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.
Washington Employment Agreement between Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete Overview: A Washington Employment Agreement between a Physician and a Professional Limited Liability Company (LLC) is a legally binding contract that outlines the terms and conditions of employment for a physician within a specific LLC. This agreement also includes provisions for nondisclosure of sensitive information and a covenant not to compete, which restricts the physician from competing with the LLC within a certain geographical area and timeframe. Depending on the nature and specific requirements of the LLC, there can be different types or variations of this agreement. Types of Washington Employment Agreement between Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete: 1. Full-time Employment Agreement: This type of agreement specifies that the physician will be employed on a full-time basis by the Professional LLC. It outlines the working hours, responsibilities, compensation, benefits, and any additional provisions, such as internal committee participation or administrative duties. 2. Part-time Employment Agreement: In this variation, the physician is employed on a part-time basis, with specific hours, days, or shifts of work agreed upon in the contract. This type of agreement may offer a more flexible schedule for the physician while still ensuring dedicated services to the LLC. 3. Independent Contractor Agreement: Instead of being an employee, this variation designates the physician as an independent contractor. It clarifies that the physician will operate as a separate entity, responsible for their own taxes, liability insurance, and other obligations. Additionally, it may include specific clauses related to the provision of services, compensation, and compliance with professional standards. 4. Research or Consultancy Agreement: This type of agreement is tailored for physicians engaged in research or consultancy work with the Professional LLC. It outlines the scope of the research or consultancy services, compensation, ownership of intellectual property, and any other relevant provisions, including the nondisclosure agreement and covenant not to compete. Components of the Washington Employment Agreement between Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete: 1. Identification of Parties: This section includes the names and addresses of both the Physician (employee) and the Professional LLC (employer). 2. Employment Terms and Conditions: Detailed provisions are included regarding the term of employment, working hours, compensation (salary, bonuses, incentives), benefits (insurance, retirement plans), any specific expectations or obligations, and any potential changes to the agreement in the future. 3. Duties and Responsibilities: This section outlines the specific duties and responsibilities expected from the physician, including patient care, administrative tasks, research or consultancy work, and any additional obligations required by the LLC. 4. Nondisclosure Agreement: A nondisclosure agreement is included to protect the LLC's confidential information, trade secrets, patient records, financial data, and any other sensitive information. The physician commits to keeping such information private and confidential, even after the employment relationship ends. 5. Covenant not to Compete: This clause restricts the physician from engaging in any competitive activities that could harm the LLC, within a specified geographical area and for a designated period after the termination of employment. This provision aims to secure the LLC's interests and prevent the physician from directly competing or soliciting its patients or employees. 6. Termination: This section outlines the circumstances and procedures for termination of the employment agreement, including termination for cause, resignation, or non-renewal. It may include notice periods, severance packages, and any other relevant considerations. 7. Dispute Resolution: A provision detailing the process for resolving disputes, such as mediation or arbitration, may be included to address any potential disagreements between the parties. Remember, the specific terms and provisions of a Washington Employment Agreement between a Physician and a Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete may vary based on the needs and preferences of the parties involved and should be reviewed and customized by legal professionals to ensure compliance with Washington state laws and regulations.Washington Employment Agreement between Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete Overview: A Washington Employment Agreement between a Physician and a Professional Limited Liability Company (LLC) is a legally binding contract that outlines the terms and conditions of employment for a physician within a specific LLC. This agreement also includes provisions for nondisclosure of sensitive information and a covenant not to compete, which restricts the physician from competing with the LLC within a certain geographical area and timeframe. Depending on the nature and specific requirements of the LLC, there can be different types or variations of this agreement. Types of Washington Employment Agreement between Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete: 1. Full-time Employment Agreement: This type of agreement specifies that the physician will be employed on a full-time basis by the Professional LLC. It outlines the working hours, responsibilities, compensation, benefits, and any additional provisions, such as internal committee participation or administrative duties. 2. Part-time Employment Agreement: In this variation, the physician is employed on a part-time basis, with specific hours, days, or shifts of work agreed upon in the contract. This type of agreement may offer a more flexible schedule for the physician while still ensuring dedicated services to the LLC. 3. Independent Contractor Agreement: Instead of being an employee, this variation designates the physician as an independent contractor. It clarifies that the physician will operate as a separate entity, responsible for their own taxes, liability insurance, and other obligations. Additionally, it may include specific clauses related to the provision of services, compensation, and compliance with professional standards. 4. Research or Consultancy Agreement: This type of agreement is tailored for physicians engaged in research or consultancy work with the Professional LLC. It outlines the scope of the research or consultancy services, compensation, ownership of intellectual property, and any other relevant provisions, including the nondisclosure agreement and covenant not to compete. Components of the Washington Employment Agreement between Physician and Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete: 1. Identification of Parties: This section includes the names and addresses of both the Physician (employee) and the Professional LLC (employer). 2. Employment Terms and Conditions: Detailed provisions are included regarding the term of employment, working hours, compensation (salary, bonuses, incentives), benefits (insurance, retirement plans), any specific expectations or obligations, and any potential changes to the agreement in the future. 3. Duties and Responsibilities: This section outlines the specific duties and responsibilities expected from the physician, including patient care, administrative tasks, research or consultancy work, and any additional obligations required by the LLC. 4. Nondisclosure Agreement: A nondisclosure agreement is included to protect the LLC's confidential information, trade secrets, patient records, financial data, and any other sensitive information. The physician commits to keeping such information private and confidential, even after the employment relationship ends. 5. Covenant not to Compete: This clause restricts the physician from engaging in any competitive activities that could harm the LLC, within a specified geographical area and for a designated period after the termination of employment. This provision aims to secure the LLC's interests and prevent the physician from directly competing or soliciting its patients or employees. 6. Termination: This section outlines the circumstances and procedures for termination of the employment agreement, including termination for cause, resignation, or non-renewal. It may include notice periods, severance packages, and any other relevant considerations. 7. Dispute Resolution: A provision detailing the process for resolving disputes, such as mediation or arbitration, may be included to address any potential disagreements between the parties. Remember, the specific terms and provisions of a Washington Employment Agreement between a Physician and a Professional Limited Liability Company with Nondisclosure Agreement and Covenant not to Compete may vary based on the needs and preferences of the parties involved and should be reviewed and customized by legal professionals to ensure compliance with Washington state laws and regulations.
