TALBERT MEDICAL GROUP, INC.
PHYSICIAN EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is effective January 1, 1996, by and between
________________________________________, hereinafter referred to as "Physician"
and Talbert Medical Group, Inc., hereinafter referred to as "Medical Group".
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
I. EMPLOYMENT
Medical Group employs the Physician and Physician accepts employment on the
terms and conditions set forth in this Agreement.
The Physician shall observe and abide by all Medical Group policies and
procedures such as, but not limited to, those that relate to coverage, patient
care, scheduling and professional group activities.
II. TERM
The initial term of employment shall commence on January 1, 1996, and terminate
on ____________________. This Agreement shall then automatically renew under
the same terms and conditions for a one (1) year term, with the exception that
the base salary shall be renegotiated. The initial and renewal terms of this
Agreement may be terminated on an earlier date, as set forth in Section V.
After the one year automatic renewal, this Agreement shall not automatically
renew and any further renewals must be agreed to by both Medical Group and
Physician and documented by either an executed amendment to this Agreement or by
the execution of a new agreement.
III. COMPENSATION
A. A base salary of $______________ per month shall be paid to the Physician
for all professional and administrative services performed during the
initial term of this Agreement. Any stipend will be paid in accordance
with the Medical Group's policies and procedures. The base salary shall be
renegotiated between the Physician and the Medical Group for the one (1)
year automatic renewal term and any succeeding terms.
B. Payment shall be made in accordance with the Medical Group payroll policy
which is incorporated by reference herein. Payment for any services that
are not part of this Agreement provided by the Physician pursuant to an
Medical Group request and subject to Medical Group policy, will be paid in
accordance with the Medical Group payroll policy.
C. The Physician will receive indirect benefits, which includes professional
liability ("malpractice") insurance, as set forth in the "Schedule of
Benefits" which is attached hereto as Attachment A and incorporated herein.
Indirect benefits are subject to change.
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D. If the Physician requests, and the Medical Group approves in writing, a
less than full-time work schedule, or if Medical Group, in its sole
discretion, determines the need for the Physician's work is less than full
time, Physician shall then be considered a regular part-time employee and
all compensation and benefits as described herein, shall be prorated
according to current Medical Group policies and procedures which are
incorporated by reference herein.
E. Any incentive or additional compensation for which the Physician may be
eligible shall be determined in accordance with the applicable Medical
Group physician incentive programs.
F. The Physician understands and agrees that the compensation and payments
made by Medical Group as set forth in this Agreement will be the total
compensation due and owing and will be considered payment in full for all
services performed by the Physician for Medical Group.
IV. DUTIES
A. The Physician is employed as a/an __________________________, licensed to
practice in the State. The Physician will work according to the Medical
Group's assigned department or other work location schedule, patient
service and assignment policies, in compliance with the terms and
conditions of any contracts Medical Group has entered into (including
management service agreements) and in accordance with the hours of work
assigned by Medical Group. This schedule shall provide for hospital,
clinic duties, home health services and administrative tasks, when
applicable. The schedule may require the Physician to be available for
call back duties, telephone requests for consultation and other assigned
duties. The Physician understands that the professional services required
by Medical Group and for which the Physician is employed are of such a
nature that the Physician's time rendering patient care may vary from time
to time and that schedules may be changed to better meet the needs of the
professional staff and to provide quality professional care to all patients
of Medical Group. The Physician agrees that he/she will render care to all
patients of Medical Group, under the terms of this Agreement and will not
make any separate or independent charge for this care.
The Physician understands and agrees this employment requires a full
commitment of the Physician's professional services to Medical Group for
the term of this Agreement. The Physician agrees that if on his/her non
Medical Group working time, he/she elects to provide health care services
outside Medical Group, this will not interfere with departmental, hospital
or medical center obligations or other duties within Medical Group and
these services will not compete with Medical Group. The Physician will
immediately cease any such services or activities if so requested by
Medical Group.
