Employment Agreement— Straight Employment

Employment Agreement—Straight Employment – Page 1 www.NBAC.com

The following sample agreement is provided only as an example. It is intended for familiarizing parties who are

considering entering into such arrangement. However, this sample should not be used without the services of

an attorney. The law varies from jurisdiction to jurisdiction and parts of this agreement may be invalid,

incomplete or unenforceable depending upon the jurisdiction in question.

Employment Agreement—

Straight Employment

This Agreement is made and entered into this _____ day of _______, 201_,

by and between ___________________ (hereinafter “Employee”), and

_________________, D.C., (hereinafter “Employer”).

WHEREAS, __________ Corporation



is duly organized and licensed to

practice chiropractic in the state of (State) as a Professional Corporation and is

presently engaged in the practice of chiropractic in (City), (State), and

WHEREAS, Employee has requested that Employer employ him or her as a

chiropractor, and

WHEREAS, Employer does need the services of chiropractor, and is willing to

hire Employee in order to provide Employee with training and employment, and

NOW, THEREFORE, the parties agree as follows:

(The first several paragraphs are used to state when the agreement is

entered into and by whom. It stipulates the simple qualifications of each

party and in the last section lays out a primary point of protection in the

event the covenant not to complete is violated. Enforcement of a

covenant not to compete can often times prove difficult to enforce.

However, the agreement states that the associate is needed and the

Employer is willing to provide training and employment.)

1. Employment. Employer hereby employs Employee and Employee hereby

accepts employment from Employer during the term set forth below, upon

the terms and conditions set forth herein. (It is important to note that the

Employee is accepting employment based upon the terms and conditions

which are stated in the contract.)



For the purpose of this example, a corporation is referenced. However, the same concepts generally will

apply to other practice legal structures, as well.

Employment Agreement—Straight Employment – Page 2 www.NBAC.com

2. Term. The term of this Agreement shall commence on a date designated by

Employee, which date shall be (Date Employment Begins). The Employment

Agreement shall continue until the last day of the twelfth (12th) month

following the month in which Employee commences employment, unless

sooner terminated by the parties as provided herein.

(A set duration for the agreement can establish the specific expectations for

the parties. However, from a practical standpoint, the Employer is bound by

the length of the contract but the Employee may not be. There is little relief

available to an Employer if the Employee resigns before the expiration of the

term of employment as set forth in the contract. For that reason, the

Employer may consider an “at will” contract term. The agreement is still

controlling to establish the terms of the employment so long as it continues,

but leaves both parties free to terminate the relationship at any time. The

Employer might also consider stating the renewal terms in this section

instead of in Section 9.)

3. Compensation. Compensation shall be at the annual rate of $(Amount of

Compensation). Uncollected amounts due to bad debt shall not be deducted

from compensation. Each party mutually agrees that Employer shall own all

of the accounts receivable generated during the term of this agreement.

(The sample is currently drafted as an annual salary. Other compensation

possibilities that could be spelled out in the agreement include bonuses, or

compensation based on a revenue sharing or production unit basis.)

4. Duties. Employee shall engage in the practice of chiropractic at Employer’s

office or offices in (City), (State). Employee shall conduct herself in a

manner consistent with all ethical requirements of professionals in his or her

capacity in the state of (State), and in a manner consistent with the conduct

acceptable for chiropractors in said locale.

5. Expenses and Facilities. Employer shall provide Employee with professional

liability insurance coverage with limits of at least $____/$____ (e.g.,

$1 million/$3 million, at the expense of Employer. Employer shall pay all

professional dues and license fees applicable to Employee. Employer shall

pay continuing education expenses including course books, tuition, and

over-night lodging in any calendar year. Employee shall be entitled to

participate in Employer’s retirement plan as outlined in the “Summary Plan

Description.” Employer shall also provide Employee with office facilities

including all equipment and instruments necessary to conduct Employee’s

chiropractic practice, an office space for Employee, and the services of a

chiropractic assistant together with such supplies, including uniforms, and

Employment Agreement—Straight Employment – Page 3 www.NBAC.com

other facilities as are reasonably necessary for the efficient conduct of the

practice of chiropractic by Employee. Personal office furnishings shall be

provided by Employer.

