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 Pennsylvania Employment Agreement between a Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete establishes an agreement between a physician and a professional limited liability company (LLC) in Pennsylvania. This legally binding document outlines the terms and conditions of the employment relationship, including confidentiality obligations and restrictions on the physician's ability to compete with the company. The agreement typically begins with an introduction that states the names of the physician and the LLC, their respective addresses, and the effective date of the agreement. It also establishes the purpose of the agreement, which is to define the terms of the physician's employment with the LLC. 1. Elements of the Agreement: A. Employment Terms: This section outlines the terms of the physician's employment, including their specific role and responsibilities within the LLC. It also covers aspects such as compensation, benefits, working hours, vacation time, and any other relevant terms of employment. B. Non-Disclosure Agreement: A crucial component of the agreement, the nondisclosure agreement ensures that the physician will maintain strict confidentiality regarding any proprietary or confidential information they may come across during the course of their employment. This includes patient information, trade secrets, business strategies, and other sensitive data. C. Covenant not to Compete: This section restricts the physician's ability to compete with the LLC during their employment and for a specified period after the termination of the agreement. It may include geographical limitations, duration, and details regarding potential monetary repercussions for breaching the covenant. D. Termination: This segment explains the conditions under which either party may terminate the agreement, such as breaches of the terms, mutual agreement, or termination for cause. It outlines the notice period required for termination and any potential consequences for early termination. E. Governing Law: The agreement establishes that all disputes arising from the employment relationship will be governed by the laws of Pennsylvania and designates the appropriate jurisdiction for resolving disputes. 2. Types of Pennsylvania Employment Agreements: A. Full-Time Employment Agreement: This agreement outlines the terms and conditions for a physician's full-time employment with the professional limited liability company and covers all the aforementioned sections in detail. B. Part-Time Employment Agreement: This type of agreement is similar to the full-time employment agreement but caters to physicians who work on a part-time basis. It may include specific provisions regarding working hours, compensation, and benefits with consideration for reduced working hours. C. Independent Contractor Agreement: In this alternative agreement, the physician is treated as an independent contractor rather than an employee. It outlines the terms and conditions for the independent contractor relationship, including compensation structure, duration of services, and compliance with IRS regulations. In summary, a Pennsylvania Employment Agreement between a Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete sets forth the terms and conditions of a physician's employment with a professional limited liability company in Pennsylvania, including confidentiality obligations and restrictions on competition.