B. The Physician shall adhere to the professional and ethical responsibilities
of a physician and the professional and committee responsibilities, as well
as the policies and procedures, of the Medical Group and those required in
the hospitals at which Physician practices, when applicable. This
includes, but is not limited to, participation in quality
assessment/management, grievance procedures, peer review, risk management
and utilization management activities (including prior authorization
requirements), referral activities, committees and attending and complying
with all Medical Group credentialing and risk management programs. In
addition, Physician shall cooperate and participate in any reviews,
accreditation surveys, audits or the like, as required by the Medical
Group.
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C. The Physician agrees that prior to the execution of this Agreement, he/she
will furnish Medical Group with a copy of his/her current narcotic license
and license to practice medicine in the State and any certificates,
diplomas or other documents which may be required by Medical Group. The
Physician shall keep these licenses and other applicable documents current
and in full force and will notify Medical Group within twenty-four (24)
hours if any of these licenses, certificates, diplomas or other applicable
documents are revoked, revised or limited. In addition, as part of the
Physician's duties, the Physician must obtain and maintain the necessary
privileges at hospitals designated by Medical Group and will so advise the
Medical Group within twenty-four (24) hours if these privileges are
revoked, revised or limited.
D. Both Medical Group and the Physician acknowledge and agree that the
Physician shall have the sole and exclusive right to prescribe for,
diagnose and treat patients within the limits of his/her license, while
practicing at or from Medical Group offices or practice sites or for
Medical Group and that he/she will observe all Medical Group policies and
procedures including, but not limited to, those relating to charges, office
hours and administrative procedures.
E. The Physician agrees to obtain at least the minimum number of hours of
approved continuing education per year as required for the maintenance of
his/her applicable State license.
V. TERMINATION OF AGREEMENT
A. In the event Medical Group and the Physician mutually agree in writing to
the termination of this Agreement, no damages, payments or other sums will
be owed by one to the other as a result of the termination, unless
otherwise agreed to in writing by both parties.
B. This Agreement may be unilaterally terminated by either Medical Group or
the Physician without cause upon sixty (60) days written notice or by the
terminating party paying an amount equal to two (2) months of Physician's
base salary in lieu of giving the sixty (60) days notice. This payment
shall be considered liquidated damages and not a penalty for, but not
limited to, any and all inconvenience, expenses incurred for credentialing,
licensing, orientation or loss of service or notice which may result.
Medical Group reserves the right and the Physician understands and agrees
Medical Group may unilaterally terminate this Agreement as set forth in
this paragraph if the Physician is or has been repeatedly named in multiple
lawsuits that Medical Group believes, in its absolute and sole discretion,
to be excessive. In addition, if the Physician terminates the Agreement,
the Physician shall repay to Medical Group any vacation time taken but not
yet earned as well as any sums paid by Medical Group for the Physician's
postgraduate training and time. Medical Group will pay the Physician for
any earned but not used vacation time. No other monies are payable in the
event of a unilateral termination.
C. Medical Group may terminate this Agreement for cause by giving one (1)
week's notice or by paying one (1) week's salary in lieu of notice. Notice
of termination, if not personally given, will be presumed received by the
Physician within three (3) days after mailing the notice to the Physician's
residence. For the purpose of this Agreement, "cause" shall include, but
not be limited to, the following:
1. Abuse of a controlled substance.
2. Falsification of the application for employment.
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3. Any physical or emotional disability, including alcoholism, which
prohibits Physician from performing essential job functions
notwithstanding reasonable accommodations.
4. Conviction of a felony.
5. Conviction of a misdemeanor which involves moral turpitude.
6. Professional incompetency.
7. Non-performance of professional and/or administrative duties.
8. Repeated incomplete, inadequate and/or substandard medical
charting.
9. Failure to comply with Medical Group policies and procedures,
including, but not limited to, quality assurance and utilization
review procedures.
10. Unprofessional conduct, as determined by Medical Group.
11. Loss or suspension of the license, certificates or other criteria
required to perform the services set forth in this Agreement.
12. Failure to maintain current clinical or surgical privileges in a
hospital if the privileges are required by Medical Group.
13. Failure to maintain malpractice or general liability insurance,
if required by Medical Group.
