EMPLOYMENT CONTRACT

PROFESSIONAL LIMITED LIABILITY COMPANY (PLLC) EMPLOYMENT CONTRACT

This Employment Contract (“Contract”) is entered into between the Professional Limited Liability Company (PLLC) whose address is at [address] in the State of Florida, hereinafter referred to as the “PLLC,” and the employee, [name of employee], hereinafter referred to as the “Treating Chiropractor (TC)”.

RECITALS

WHEREAS, Professional Limited Liability Company (PLLC) is a duly registered and existing entity under the laws of the State of Florida, engaged in the business of providing medical treatment to Federal employees of the United States government, specifically Office of Workers’ Compensation Programs (OWCP) patients;

WHEREAS, Devang Padalia MD, a licensed medical doctor, and Mayur Reshamwala DC, a licensed chiropractor, are the Medical Director and Chiropractic Director, respectively, of the PLLC, and both are partners and co-owners of the PLLC;

WHEREAS, the PLLC desires to employ a Treating Chiropractor (TC) to provide chiropractic care and related services to OWCP patients under the direction and supervision of the Medical and Chiropractic Directors;

WHEREAS, the TC is duly licensed as a chiropractor in the State of Florida and possesses the necessary qualifications, skills, and expertise to perform the duties required by the PLLC;

WHEREAS, the PLLC and the TC (collectively referred to as the “Parties”) desire to enter into an employment contract that outlines the terms and conditions of the TC’s employment with the PLLC;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

