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(Employee Of Professional Corporation)
1. Introduction. Agreement made on [Date] between [Name], hereinafter referred to as "Employee", residing at [address], and [professional corporation], hereinafter referred to as "Employer", with place of business at [address], incorporated in [state].
2. Employee's Professional Qualifications. Employee is duly authorized and licensed to practice [i.e., medicine, law] in [state].
3. Employer. Employer hires Employee to perform the following services:
[description], and Employee accepts the employment.
4. Scope of Employment.
a. Employer's Supervision. Employer will determine what services Employee will perform and which clients he will service. Employer's Board of Directors will supervise the performance of Employee's duties.
b. Exclusive Service. Employee shall provide full-time professional service to Employer. However, the rendition of the following services to third parties by Employee shall not be deemed a breach of this Agreement: [description].
5. Election to Board or as Officer. Employee will serve as a director or officer of Employer if elected to such office. This service will be without additional compensation.
a. Salary. Employee will receive ........ dollars ($........) per calendar year, payable in [number] installments, on the [number] day of every month [or, every other month]. This provision may be changed by mutual agreement of Employer and Employee at any time.
b. Additional Payments. Employer will pay Employee a bonus of ........ percent (........%) of his salary no later than the [number] day of [month] of every year for the duration of the employment. Employer will provide Employee with the following additional benefits:
c. Additional Fees. Any additional fees that Employee shall receive as a result of Employee's services shall belong to Employer and shall be paid over by Employee to Corporation.
7. Files. Any records, files, etc., involved in Employee's practice are the property of Employer and shall remain so if the employment should be terminated.
8. Payment of Additional Expenses. Employer shall pay Employee's professional license fees, dues to professional societies, expenses for continuing education, travel expenses to attend professional conventions, as well as [enumerate], provided Employee furnishes Employer with the necessary documentation to substantiate these expenses.
9. Malpractice Insurance. Employer shall pay for and maintain adequate professional liability insurance coverage to insure Employee in relation to acts or omissions within the scope of the employment.
10. Facilities. Employer will provide Employee with office facilities, supplies, and support personnel necessary for the performance of Employee's duties within the scope of the employment under this Agreement.
11. Illness, Disability, and Death.
a. Illness. Employee is entitled to [number] sick days per year, for each calendar year of the employment. This benefit may not be carried over from year to year.
b. Disability. Should Employee become disabled and as a result be unable to perform his professional services for Employer under this Agreement, Employee shall receive the following compensation: ........ dollars ($........) for [number] months commencing with the first day of such disability.
c. Death. Should Employee die during the term of this Agreement, Employer will pay ........ dollars ($........) to Employee's spouse within [number] days of Employee's death. If Employee has no surviving spouse or is unmarried, this payment shall be made to his estate.
12. Term. Employee's employment will begin on [date]. It will terminate upon the occurrence of any of the following events:
(a) Employee's death;
(b) the loss of Employee's license to practice [i.e., medicine, law];
(c) mutual agreement of Employee and Employer;
(d) disability of Employee that continues for more than [number] consecutive months.
a. Assignment and Delegation. Employee may neither assign his rights nor delegate his duties under this Agreement.
b. Amendment. This Agreement may not be amended except by a writing signed by Employer and Employee.
14. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
15. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise,
(a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and
(b) the word including means including without limitation.
16. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
17. Headings. The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof.
18. Severance. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.
19. Entire Agreement. This Agreement including any attachments is the entire agreement between the parties and there are no other promises or conditions in any other written agreement.
20. This Agreement supersedes any prior oral agreements between the parties.
21. Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.
22. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
23. Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.
24. Applicable Law. This Agreement shall be governed by the laws of the State of [State].
25. Time of The Essence. Time is the essence of this agreement.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at [City], [State].
Name of Employer
Name of Employee
*** If Required By State Law ***
This Section for Notary:
STATE OF -------)
) ss: [Date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]