A termination "for cause" for a medical disciplinary cause or reason shall
entitle the Physician to request the Medical Group Judicial Review Hearing
Plan, which is incorporated by reference herein. Once the Physician has
requested this hearing, it shall then be the sole remedy for the Physician
and he/she is not entitled to any other hearing or relief on this issue.
D. In the event the Physician requests a hearing under paragraph C. above and
the Medical Group Board of Directors reverses the termination for cause
decision and recommends the Physician not be terminated, the Physician
shall not be terminated.
VI. COVENANT NOT TO COMPETE
A. PROVISION OF MEDICAL CARE. During the term of this Agreement and for a
period of one (1) year following the termination of this Agreement, or if
the Physician ceases to be employed by Medical Group, Physician shall not,
directly or indirectly, practice medicine within a three (3) mile radius of
the Physician's Medical Group office or practice site at which he/she
practiced prior to the termination or leaving the employ of Medical Group.
The parties agree that the duration, area and scope of activities
restricted hereunder are reasonable and necessary to protect Medical
Group's legitimate business interests. In the event that a court or
arbitrator shall determine that this covenant is unenforceable because of
its area, duration or prohibited scope of activities, this covenant shall
be construed, in a manner consistent with applicable law, to provide the
maximum restriction on the post termination/employment activities of
Physician.
B. SOLICITATION. During the term of this Agreement and for a period of one
(1) year following the termination of this Agreement, or if the Physician
ceases to be employed by the Medical Group, Physician shall not solicit any
patient of the Physician's Medical Group office or practice site at which
he/she practiced prior to the termination or leaving the employ of Medical
Group for the purpose of treating such patient at a medical facility which
is within a three (3) mile radius of this office or practice site. The
parties agree that the duration, area and scope of activities restricted
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hereunder are reasonable and necessary to protect Medical Group's
legitimate business interests. The parties further agree if any court or
arbitrator determines that this provision or any portion of this provision
is unenforceable because of the duration, area or scope of activities
restricted hereunder, such court or arbitrator shall have the power to
reduce such duration, area or scope to the maximum allowed by applicable
law and, in its reduced form, such provisions shall then be enforced and
Physician shall abide by such provision as altered.
VII. MISCELLANEOUS COVENANTS
A. This Agreement constitutes the entire Agreement between the parties and
supersedes all prior agreements. No changes in the Agreement will be valid
unless made in writing and signed by both parties.
B. This Agreement shall be binding upon both parties and upon their respective
executors, administrators, successors and assigns.
C. This Agreement shall be governed by and construed in accordance with all
applicable state ("State") and federal laws. "State" is defined to be the
state in which the Physician is practicing on behalf of the Medical Group.
D. Notwithstanding any other provision in this Agreement, this Agreement is
contingent upon the Physician having submitted and Medical Group having
reviewed and found satisfactory, all referencing, credentialing and other
materials required by Medical Group in determining the Physician's
qualifications for employment by Medical Group.
E. Physician agrees to render the services contemplated herein without regard
to race, age, sex, religion, creed, color, national origin, ancestry or
sexual orientation of any patient.
F. The terms of this Agreement and in particular the provisions regarding
compensation, are confidential and shall not be disclosed except as
necessary for the performance of this Agreement or as required by law.
G. If any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to payment
by the other party of reasonable attorneys' fees, costs and necessary
disbursement and expenses in addition to any other relief to which such
party may be entitled.
H. The Physician understands and agrees this is not an exclusive agreement as
to the Medical Group in that Medical Group may contract with others to
serve in the same capacity as the Physician.
I. The waiver by either party of a failure to perform as set forth in this
Agreement shall not act as a waiver of performance for a subsequent breach
of the same or any other provision in this Agreement.
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J. If any provision of this Agreement is deemed to be invalid or unenforceable
by a court of competent jurisdiction or in arbitration, the same shall be
deemed severable from the remainder of this Agreement and shall not cause
the invalidity or unenforceability of the remainder of the Agreement.
K. This Agreement may not be assigned by the Physician without the written
consent of Medical Group.
