Employment Agreement Between Physician and Professional Limited

Employment Agreement between Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete

Employment Agreement made on the , between

, a professional limited liability company, organized and existing under the laws of the state of , with its principal office located at , referred to herein as the Employer, and , of , hereinafter called Employee.

Whereas, Employee is a physician duly licensed in ; and

Whereas, Employer desires to employ Employee and Employee desires to accept employment to practice medicine as an employee of Employer; and

Whereas, the Members of Employer have unanimously offered Employee employment for the compensation and other benefits and subject to the terms and conditions set forth in this Agreement, and Employee is willing to accept employment on such terms;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Employment and Duties

A. Scope of Duties. Employer employs Employee, and Employee accepts said employment, to render medical and surgical services. Employer shall have the power to determine the specific duties to be performed by Employee, and the means and manner by which those duties shall be performed. Employer shall have the power to determine the assignment of patients to Employee, and Employee must perform services for all clients assigned to Employee. The power to supervise the duties to be performed, the manner of performing such duties, and the terms for performance of such duties shall be exercised by the Members of Employer. Hours of employment shall be determined by Employer within reasonable standards for the profession.

B. Exclusive Service. Employee shall devote his full working time and attention to the practice of medicine for Employer. During the term of this Agreement, Employee shall not, without the written consent of Employer, directly or indirectly render services of a professional nature to or for any person, firm, or organization for compensation, or engage in any practice that competes with the interest of Employer. However, the expenditure of reasonable amounts of time for shall not be deemed a breach of this Agreement, provided the Members of Employer determine that the rendering of such services by Employee do not materially interfere with the services required to be rendered to Employer under this Agreement.

C. Professional Standards. Employee shall perform his duties under this Agreement in accordance with the rules of ethics of the medical profession.

II. Records and Files

All case records, charts, and personal files concerning patients of Employer shall be and remain the property of Employer. On termination of Employee's employment, Employee shall not be entitled to keep or reproduce Employer's records or charts related to any patient unless the patient shall specifically request that his or her records be transmitted to Employee.

III. Fees

All fees and compensation received or realized as a result of the rendition of professional medical services by Employee shall belong to and be paid and delivered to Employer.

IV. Term

The term of this Agreement shall begin on , and shall continue until terminated as provided below in this Agreement.

V. Compensation

A. Base Salary. In consideration of all services rendered under this Agreement, from and after the date of this Agreement, Employee shall receive a base salary of $ per year, payable in 12 equal monthly installments on the day of each month. The base salary may be changed by mutual agreement of the parties at any time.

B. Bonus.

In addition to the base salary referred to above, Employer shall, during the term of this Agreement, pay Employee a bonus on the last day of each fiscal year of the Employer. Such bonus shall be calculated according to the negotiated terms and conditions specified in Exhibit A attached to and incorporated in this Agreement.

C. Fringe Benefits.

As further consideration, Employer shall, within a reasonable time after the execution of this Agreement, provide for Employee the following benefits on such terms as the parties shall agree upon, and any additional benefits that may from time to time be made available to physicians employed by Employer: (List benefits, such as: (1) a qualified employees' pension or profit-sharing plan, or a combination of both; (2) an employees' group life insurance plan; (3) an accident and health plan for the payment of employee's medical care expenses; and/or (4) a disability plan.)

VI. Expenses

During the term of this Agreement, Employer shall pay all reasonable business expenses of Employee in accordance with the general policy of Employer, including, but not limited to, medical supplies, professional license fees, and dues to medical societies. Additionally, Employer shall either advance sums to Employee to be used for, or reimburse Employee for the following:

A. Educational expenses incurred to maintain or improve Employee's professional skills, and for Employee's actual expenses for travel, room, and meals for attending professional conventions; and

B. Professional and entertainment and promotional expenses.

Employee agrees to submit to Employer such documentation as may be necessary to substantiate such expenses.

VII. Malpractice Insurance. Employer shall purchase and maintain at its expense such comprehensive professional liability insurance coverage as it shall deem appropriate, covering the acts or omissions of Employee in the normal course of his employment.

VIII. Office Facilities. Employer shall operate and maintain facilities, and shall provide at its own cost, equipment, drugs, and supplies, suitable to Employee's position and adequate for the performance of Employee's duties. Further, Employer shall supply and pay for nurses, technicians, and other personnel reasonably needed by Employee in connection with his employment under this Agreement.

IX. Vacation. Employee shall be entitled to a paid annual vacation of [e.g., (number) weeks]. Vacation time may not be accumulated without Employer's consent, and must be taken in the year earned. Employee's vacation will be scheduled at times most convenient to Employer's medical practice as determined by the Members of Employer. In addition, Employee shall be allowed weeks each year to attend medical meetings or seminars; provided, however, that the attendance at such meetings or seminars shall be planned for minimum interference with the medical practice of Employer.