(This section is covering some options of benefits for the Employee. These

benefits will vary in each practice but certain benefits may require your

participation. We would recommend that what is offered should compete

with your local market. If you have a retirement plan in place, you must be

very careful not to violate the terms of the plan. Prior to bringing in an

associate this subject needs to be discussed with the plan’s administrator.

An average office’s offering would include professional liability, continuing

education in the annual range of $250 to $500, supplies and uniforms.)

6. Reimbursement. Employer shall pay or reimburse Employee for all

reasonable expenses incurred by him or her on behalf of Employer at

Employer’s request. Reimbursement shall be made only for expenses

approved in advance by Employer and upon presentation by Employee to

Employer of itemized statements or receipts in a form satisfactory to

Employer. Expenses incurred by Employee to maintain an office in his or her

home, attend conventions, and maintain membership in chiropractic

societies shall all be considered expenses of the Employee.

7. Vacations. Employee may absent herself for personal or vacation time of not

more than __ days during any calendar year.

(Employers have several different options to deal with time off. They may

allocate specific number of days to vacation time, sick time, personal time,

or holiday time. Other employers use paid time off (PTO) as one identifier

for all time off during the year with no difference between vacation, sick,

and personal time.)

8. Hours of Practice. The parties agree that Employee shall be scheduled for

regular office hours as mutually agreed by the parties in a (full/part)-time

capacity. By (full/part)-time capacity, the parties agree that Employee shall

be scheduled for work at least (Number of Hours) (__) hours in any given

week unless Employee uses (vacation/sick/PTO) time off as set forth above.

(The point to consider in this section is that when bringing in any Employee

that Employee qualifies for most benefits if working 1,000 hours or more per

year. Some offices may be looking for the Employee/Associate to provide

“over-load” assistance and may need the Employee fewer than 20 hours per

week. It is assumed, however, most would be looking for “full-time”

Employment Agreement—Straight Employment – Page 4 www.NBAC.com

assistance. It is with these employees additional risk may occur.)

9. Termination of Employment. This Agreement may be terminated by the

parties under any of the following events:

A) Immediately in the event Employee shall be guilty of fraud, dishonesty or

any other act of gross misconduct in the performance of Employee’s

duties, which involves moral turpitude.

B) Immediately upon Employee being in breach of any provision of this

Agreement after having fifteen (15) days’ notice from Employer of such

breach and the opportunity to cure.

C) Upon notice from the Employer in the event Employee shall become

totally disabled for a period of ninety (90) days or more, which prevents

Employee from performing the substantial duties of his or her

employment.

D) Upon the mutual agreement of the parties.

E) Upon any date following the completion of the one-year term set forth

under this Agreement provided, however, that the party desiring to

terminate said Agreement shall give at least ninety (90) days written

notice to the other party of their intent to terminate the Agreement upon

a date following completion of said one-year term. In the absence of such

notice, such Agreement shall continue following the expiration of said

term until terminated as provided under this paragraph 9.

F) Upon the death of Employee.

G) Upon either party giving thirty (30) days written notice of intent to

terminate during the first six (6) months of this Agreement, which shall

be effective without cause.

10. Covenant Not to Compete. Following the completion of the initial six

months of employment and during the remaining term of this association

and for a period of one (1) year after termination of the association,

Employee shall not, without the prior written consent of Employer, engage

in or in any manner be connected or concerned directly or indirectly,

whether as an officer, director, stockholder, partner, owner, employee or

otherwise, with the operation, management or conduct of any practice of

chiropractic within a (Number of Miles) (__) mile radius of (Community

Practice Located), (State), other than as an Employee of Employer

pursuant to this Agreement.

The parties agree that this covenant is reasonable and necessary to

protect the interests of Employer hereunder in retaining the patients of

Employer’s offices. In the event Employee directly or indirectly violates

any of the provisions of this covenant, the parties agree that the

Employment Agreement—Straight Employment – Page 5 www.NBAC.com

Employer will not have an adequate remedy of law and that injunctive

relief shall be available to Employer to restrain any further breach, in

addition to any other remedies at law.

