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.
South Dakota Employment Agreement between Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete Introduction: A South Dakota Employment Agreement between a Physician and a Professional Limited Liability Company (LLC) with a Nondisclosure Agreement and Covenant not to Compete serves as a legally binding contract between a physician and the LLC. This comprehensive agreement outlines the terms and conditions of the employment, confidentiality obligations, and restrictions on the physician's future competition in the same geographical area. There may be different types of such agreements based on various factors, including duration, geographic scope, and specific terms. Key Elements of the Employment Agreement: 1. Parties involved: The agreement identifies the physician (employee) and the LLC (employer) as the contracting parties. 2. Employment Terms: It specifies the duration of employment, working hours, duties and responsibilities, compensation structure (base salary, bonuses, incentives), and any benefits provided (health insurance, retirement plans, etc.). This section may vary depending on individual negotiations. 3. Termination Provisions: Sets forth conditions under which either party can terminate the employment agreement, including termination with or without cause and notice periods to be provided. 4. Non-Disclosure Agreement (NDA): This section outlines the physician's obligation to maintain the confidentiality of the LLC's proprietary, trade secrets, patient information, and any other sensitive information during and after employment. It restricts the physician from disclosing or using such information for personal gain or the benefit of competitors. 5. Covenant not to Compete: Specifies the geographical scope and duration of the restrictive covenant, which prevents the physician from engaging in similar medical practice or working for a competitor within a certain radius or region after termination of employment. This aims to protect the LLC's legitimate business interests and prevent the physician from directly competing with the LLC. Types of South Dakota Employment Agreements between Physician and LLC: 1. Fixed-term Employment Agreement: This type of agreement specifies a predetermined duration for the employment, after which it automatically terminates. It may include provisions for renewal or extension upon mutual agreement. 2. At-Will Employment Agreement: An at-will employment agreement establishes an employment relationship that can be terminated by either the physician or the LLC at any time, for any reason, without the need for cause or notice. This provides more flexibility but may have different implications on the termination provisions and notice periods. 3. Exclusive Employment Agreement: This type of agreement requires the physician's exclusive commitment to the LLC, prohibiting the physician from engaging in any other medical practice during the term of employment. 4. Part-Time Employment Agreement: Designed for physicians who prefer part-time work, this agreement outlines the specific hours and days the physician will be required to work and may offer flexibility in terms of benefits and compensation. Conclusion: The South Dakota Employment Agreement between a Physician and a Professional Limited Liability Company with a Nondisclosure Agreement and Covenant not to Compete serves as a significant document ensuring a mutually beneficial relationship between physicians and PLL Cs. By establishing clear terms and obligations, it protects the interests of both parties while safeguarding sensitive information and preventing unfair competition. It is important to review and tailor each agreement to meet the unique needs and circumstances of the parties involved.
