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.
Hennepin County, located in Minnesota, offers various types of Employment Agreements between Physicians and Professional Limited Liability Companies with Nondisclosure Agreements and Covenants not to Compete. These agreements encapsulate the terms and conditions of the employment relationship between physicians and healthcare organizations operating as Professional Limited Liability Companies (PLL Cs). Here are some key details and types of agreements you should be aware of: 1. "Physician Employment Agreement": The Physician Employment Agreement between a physician and an LLC outlines the employment terms and obligations. It covers essential aspects such as compensation, benefits, work hours, duties, and responsibilities. This agreement sets the foundation for the employment relationship and ensures clarity for both parties involved. 2. "Nondisclosure Agreement (NDA)": A Nondisclosure Agreement is an integral part of the overall employment agreement. It aims to protect sensitive and confidential information shared between the physician and the LLC. The NDA prohibits the physician from disclosing any proprietary information, trade secrets, patient lists, or any other confidential data during or after their employment period. 3. "Covenant not to Compete": To safeguard the interests of the LLC, a Covenant not to Compete may be included in the employment agreement. This agreement restricts the physician from practicing medicine, offering similar services, or initiating a competitive practice within a specified geographic area, usually within Hennepin County, for a defined duration after the employment concludes. 4. "Physician Partnership Agreement": In cases where a physician becomes a partner in an LLC instead of being an employee, a Physician Partnership Agreement becomes relevant. This agreement outlines the partnership terms, profit sharing, decision-making authority, buyout provisions, and other aspects related to the physician's participation in the business operations of the LLC. 5. "Part-Time Physician Employment Agreement": For physicians who wish to work on a part-time basis, a specific "Part-Time Physician Employment Agreement" option might be available. This agreement includes provisions that align with a reduced workload, adjusted compensation, and benefits, while still encompassing the necessary clauses related to Nondisclosure Agreements and Covenants not to Compete. It is crucial for both physicians and PLL Cs to fully understand the terms and implications of these various types of agreements before entering into an employment relationship. Seeking legal advice from experts well-versed in employment law and healthcare regulations is highly recommended ensuring compliance and to protect the rights and interests of all parties involved.Hennepin County, located in Minnesota, offers various types of Employment Agreements between Physicians and Professional Limited Liability Companies with Nondisclosure Agreements and Covenants not to Compete. These agreements encapsulate the terms and conditions of the employment relationship between physicians and healthcare organizations operating as Professional Limited Liability Companies (PLL Cs). Here are some key details and types of agreements you should be aware of: 1. "Physician Employment Agreement": The Physician Employment Agreement between a physician and an LLC outlines the employment terms and obligations. It covers essential aspects such as compensation, benefits, work hours, duties, and responsibilities. This agreement sets the foundation for the employment relationship and ensures clarity for both parties involved. 2. "Nondisclosure Agreement (NDA)": A Nondisclosure Agreement is an integral part of the overall employment agreement. It aims to protect sensitive and confidential information shared between the physician and the LLC. The NDA prohibits the physician from disclosing any proprietary information, trade secrets, patient lists, or any other confidential data during or after their employment period. 3. "Covenant not to Compete": To safeguard the interests of the LLC, a Covenant not to Compete may be included in the employment agreement. This agreement restricts the physician from practicing medicine, offering similar services, or initiating a competitive practice within a specified geographic area, usually within Hennepin County, for a defined duration after the employment concludes. 4. "Physician Partnership Agreement": In cases where a physician becomes a partner in an LLC instead of being an employee, a Physician Partnership Agreement becomes relevant. This agreement outlines the partnership terms, profit sharing, decision-making authority, buyout provisions, and other aspects related to the physician's participation in the business operations of the LLC. 5. "Part-Time Physician Employment Agreement": For physicians who wish to work on a part-time basis, a specific "Part-Time Physician Employment Agreement" option might be available. This agreement includes provisions that align with a reduced workload, adjusted compensation, and benefits, while still encompassing the necessary clauses related to Nondisclosure Agreements and Covenants not to Compete. It is crucial for both physicians and PLL Cs to fully understand the terms and implications of these various types of agreements before entering into an employment relationship. Seeking legal advice from experts well-versed in employment law and healthcare regulations is highly recommended ensuring compliance and to protect the rights and interests of all parties involved.
