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1 00055926.0 Intern Agreement This Intern Agreement (“Agreement”) shall be effective on the date of the last signature set forth below (“Effective Date”), by and between Maricopa County, by and for its Department of Public Health (hereinafter referred to as “PROGRAM”), whose principal office is located at 4041 N. Central Ave., Ste. 1400, Phoenix, AZ 85012 and Fresenius Medical Care Holdings, Inc. d/b/a Fresenius Medical Care North America, on behalf of certain subsidiaries and affiliates (collectively, “FMCNA”), whose principal office is located at 920 Winter St., Waltham, MA 02451. IT IS AGREED by PROGRAM and FMCNA as follows: WHEREAS, PROGRAM provides dietetic interns with a dietetic internship practicum approved by the Accreditation Council for Internship in Nutrition and Dietetics (ACEND), in an off-campus setting, in the areas of clinical, community, food management, and administrative dietetics Interns (collectively, the “Internship Program”); and WHEREAS, as part of the Internship Program, PROGRAM seeks to provide qualified Interns in the Internship Program (each a “Intern” and collectively, “Interns”) with opportunities for observation and training in a clinical setting; and WHEREAS, FMCNA owns, operates and/or manages outpatient hemodialysis facilities at locations throughout the United States (each a “Facility” and collectively, the “Facilities”); and WHEREAS, the Facilities are willing to provide a voluntary clinical experience opportunity (the “Clinical Placement”) for the Intern subject to the approvals set forth in Section 2(a) and so long as such placement does not interfere with the Facilities’ obligations to their patients and does not reduce working hours for or displace any FMCNA employees; and WHEREAS, FMCNA has no financial ownership of or in PROGRAM; and WHEREAS, the parties desire to establish their respective rights, responsibilities, and obligations related to the Clinical Placement of Interns at a Facility; NOW THEREFORE, IT IS AGREED by PROGRAM and FMCNA as follows: 1. PROGRAM reserves to itself and will perform the functions of an accredited Dietetic Internship program and the administrative and program functions normally associated with such a program, generally. Incident to this Agreement, PROGRAM shall agree to or perform the following: a. Assure that Interns have been oriented to expected outcomes of the Clinical Placement. b. Provide classroom theory and practical instruction to Interns and ensure that all Interns have successfully completed appropriate Internship and training prior to their Clinical Placements at a Facility. FMCNA will determine what orientation 2 00055926.0 training modules will be required of an Intern prior to that Intern working with patients, based on what education and training has been imparted to the Intern by PROGRAM. c. Cooperate with FMCNA to assure that Interns understand that they are obligated to abide by the administrative and clinical policies, procedures, standards, and practices of FMCNA. d. Have final responsibility for the content and general implementation of the Dietetic Internship at PROGRAM. e. Furnish FMCNA with evidence, records, and/or documentation regarding each Intern’s completion of appropriate health examinations, training, certifications, and Internship as described on Exhibit A, subject, however, to compliance with all applicable statutes, rules, laws, and regulations respecting the maintenance and release of records and or information derived from such records. Such evidence, records, and/or documentation as described on Exhibit A shall be furnished by PROGRAM to FMCNA prior to a Intern’s participation in a Clinical Placement at a Facility. PROGRAM shall retain the necessary documentation to verify compliance with this provision and will present evidence to FMCNA upon request. f. Arrange for meetings of PROGRAM and FMCNA staff as may be requested. g. Maintain in full force and effect, during the existence of this Agreement, comprehensive general liability insurance and specified medical professional liability insurance coverage, or a comparable program of self-insurance, for all Interns in a Clinical Placement at a Facility, including coverage for any acts of negligence of its Interns, faculty, officers, or employees with respect to any liability arising out of their participation in the Internship Program or a Clinical Placement in amounts not less than $1,000,000.00 per occurrence and $3,000,000.00 aggregate per year. Upon request, PROGRAM shall submit proof of such insurance to FMCNA. h. To the extent permitted by applicable law, defend, indemnify and hold FMCNA and its past, present and future subsidiaries, divisions, departments, successor, assigns, officers, directors, agents, medical directors, employees, insurers, representatives and