity type, state of organization, principal address |
| Physician | Name, license #, licensure state(s), board cert, residence |
| Recitals | Specialty, physician qualifications, effective date, predecessor agreements superseded |
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
| Benefit | Specify |
|---|---|
| Health insurance | Medical/dental/vision, employer contribution %, dependents, effective date |
| Retirement | 401(k)/403(b)/pension, employer match, vesting |
| Malpractice | Occurrence vs. claims-made, limits, tail coverage on termination |
| PTO | Vacation/sick/holidays, accrual, carryover, payout on termination |
| CME | Allowance amount, permitted uses, approval process |
| Other | Disability, life insurance, professional development |
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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