  1. Parties
    • The PLLC, a Professional Limited Liability Company duly registered and existing under the laws of the State of Florida, with its principal place of business at [PLLC Address].
    • The Treating Chiropractor (TC), an individual licensed to practice chiropractic care in the State of Florida, with their primary office located at [TC Office Address].
  2. Nature of Business
    • The PLLC engages in the business of providing medical treatment to Federal employees of the United States government, specifically OWCP patients.
    • The TC is employed by the PLLC to provide chiropractic care and related services to OWCP patients.
  3. Responsibilities of the PLLC’s Medical and Chiropractic Directors
    • The Medical and Chiropractic Directors (hereinafter collectively referred to as the “Directors”) shall jointly and severally assume the following responsibilities:
      • Provide support and medical direction for the treatment of all patients within the PLLC.
      • Offer guidance and expertise on medical care processes, note-taking, billing, and documentation.
      • Introduce the TC to the federal worker compensation system, ensuring adherence to applicable rules and regulations.
      • Supervise the TC’s activities, including patient care, treatment modalities, and adherence to protocols.
      • Provide necessary training and mentorship to the TC to enhance their marketing skills and facilitate the growth of the patient base.
  1. Responsibilities of the Treating Chiropractor (TC)
    • The TC shall assume the following responsibilities:
      • Provide and maintain a dedicated treatment space within the PLLC’s premises, equipped with all necessary treatment modalities as determined by the Directors.
      • Personally, treat or supervise the treatment of all assigned patients, ensuring the delivery of high-quality chiropractic care.
      • Comply with all legal guidelines, statutes, and regulations governing the treatment of Federal workers, including but not limited to OWCP patients.
      • Adhere to all rules, protocols, and policies outlined in this contract, as established by the PLLC and communicated by the Directors.
      • The TC shall maintain all necessary licenses, including a current chiropractic license, malpractice insurance, and workers’ compensation insurance, with policy limits of no less than $100,000 per occurrence and $300,000 aggregate for malpractice coverage
  1. Non-Compete and Non-Solicitation
    • Non-Compete Agreement:
      • The TC agrees to a non-compete provision, which prohibits them from engaging in any chiropractic or related services within a 100-mile radius of their office or any other location where the PLLC operates for a period of 5 years following the termination of this contract.
      • The TC further agrees that, during the non-compete period, they and their immediate family members will not work for, consult with, or own any business that treats OWCP patients. Any violation of this clause will result in financial liability as determined by a court of competent jurisdiction.
    • Non-Solicitation Agreement:
      • The TC agrees to a non-solicitation provision, which prohibits them from directly or indirectly soliciting any patients belonging to the PLLC. This includes but is not limited to soliciting referral sources, including current OWCP workers, lawyers, or any other individuals or entities associated with the PLLC.
      • The TC acknowledges that any breach of the non-solicitation agreement will be considered a material violation of this contract and may result in legal action and financial liability.
  1. Confidentiality and Proprietary Information
    • The TC acknowledges that during the course of their employment, they may have access to confidential and proprietary information related to the PLLC’s business operations, patient records, treatment methods, marketing strategies, financial information, and other trade secrets (“Confidential Information”).
    • The TC agrees to maintain strict confidentiality and shall not disclose, use, or exploit any Confidential Information for their personal or professional benefit, nor share such information with any third party, except as required by law or with prior written consent from the PLLC.
    • The TC acknowledges that all knowledge gained while treating OWCP patients within the scope of their employment is considered proprietary to the PLLC. Therefore, the TC shall not use or disclose such information to anyone, including for their personal gain or for the benefit of any competing business or entity.
    • Upon termination or expiration of this contract, the TC shall promptly return to the PLLC any documents, records, or materials containing Confidential Information, including any copies or reproductions thereof.
  2. Termination
    • The Directors reserve the right to terminate this contract with a 30-day notice, with or without cause.
    • The TC agrees to provide a minimum of six (6) months’ written notice in the event they wish to terminate this contract.
    • In the event of termination, regardless of the party initiating the termination, the TC shall continue to provide necessary care and treatment to patients under their care for the duration of the notice period, ensuring an orderly transition of patient care to a designated successor as directed by the PLLC.
  3. Ownership of Records and Assets
    • All patient records, including medical charts, treatment notes, diagnostic reports, and any other related documentation, created or obtained by the TC in the course of their employment, shall be the exclusive property of the PLLC.
    • The TC shall promptly deliver all patient records to the PLLC upon termination or expiration of this contract, and shall not retain any copies or duplicates thereof.
  4. Equipment and Compliance
    • The TC agrees to utilize and maintain all equipment, including treatment modalities and electronic medical record (EMR) systems, as recommended and instructed by the Directors.
    • The TC shall comply with all federal, state, and local laws, regulations, and guidelines governing the use, maintenance, and sterilization of equipment, as well as the privacy and security of patient information in accordance with applicable HIPAA regulations.
  5. Financial Compensation
    • The TC’s compensation shall be based on a profit-sharing model. Once the PLLC account reaches a net profit of $20,000, the TC will become eligible to receive a quarterly salary of $5,000.