stockholders, harmless from and against any and all liability, claims, actions, causes of action, lawsuits or damages (collectively, “Losses”) caused or arising out of the act(s) and/or omission(s) of PROGRAM, its agents, its employees and Interns incident to its/their participation in the Internship Program and/or Clinical Placement. i. To the extent permitted by applicable law, defend, indemnify and hold FMCNA and its past, present and future subsidiaries, divisions, departments, successors, assigns, officers, directors, agents, medical directors, employees, representatives and stockholders, harmless from and against any and all Losses caused or arising directly or indirectly from the classification of Interns treatment under this Agreement as neither employees nor independent contractors of FMCNA, including without limitation any Losses related to the failure of FMCNA or 3 00055926.0 PROGRAM to provide and/or pay: compensation to the Interns, federal, state, or local taxes, Social Security, or similar taxes, vacation pay, sick leave, unemployment insurance, worker’s compensation, retirement benefits, disability benefits, or employee benefits of any kind. i. “Defend” as used herein shall mean to provide a legal defense with attorneys of FMCNA’s choosing, including but not limited to attorneys and witnesses, including expert witnesses, fees, and costs, for the defense of any actual or alleged Losses, including but not limited to, associated with defending against any governmental investigation. j. The scope of the PROGRAM'S responsibility to the dietetic interns while providing health care, medical or professional services is pursuant to A.R.S. §11-981, and governed, defined and controlled by the terms of the Revised Restated Declaration of Trust for Maricopa County, Arizona Self-Insured Risk Trust Fund, approved by the Maricopa County Board of Supervisors and maintained and administered by the Maricopa County Risk Management Department. k. Each participating Intern shall carry mandatory health insurance coverage under the PROGRAM’s health insurance program (if available) or show proof of enrollment in a comparable accident and sickness health insurance plan. No Intern shall be eligible to participate in any group health insurance plan sponsored by FMCNA. 2. FMCNA shall agree to or perform the following: a. Provide a Clinical Placement to each qualified Intern, at a Facility as mutually agreed upon by FMCNA, PROGRAM, and the Intern. Approval by the Regional Vice President, Medical Director, and the Governing Body of the Facility must be obtained prior to an Intern being assigned a Clinical Placement at the Facility. PROGRAM and FMCNA will mutually agree upon the days and hours that the Intern will participate in the Clinical Placement at the Facility. b. Allow PROGRAM faculty to visit and observe Interns participating in a Clinical Placement at the Facilities. c. Make a FMCNA staff member available as a resource person in accordance with the plan schedule approved by both PROGRAM and FMCNA. d. Allow Interns, at FMCNA’s discretion, to perform only those tasks commensurate with their level of education and experience and/or appropriate to provide for the safety and welfare of patients, Interns, and the employees of the Facility. e. As reasonably requested by PROGRAM, complete evaluation reports or similar written assessments of each Intern's performance which shall be supplied by PROGRAM. The requirements of such evaluation reports may be dictated by an accreditation organization applicable to PROGRAM. 4 00055926.0 f. Provide its own method of identification for each Intern participating in a Clinical Placement. PROGRAM will inform its Intern that each Intern will be required to conform to FMCNA’s policies and procedures on safety, dress, conduct and health. g. Supervise activities of the Intern while on the premises of the Facility and orient Interns to appropriate rules, policies, regulations, and procedures of the Facility. h. Obtain patient consent prior to allowing a Intern access to a patient’s medical record, and obtain patient consent prior to allowing an Intern to participate in the patient’s care and treatment plan. i. Maintain in full force and effect, during the existence of this Agreement, comprehensive general liability insurance, including personal injury, liability, and property damage liability coverage (including contractual liability insurance for any indemnification obligations under this Agreement), or a comparable program of self-insurance, in an amount not less than $1,000,000 per occurrence and $3,000,000 aggregate per year. j. Make placements of Interns at a Facility without discrimination on the basis of race, sex, age, national origin, disability, genetics, pregnancy, or other protected categories under applicable laws. To the extent applicable to this