A non-disclosure agreement is a legally binding contract between two or more persons, in which a person or business promises to treat specific information as a trade secret and not disclose it to others without proper authorization. A non-disclosure agreement is also known as a confidentiality agreement, confidential disclosure agreement, proprietary information agreement, or secrecy agreement.
A covenant not to compete refers to an agreement to ensure that an employee will not compete against an employer or former employer. By this an employee agrees not to pursue a similar profession or trade in competition against the employer. Restrictions to prevent competition by a former employee are held valid when they are reasonable and necessary to protect the interests of the employer. Courts will closely examine covenants not to compete signed by individuals in order to make sure that they are not unreasonable as to time or geographical area. Courts may also look to public welfare. An agreement between a doctor and a clinic that if the doctor leaves the employ of the clinic, he will not practice within the city in which the clinic is located for the next five years may be held to be invalid if the city needed more than one doctor (assuming there was just one).
A limited liability company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. There is no tax on the LLC entity itself. The members are not personally liable for the debts and obligations of the entity like partners would be. Basically, an LLC combines the tax advantages of a partnership with the limited liability feature of a corporation.
An LLC is formed by filing articles of organization with the secretary of state in the same type manner that articles of incorporation are filed. The articles must contain the name, purpose, duration, registered agent, and principle office of the LLC. The name of the LLC must contain the words limited liability company or LLC. An LLC is a separate legal entity like a corporation.
A Professional Limited Liability Company (PLLC or P.L.L.C.) is a limited liability company organized for the purpose of providing professional services.
New York Employment Agreement between Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete is a legally binding document that outlines the terms and conditions of employment between a physician and a professional limited liability company (LLC). This agreement is designed to protect the interests of both parties and ensure a mutually beneficial working relationship. The New York Employment Agreement between Physician and Professional Limited Liability Company typically includes the following sections: 1. Introduction: This section provides a brief overview of the agreement, identifies the parties involved, and their respective roles and responsibilities. 2. Term of Employment: This section outlines the duration of the employment and may include provisions for renewal or termination. 3. Duties and Responsibilities: The agreement clearly defines the physician's roles, responsibilities, and professional obligations within the LLC. It may also outline expectations regarding work hours, on-call duties, and any specific medical specialties to be practiced. 4. Compensation and Benefits: This section details the physician's compensation package, including salary, bonuses, incentives, and benefits such as health insurance, retirement plans, and vacation days. 5. Confidentiality and Nondisclosure: The agreement includes a nondisclosure agreement (NDA) that prohibits the physician from disclosing any confidential, proprietary, or trade secret information obtained during their employment. This clause ensures that sensitive patient information, business strategies, and intellectual property are protected. 6. Covenant not to Compete: This clause restricts the physician from directly or indirectly competing with the LLC during the employment term and for a specified period after termination. It aims to prevent the physician from opening a competing practice or working for a competitor in the same geographic area. 7. Termination: This section outlines the conditions and procedures for terminating the employment agreement, including any notice periods, grounds for termination, and severance provisions. 8. Dispute Resolution: The agreement may include provisions for resolving any disputes that may arise, such as arbitration or mediation, rather than resorting to litigation. There may be variations of the New York Employment Agreement between Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete, depending on factors such as the specific medical field, the type of LLC, and the negotiation between both parties. Additional clauses or provisions may be included to address unique circumstances or requirements. Common variations of this agreement may include the New York Employment Agreement between Physician and Professional Limited Liability Company with Student Loan Repayment Agreement, or agreements tailored for specific specialties such as "New York Employment Agreement between Physician and Professional Limited Liability Company with Non-Compete in Dermatology Practice" or "New York Employment Agreement between Physician and Professional Limited Liability Company with Non-Compete in Pediatrics Practice." It is important for both parties to carefully review and understand the terms and conditions outlined in this agreement before signing it, as it serves as a legally binding contract that governs their employment relationship. Consultation with legal professionals experienced in healthcare law is recommended to ensure compliance with New York state laws and regulations.