The parties further agree that in the event of any breach, the amount of

damages which would be sustained would be difficult to ascertain and the

parties hereby agree that Employer shall be entitled to obtain liquidated

damages, and not as a penalty, an amount equal to the salary and fringe

benefits paid or provided by Employer to Employee during the previous

one hundred eighty (180) days. In addition, he or she shall be responsible

for the payment of all of the Employer’s expenses, including reasonable

attorney’s fees, incurred in the enforcement of such covenants.

(The enforceability of covenants will vary, and it is difficult, if not

impossible, to say what works in one location will work in another. You

will need to discuss this with your attorney who may have had

experiences in this area of contract law. For instance, the mile radius used

will vary. In smaller communities it is not unusual to see radius distances

discussed in the 20, 30 and even 50 mile range. In larger urban areas the

distance discussed might be in the one to five mile range. And, then again

some areas won’t recognize any distance range at all. The same applies to

the liquidated damages provision. Some states will enforce them; some

states will not. Covenants not to compete can be difficult to enforce, are

fact specific, and can vary from case to case and state to state. One

alternative that may be more enforceable is to establish a “contract”

where the new doctor agrees to pay $x to the established doctor if he/she

opens up within a certain radius. Be sure to consult your attorney for an

option that works for your practice in your practice location.)

11. Records. Upon the termination of this Agreement, Employee shall not be

entitled to keep or preserve records or charts of Employer as to any

patient unless said patient shall specifically request a different disposition

of his records, and in no event shall Employee be entitled to the records

of patients not treated by him or her. Copies of the records of patients

treated by Employee will be made available to Employee for the defense

of any claims against Employee after termination of this Agreement.

(The records are always retained by the practice. As it states, copies of

the records of the patient’s treatment by the Employee can be made

available for defense of potential claims, but original records are always

kept by the Employer.)

Employment Agreement—Straight Employment – Page 6 www.NBAC.com

12. Attorneys’ Fees. In the event of a breach of this Agreement by any party,

the prevailing party shall be entitled to recover its attorney’s fees and

other costs incurred in any enforcement or litigation incurred as a result

of a breach or alleged breach of the Agreement.

13. Notices. Any notice required or permitted to be given under this

Agreement shall be sufficient, if in writing, and given to the party at their

last known address or such other address as is specified in this

Agreement, or by such party in writing from time to time.

14. Governing Law. This Agreement shall be governed by the laws of the

State of (State) and enforced in (County) County.

(It is important to note where the agreement will be enforced, which

should be the state in which the employment occurs.)

15. Severability. If any provision of the Agreement is held invalid by any

tribunal in a final decision from which no appeal is or can be taken, such

provision shall be deemed modified to eliminate the invalid element, and,

as so modified, such provision shall be deemed a part of this agreement.

If it is not possible to modify any such provision to eliminate the invalid

element, such provision shall be deemed eliminated from this Agreement.

The invalidity of any provision of this Agreement shall not affect the force

and effect of the remaining provisions.

(This paragraph is also important as it states if a provision is modified or

eliminated, the invalidity and elimination does not affect the remaining

provisions. This is an important section and must be included in all

agreements.)

16. Forum Selection and Jury Waiver. Employer and Employee agree that any

dispute arising under or related to this Agreement shall be litigated in a

state or federal court in ____________ [county and state of practice].

The parties agree to waive the right to transfer venue of this action to any

other jurisdiction. EMPLOYER AND EMPLOYEE WAIVE ANY RIGHT TO

A TRIAL BY JURY FOR ANY CLAIMS ARISING UNDER OR RELATED

TO THIS AGREEMENT.

(A jury trial waiver can be an effective tool for the Employer. Juries may

feel sympathetic to employees in these types of disputes, so keeping the

decision in the hands of the judge can be important for an Employer.)

Employment Agreement—Straight Employment – Page 7 www.NBAC.com

IN WITNESS WHEREOF, the parties have entered into this Agreement on the

year and date first above written.

________________________ _____________________, D.C.

Employee Owner