Agreement, both parties hereto agree to comply with all state and Federal laws, rules, regulations, and executive orders as to equal employment opportunity, non-discrimination and affirmative action including Arizona Executive Order No. 2009-09. k. Notwithstanding anything to the contrary in this Agreement, it is understood that scheduling changes (including to clinical assignments at a Facility) may be necessary during an academic term. FMCNA agrees to work with PROGRAM in making any scheduling changes that may become necessary. l. No remuneration is to be made to FMCNA for its participation in the Internship Program or for the use of its Facilities for Clinical Placements. m. At FMCNA’s discretion, provide survey forms to Interns during the course of their Clinical Placement in order for the Intern to evaluate their experience in the Clinical Placement. n. To the extent permitted by applicable law, indemnify and hold PROGRAM, and its trustees, officers, directors, assigns, agents, employees, insurers, and representatives, harmless from and against any and all liability, claims, actions, causes of action, lawsuits or damages (collectively, “Losses”) caused or arising out of the negligent act(s) and/or omission(s) of FMCNA and its past, present and future subsidiaries, divisions, departments, successor, assigns, officers, directors, agents, medical directors, employees, insurers, representatives and stockholders arising out of or resulting solely from their obligations and performance in the Clinical Placement as set forth in this Agreement. 5 00055926.0 3. PROGRAM and FMCNA further agree: a. Interns shall not be deemed to be employees or contractors of FMCNA or the Facilities for purposes of compensation, fringe benefits, workers compensation, unemployment compensation, minimum wage laws, income tax withholding, social security, or any other purpose because of their participation in the Internship Program or Clinical Placement, nor shall they be entitled to any of the rights or responsibilities afforded to employees under local, state, or federal law. Interns shall not be eligible for any fringe benefits, workers compensation or unemployment compensation provided by FMCNA or the Facilities. Each Intern is placed with a Facility to receive clinical experience and/or credit as a part of his or her academic curriculum, as well as in fulfillment of academic requirements under supervision; those duties performed by an Intern are not performed as an employee, but in fulfillment of these academic requirements under supervision. At no time shall an Intern replace or substitute for any employee of FMCNA. No Intern shall have any expectation of employment by FMCNA during or after the completion of the Internship Program and PROGRAM shall not suggest or imply to the contrary to the Intern. This provision shall not be deemed to prohibit the employment of any such Intern by FMCNA under a separate employment agreement upon completion of the Internship Program. b. Interns participating in a Clinical Placement under this Agreement shall be limited to those individuals who are enrolled in the Internship Program. A description of the types of activities permitted to be undertaken by Interns is set forth on Exhibit B, attached hereto and incorporated herein by reference. Interns will be supervised at all times by appropriate personnel, as described on Exhibit C. c. All Interns participating in a Clinical Placement under this Agreement shall attend orientation sessions and complete training in accordance with FMCNA’s policies and procedures. An individual Intern’s failure to complete such compliance training, required orientation, or other orientation/training sessions deemed necessary by FMCNA within a time prescribed by FMCNA may result in that Intern’s removal from a Clinical Placement. d. Pre-Engagement Screening: All Interns participating in a Clinical Placement under this Agreement will be required to undergo all standard pre-engagement screening in accordance with the Pre-Screening Requirements (as defined in the next subsection), including, without limitation, drug screening, background checks and/or certain governmental checks, as a condition of their placement for clinical observation and trainings hereunder. FMCNA’s general requirements for pre- engagement screening, which may be modified or supplemented with respect to certain categories of Interns from time to time, are set forth in the applicable policies regarding Interns or interns. Pre-Engagement Screening will be performed by FMCNA, at its cost and expense (unless otherwise provided in any applicable statement regarding Interns). No Intern may begin performing clinical observation and training until such Intern has successfully completed all required checks. Interns will also be required to sign individual statements regarding confidentiality, non-solicitation and other matters, in accordance with FMCNA’s standard policies for Interns. 