L. As part of the consideration for Medical Group to enter into this
Agreement, Physician agrees that he/she shall not use, or divulge to
anyone, Medical Group's or Talbert Medical Management Corporation's
proprietary information (including but not limited to copyright, service
marks, trademark rights and interests in the logos, systems, software,
forms, form contracts, policy manuals, marketing public relations materials
and trade secrets). A trade secret means information, including but not
limited to programs, methods, techniques and processes, that has
independent economic value from not being generally known to either the
public or to other persons who can obtain economic value from its
disclosure or use. Examples of Medical Group trade secrets include, but
are not limited to, actual and potential patient lists, compiled
information concerning its patients, key provider agreements, billing
rates, and operations manuals. This paragraph shall not be applicable to
information that is already in the public domain or that has been made
available to the public by Medical Group or Talbert Medical Management
Corporation.
M. The Physician acknowledges the Medical Group will be contracting with third
party payors, insurers and other similar entities in regard to the
provision of medical services to be rendered by the Physician, and that the
Medical Group and such entities will engage in credentialing activities
concerning the Physicians with whom they have contracted. Understanding
this, the Physician hereby authorizes the Medical Group and any third party
payor, insurer or similar entity with whom the Medical Group will contract
for the provision of medical services, to consult with and obtain from, any
and all individuals and organizations who can provide information
concerning the Physician's professional liability coverage and claims,
information on the Physician's professional competence, ability to perform
services and procedures, character, ethical qualifications and ability to
work cooperatively with others, and the Physician releases from liability
those individuals and organizations who have provided and used this
information.
N. Physician understands some payors and entities with whom Medical Group will
contract require proof of a signed contract between Medical Group and
Physician. Therefore, Physician agrees Medical Group may provide a copy of
this Agreement's signature page to such payors and other entities as proof
of its contractual relationship with Physician.
O. The Physician's failure to execute this Agreement within seven (7) days
after receipt renders the offer of employment by Medical Group void and
non-binding upon Medical Group.
This Agreement shall not be binding until executed by a person authorized to do
so by Medical Group and an executed copy thereof is delivered to the Physician.
PRESIDENT
PHYSICIAN MEDICAL GROUP
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BY: BY:
-------------------------------- --------------------------------
DATE: DATE:
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ADDENDUM TO
TALBERT MEDICAL GROUP, INC.
PHYSICIAN EMPLOYMENT AGREEMENT
This Addendum is to the above referenced Agreement dated ______________, 19__,
between Talbert Medical Group, Inc. and Physician.
If the Physician is a specialist and does not have Medical
Group assigned patients and must have practice sites in
close proximity to hospitals (as determined by the Medical
Group), Section VI. Covenant Not to Compete, shall not be
enforced. Should the Physician cease practicing as a
specialist or if the Medical Group determines the
Physician's practice site requirements have changed, Section
VI. shall then be enforced.
PHYSICIAN: PRESIDENT:
MEDICAL GROUP:
_________________________________ ___________________________________
Name (Please Print) Name (Please Print)
_________________________________ ___________________________________
Signature Signature
ADDENDUM TO
TALBERT MEDICAL GROUP, INC.
PHYSICIAN EMPLOYMENT AGREEMENT
This Addendum is to the above referenced Agreement dated ______________, 19__,
between Talbert Medical Group, Inc. and Physician.
For the Physician who is practicing at the Parkway, Davis or
Ogden Medical Group Center at the time of his/her ceasing to
be employed by the Medical Group or at the time of the
termination of this Agreement, the following modification
shall apply:
In Section VI. Covenant Not To Compete, Paragraphs
A. PROVISION OF MEDICAL CARE and B. SOLICITATION
are modified by deleting the word "three" and the
number "3" in the first sentence in each Paragraph
and replacing them with the word "two" and number
"2", respectively.
PHYSICIAN: PRESIDENT:
MEDICAL GROUP:
_________________________________ ___________________________________
Name (Please Print) Name (Please Print)
_________________________________ ___________________________________
Signature Signature