X. Illness and Disability

A. Employee shall be entitled, without any adjustment in Employee's compensation, to days' sick leave in each fiscal year of employment if Employee is unable to perform Employee's services by reason of illness or accident not resulting in Employee becoming totally disabled. Unused sick leave may not be carried over from one fiscal year to another.

B. If Employee is unable to perform his services by reason of total disability, Employee's salary shall be reduced in accordance with the following schedule during the continuance of such disability:

1. For consecutive months, Employee shall receive of his monthly salary.

2. For the next consecutive months of disability, Employee shall receive of his monthly salary.

3. Subsequently, Employee shall receive no disability payments.

4. In determining periods of disability, any new period of disability shall be deemed to be a continuation of the prior period of disability if Employee has not returned to work for at least between such periods of disability. If Employee becomes disabled, and the disability ceases before termination of Employee's employment, Employee's salary shall be reinstated on the date disability ends.

XI. Death Benefits

If Employee dies during the term of this Agreement, Employer shall, within days after Employee's death, pay $ to Employee's spouse, if surviving, or to Employee's estate, if Employee is not survived by a spouse.

XII. Termination

This contract shall be terminated immediately:

A. If Employee becomes disqualified to practice medicine in ;

B. If Employee accepts other employment that places restrictions or limitations on his continued rendering of professional medical services;

C. On the death of Employee;

D. If Employer and Employee mutually so agree in writing;

E. If Employee becomes disabled and the disability continues for a period of consecutive months or more; or

F. If, in the opinion of Employer, Employee fails or refuses to perform faithfully or diligently the duties of his employment or any of Employee's obligations under this Agreement.

On termination for any reason, Employee shall be entitled to termination pay of $ or the salary due Employee to the date of such termination, whichever amount is greater. Payment of said amount shall be full compensation for all claims under this Agreement.

XIII. Nondisclosure Agreement.

A. In consideration of the transactions contemplated by this Agreement and to more effectively protect the value and goodwill of the assets and medical practice of Employer, Employee covenants and agrees that, for a period commencing on the separation from his date of employment with Employer, and ending on the anniversary of the date of separation from such employment, such Employee will neither induce nor attempt to persuade any employee or independent contractor of Employer to terminate such employment or engagement for any reason. In addition, Employee covenants and agrees that he will not divulge or make use of any trade secrets or other confidential information of the medical practice of Employer except in the following circumstances:

1. Disclosure in any claim or dispute brought by or against Employee pursuant to this Agreement;

2. Disclosure of the economic terms of the transaction and historical financial data of Employer to existing and prospective investors, fund-raising efforts for charitable activities, marketing, informational or reporting activities, or to Employee’s attorneys or other agents, provided that, in each case, the recipient of such information is subject to a confidentiality obligation that prohibits any further dissemination of such information prior to receiving such information; or

3. Disclosure pursuant to a requirement by or order of a court of competent jurisdiction, administrative body, or governmental body, or by subpoena, summons, or legal process, or by law, rule, or regulation, provided that, to the extent permitted by law, Employee, if required to make such disclosure, shall provide to Employer prompt notice of such disclosure.

B. This Section shall not apply with respect to any information which was or becomes publicly available other than as a result of a disclosure by Employee in violation of this Section or was or becomes available to Employee on a non-confidential basis from a source not known by such Employee to be prohibited from disclosing such information to Employee by a legal, contractual, or fiduciary confidentiality obligation.

C. Without limiting the right of Employer to pursue all other legal and equitable rights available to it for violation of this Section by Employee, it is agreed that other remedies cannot fully compensate Employer for such a violation and that Employer shall each be entitled to seek injunctive relief to prevent violation or continuing violation thereof. It is the intent and understanding of each party hereto that if, in any action before any court or agency legally empowered to enforce this Section, any term, restriction, covenant or promise in this Section is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant, or promise shall be deemed modified to the extent necessary to make it enforceable by such court or agency.

XIV. Covenant Not to Compete.

A. Employee agrees that at all times during the term of his employment under this Agreement and for a period of years after the termination of his employment under this Agreement, however brought about, he will not, within miles of the current principal place of business of the Employer, engage in the profession of the practice of medicine. If the provisions of this Section should ever be deemed to exceed the time, geographic or occupational limitations permitted by the applicable laws, then such provisions shall be reformed to the maximum time, geographic or occupational limitations permitted by the applicable laws.

B. Employee agrees that for a period of years after the termination of this Agreement, he will not:

1. Directly or indirectly induce any patients of the Employer to patronize any competing medical practice (i.e., a practice other than Employer);

2. Canvass, solicit or accept any medical relationship from any patients of Employer;

3. Directly or indirectly request or advise any patients of Employer to withdraw, curtail or cancel such patient’s medical relationship with the Employer; or

4. Directly or indirectly disclose to any other person, firm or corporation the names or addresses of any of the patients of Employer.

XV. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

XVI. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

XVII. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XVIII. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

XIX. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XX. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XXI. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

WITNESS our signatures as of the day and date first above stated.

Attach Exhibit A