6 00055926.0 e. Pre-Screening Requirements (as referenced by the previous subsection): (i). Multi-County Background Check Requirements: • OIG/GSA Exclusion – now FACIS – includes alias search (Level 3) • Credential Verification if applicable • Internship Verification if applicable • Background checks (last seven (7) years) • Global Sanction (FBI List) • County Felony Including Misdemeanor • National Criminal File • Social Security Verification • National Sex Offender Registry • Any other state-specific background checks or verifications required by applicable state law (ii). Ten (10) Drug Panel Test: • Cocaine • Opiates • Amphetamines • Barbiturates • Methaqualone • Methadone • Benzodiazepines • Phencyclidine • Propoxyphene • Marijuana f. All records, files and other documentation concerning patients or business operations of FMCNA shall be kept confidential and remain the sole property of FMCNA. Each Intern shall be required to execute a non-disclosure form, attached as Exhibit D, prior to the commencement of a Clinical Placement at a Facility, as a condition of participation under this Agreement. g. To protect any educational records of Interns in accordance with applicable laws, including but not limited to, the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C. 1232g. To the extent permitted by law, the Parties may share information from Intern’s educational records with each other so that each can perform its respective responsibilities under this Agreement. h. Interns must identify themselves as Interns in interactions with patients, family members, and FMCNA staff. i. FMCNA may refuse to accept into the Clinical Placement any Intern or faculty who was previously discharged from employment with FMCNA or its affiliates or would not otherwise be acceptable to FMCNA provided, however, that it shall notify PROGRAM in writing of its refusal to accept the Intern or faculty and the specific basis therefore. 7 00055926.0 j. PROGRAM shall instruct its Interns on the importance of and their responsibility for respecting the confidential and privileged nature of all information which may come to their attention about patients and records of FMCNA and the Facilities. The instruction shall include content related to the Health Insurance Portability and Accountability Act, Public Law 104-191 (“HIPAA”). PROGRAM shall direct its Interns to comply with FMCNA’s policies and procedures governing the use and disclosure of individually identifiable health information under HIPAA. Solely for the purpose of defining the Interns’ role in relation to the use and disclosure of FMCNA’s protected health information, the Interns are considered members of FMCNA’s workforce, as that term is defined under HIPAA, when engaged in activities pursuant to this Agreement. In addition, PROGRAM agrees that a Intern’s breach of FMCNA’s policies concerning confidentiality shall be grounds for Intern discipline by the PROGRAM, including removal from the Facilities. k. Each party agrees to comply with and to be separately responsible for compliance with all laws, including but not limited to, anti-discrimination laws, which may be applicable to their respective activities under this program. Interns shall observe all state and federal laws and regulations in their relationship with FMCNA and PROGRAM. l. That each party shall notify the other of any incident or claim it may reasonably anticipate to develop into a legal action as soon as possible, if such incident or claim pertains to this Agreement. Notice will be provided forthwith in the event that such a claim, lawsuit or other legal or administrative proceeding is commenced incident to which indemnification may be sought from the other party as set forth in this Agreement. m. Both FMCNA and the PROGRAM reserve the right to affiliate with other institutions and to place and/or accept Interns in or from other college or learning institution programs. FMCNA shall retain the right to demand, at any time, the removal of an Intern from the Clinical Placement portion of the Internship Program for any violation of FMCNA’s policies and/or procedures and/or regulations, lack of qualification, health, or other legitimate, lawful reasons. To the extent practicable, such action will be preceded by consultation between the appropriate personnel at PROGRAM and FMCNA. PROGRAM reserves the right, at any time, to remove an Intern from the Internship Program for any violation of PROGRAM’s policy and/or procedure and/or Intern regulations, unsatisfactory performance, lack of qualifications, health, or other legitimate and lawful reasons. n. Notwithstanding anything else contained in this Agreement, PROGRAM agrees that FMCNA shall have the ultimate authority to approve any and all aspects of its involvement in the Clinical Placement as described in this Agreement. Furthermore, PROGRAM agrees that FMCNA has the ultimate authority over the Facilities and their grounds. o. Neither party shall be an agent, joint venturer or partner with the other or use the other’s name or logo in any descriptive or promotional literature or communication of any kind without the other’s prior written approval. 