    • The TC’s compensation shall not exceed 50% of the net profits of the PLLC. Prior to distributing net profits, the PLLC shall deduct costs such as billing fees (not exceeding 8% of revenue), EMR expenses (not exceeding $150 per person), and administrative/marketing costs (not exceeding 4% of revenue).
  6. Authority and Decision-Making
    • Ultimate Authority: The Directors shall have the exclusive and ultimate authority to make all business, financial, and patient-related decisions and assume full responsibility for the operations of the PLLC.
    • Decision-Making Power: The Directors shall exercise their authority in a manner consistent with applicable laws, regulations, and ethical standards, with the primary objective of promoting the success and growth of the PLLC.
    • Scope of Decision-Making: The Directors’ decision-making power encompasses but is not limited to matters such as strategic planning, financial management, budgeting, resource allocation, marketing initiatives, patient care protocols, and staffing decisions.
    • Director Consensus: In the event that there are multiple Directors, decisions shall be made by consensus, with each Director having an equal voice in the decision-making process.
    • Binding Effect: Once a decision is made by the Directors, it shall be binding on all employees, including the TC, and shall be implemented promptly and effectively.
    • Director Accountability: The Directors shall exercise their decision-making authority in a responsible and accountable manner, taking into consideration the best interests of the PLLC, its employees, and the patients it serves.
    • Reporting and Communication: The Directors shall keep the TC informed about significant decisions and changes that may impact the TC’s role or responsibilities, ensuring open and transparent communication channels.
    • Good Faith Reliance: The TC agrees to act in good faith and diligently execute the decisions made by the Directors, recognizing their expertise and commitment to the success of the PLLC.
  7. Non-Disparagement
    • Mutual Agreement: Both parties mutually agree not to engage in any negative, defamatory, or disparaging conduct towards each other, whether through verbal statements, written communications, or any other means, to any individual or entity.
    • Preservation of Reputation: The parties acknowledge that maintaining a positive and professional reputation is essential for the success of the PLLC and the professional standing of each party.
    • Confidentiality: The non-disparagement obligation extends to discussions or disclosures made in private settings, public forums, social media platforms, or any other context where the statements could harm the reputation, goodwill, or interests of the other party.
    • Exceptions: This non-disparagement obligation shall not prohibit either party from providing truthful information in response to legal or regulatory obligations, as required by law enforcement agencies, or in the context of bona fide legal proceedings.
    • Remedy for Breach: In the event of a breach of this non-disparagement clause by either party, the non-breaching party shall be entitled to seek injunctive relief and/or pursue any other legal remedies available to protect their reputation and interests.
    • Mutual Cooperation: Both parties shall make reasonable efforts to resolve any disputes or disagreements that may arise between them in a respectful and professional manner, without resorting to negative or disparaging conduct.
    • Survival of Clause: This non-disparagement clause shall survive the termination or expiration of this employment contract and continue to be binding on the parties indefinitely.
    • No Waiver: The failure of either party to enforce this non-disparagement clause on any occasion shall not be deemed as a waiver of their rights to enforce it in the future.
  8. Miscellaneous
    • Partnership and Ownership Restrictions: The TC shall not enter into any partnerships or ownership agreements with any individual or entity without obtaining the prior consent and approval of the Directors. Any unauthorized partnership or ownership arrangement shall be considered a material breach of this contract.
    • Prohibition on Post-Termination Referral Contact: Any and all referrals, whether from medical providers or agencies, obtained through FITCA or any other source, are strictly prohibited from further contact after the termination or expiration of this contract, unless otherwise agreed upon in writing by the Directors.
    • Advertising Approval and Guidance: Any advertising materials or products intended for distribution must be approved in writing by the Directors prior to production and dissemination. The TC shall not engage in any advertising or promotional activities without the explicit consent and guidance of the Directors.
    • Entire Agreement: This Contract constitutes the entire agreement between the PLLC and the TC, superseding all prior agreements, understandings, or representations, whether written or verbal, relating to the employment of the TC by the PLLC.
    • Severability: If any provision of this Contract is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified or interpreted to the extent necessary to make it valid, legal, and enforceable. If such modification or interpretation is not possible, the invalid, illegal, or unenforceable provision shall be severed from this Contract, and the remaining provisions shall remain in full force and effect.
    • Governing Law and Jurisdiction: This Contract shall be governed by and construed in accordance with the laws of the State of Florida. Any disputes arising under or in connection with this Contract shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Florida.
    • Dispute Resolution: In case of any dispute, parties will make efforts to resolve disputes through negotiation. If negotiation fails, Parties agree to pursue mediation. If mediation fails to reach a resolution, disputes will be settled through arbitration. The arbitration decision will be final and binding.
    • Execution: This Contract shall become effective as of the date first written above. Each party has executed this Contract as indicated below.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

/s/_____________________________

XXXX- Medical Director

[Date]

/s/_____________________________

XXXXX

[Signature of Treating Chiropractor]

[Date]

/s/_____________________________

Treating Chiropractor (TC)

[Printed Name of Treating Chiropractor]

[Date] Treating Chiropractor (TC)

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