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.
A Guam Employment Agreement is a legally binding contract between a physician and a Professional Limited Liability Company (LLC) that outlines the terms and conditions of their employment relationship. This document also includes a Nondisclosure Agreement (NDA) and a Covenant not to Compete clause to protect the interests of both parties. Here is a detailed description of the components of this agreement: 1. Introduction and Parties Involved: — Begin the document by stating that it is an Employment Agreement between a physician and a Professional Limited Liability Company based in Guam. — Clearly mention the full legal names and addresses of both the physician and the LLC to identify the parties involved. 2. Term of Employment: — This section defines the duration of the employment relationship. It specifies whether it is an indefinite or fixed-term agreement. — If it is a fixed-term agreement, include the exact start and end dates of the employment. 3. Duties and Responsibilities: — This section outlines the specific duties and responsibilities of the physician, which may include patient care, medical record keeping, attending meetings, and participating in professional development activities. — Include any performance expectations or standards that the physician must meet and maintain. 4. Compensation and Benefits: — Clearly state the physician's compensation structure, whether it is a salary, hourly rate, or a combination. — Detail any bonus structures, incentives, or profit-sharing arrangements. — List the benefits provided by thLLCLC, such as health insurance, retirement plans, vacation leave, and professional development opportunities. 5. Terms of Termination: — Describe the circumstances under which either party may terminate the agreement, including resignation, termination for cause, or non-renewal of a fixed-term agreement. — Include any notice periods required for termination by either party. — Specify any financial consequences or obligations that may arise upon termination. 6. Confidentiality and Nondisclosure: — Include a separate Nondisclosure Agreement (NDA) as an appendix to the employment agreement. — This section ensures that any confidential information, trade secrets, patient records, or proprietary information obtained during the employment period remains confidential after termination. — Outline the consequences of breaching the NDA, including potential legal action and damages. 7. Covenant not to Compete: — Explain the restrictions on the physician's ability to compete with the LLC during or after the employment period. — Specify the geographic area and duration of the non-compete clause. — Detail any exceptions, such as practicing at specific locations or with certain medical groups. Different Types of Guam Employment Agreement between Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete: — Full-time Employment Agreement: This agreement is for physicians who will work exclusively for the LLC on a full-time basis, typically for a fixed number of hours per week. — Part-time or LocuTeensns Agreement: This agreement is for physicians who will work on a part-time or temporary basis, covering the needs of the LLC during absences or high patient volumes. — Independent Contractor Agreement: In this type of agreement, the physician is not an employee but rather an independent contractor. The terms and conditions, including non-compete and confidentiality clauses, may differ from a traditional employment agreement. It is crucial to seek legal advice when drafting or entering into a Guam Employment Agreement to ensure compliance with relevant laws and regulations.