8 00055926.0 p. To comply with the following: i. As stated in the Fresenius Medical Care Code of Ethics and Business Conduct, FMCNA upholds the values of integrity and lawful conduct, especially with regard to anti-bribery and anti-corruption. FMCNA upholds these values in its own operations, as well as in its relationships with business partners. FMCNA’s continued success and reputation depends on a common commitment to act accordingly. Together with FMCNA, PROGRAM is committed to uphold these fundamental values by adherence to applicable laws and regulations. ii. The Parties confirm that the selection of PROGRAM is based on PROGRAM’s knowledge, and qualification as an accredited Dietetic Internship program, and that the signing of this Agreement is not implicitly or explicitly linked to any past, present or future agreement to purchase, lease, recommend, prescribe, use, supply or procure FMCNA’s products or services or being used to reward past purchases, uses, orders, recommendations or referrals, and that there is no such expectation thereof. Furthermore, PROGRAM represents that she/he/it has no relationship to any third parties that would constitute a conflict of interest or that would otherwise prevent PROGRAM from concluding this Agreement except to the extent disclosed to and approved by FMCNA in writing prior to the date hereof. iii. PROGRAM represents that she/he/it shall be in compliance with all applicable laws and regulations, professional codes, industry standards, and applicable company policies, when performing under the terms of this Agreement. PROGRAM agrees that it will not undertake any activities which will result in a violation of any applicable laws, regulations, and applicable industry and professional codes, including but not limited to applicable and extraterritorial anti- bribery and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act (collectively “Prohibited Conduct”) in connection with the provision of services by PROGRAM to FMCNA for or on FMCNA’s behalf. iv. PROGRAM agrees to take all appropriate steps to ensure full adherence to all applicable transparency and disclosure requirements with respect to the signing of this Agreement, fully disclosing the purpose and scope of the interaction as required to any employer, professional body, institution, government agency or otherwise locally designated competent authority. Furthermore, PROGRAM shall, to the extent required by applicable disclosure obligations, disclose the existence and purpose of this Agreement in any written materials and verbal presentations. 9 00055926.0 v. PROGRAM agrees that if it becomes aware or has reason to suspect that any person or legal entity acting on PROGRAM’s and/or FMCNA’s behalf has engaged directly or indirectly in any Prohibited Conduct related to the Agreement, then, subject to the internal policies of PROGRAM, PROGRAM will immediately report such knowledge or suspicion to the FMCNA Compliance Department through the following weblink, www.compliance-helpline- fmcna.com, or by calling (800) 362-6990. vi. Notwithstanding anything else in this Agreement or any other right FMCNA may have, a breach of any of the provisions included in this section by PROGRAM shall give FMCNA the right to immediately terminate this Agreement for cause. Notwithstanding anything else in this Agreement or any other right PROGRAM may have, a breach of any of the provisions included in this section by FMCNA shall give PROGRAM the right to immediately terminate this Agreement for cause. 4. General Provisions. a. This Agreement shall be reviewed by PROGRAM and FMCNA upon request of either party but shall be subject to change only by the mutual consent of the parties; any such change(s) shall become part of this Agreement only after being placed in writing and signed by both parties. b. The parties do not intend, and this Agreement shall not be construed to create, any direct or indirect rights and/or benefits to any third party whatsoever. c. One or more waivers of any term or condition of this Agreement by either party shall not be construed as a waiver of a subsequent breach of any term or condition. No breach of a term or condition of this Agreement by either party shall be waived by the other unless such waiver is in writing. d. This instrument, together with all addendums and exhibits hereto, constitutes the entire Agreement between the parties and all prior discussions, agreements and understandings, oral or in writing, are hereby merged into this Agreement. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. e. In the event there is a change in federal, state or local law, whether by statute, regulation, agency interpretation or judicial decision that, in the reasonable opinion of the counsel of either party, renders any of the material terms of this agreement unlawful or unenforceable, then the applicable terms of this agreement shall be subject to renegotiation upon written notice to the other party in order to remedy such condition and conform the Agreement to the requirements of the law. f. Neither party shall assign this Agreement in whole or in part without the written consent of the other, which shall not be unreasonably withheld, conditioned, or 10 00055926.0 delayed; provided, however, that FMCNA may assign this Agreement without the consent of PROGRAM to an entity that acquires all or substantially all of the stock or assets of FMCNA or to a successor by operation of law. Subject to this paragraph, this Agreement will be binding upon and inure to the benefit of the parties and their respective heirs, representatives, successors and permitted assigns. g. The individuals signing this Agreement (which shall include any other addendums hereto) warrant and certify by their signatures that this Agreement has been duly approved and that they are authorized to sign this Agreement and all addendums comprising this agreement on behalf of the respective party. h. The term of this Agreement shall be from the Effective Date until June 30, 2028. This Agreement may be terminated by either party, with or without cause or penalty, upon thirty (30) days prior written notice to the other party; provided, however, that any Intern then participating in a Clinical Placement shall be permitted to complete such Clinical Placement, under the terms of the Agreement, provided that such termination is without cause. i. This Agreement may be executed in more than one counterpart, and each executed counterpart shall be considered as the original, all of which together shall constitute only one (1) Agreement. j. This Agreement shall be governed by and construed under the laws of the State of Arizona, and is subject to the provisions of A.R.S. § 38-511. Exclusive venue and jurisdiction for any actions or proceedings related to or stemming from this Agreement will be in the state or federal courts sitting in Phoenix, Arizona. k. FMCNA warrants and certifies that it does not currently, and agrees for the duration of the contract that it will not, use: i. The forced labor of ethnic Uyghurs in the People’s Republic of China. ii. Any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. iii. Any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China. If FMCNA becomes aware during the term of the Agreement that FMCNA is not in compliance with this paragraph, FMCNA shall notify PROGRAM within five business days after becoming aware of the noncompliance. Failure of FMCNA to provide a written certification that FMCNA has remedied the noncompliance within one hundred eighty (180) days after notifying PROGRAM of its 11 00055926.0 noncompliance, this Agreement shall terminate unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period. Any notices or other communication permitted or required by this Agreement shall be in writing and shall be delivered to the other party at the address set forth below: [signatures appear on the following page] If to: MARICOPA COUNTY DEPARTMENT OF PUBLIC HEALTH If to FMCNA: Maricopa County, by and for its Department of Public Health 4041 N. Central Avenue, Suite 1400 Phoenix, Arizona 85012 Fresenius Medical Care North America 920 Winter Street Waltham, MA 02451 Attn: Law Department 12 00055926.0 IN WITNESS WHEREOF, the parties agree to enter into this contract: MARICOPA COUNTY Acting by and for its Department of Public Health FRESENIUS MEDICAL CARE HOLDINGS, INC. d/b/a FRESENIUS MEDICAL CARE NORTH AMERICA By: By: Chairman, Maricopa County Board of Supervisors Name: Date Title: Attest: Clerk of the Board Date Director, MCDPH Date Approved as to Form Date Deputy County Attorney 13 00055926.0 EXHIBIT A Documentation, Records, and Evidence to be furnished by PROGRAM prior to a Intern’s Clinical Placement 1. Proof of negative tuberculosis test (PPD or QuantiFERON) with a negative result. 2. Immunization history, including Tetanus, Hepatitis B, Influenza, Chicken Pox, Measles, Mumps, and Rubella. Proof of COVID-19 vaccination shall also be included when such vaccination is required by applicable laws, rules, or regulation 3. OSHA Training, completed within twelve (12) months prior to the Intern’s Clinical Placement: (a) Bloodborne Pathogens (b) Personal Protective Equipment (c) Hazard Communication (d) Needlestick Prevention and Safe Needles (e) Spectra DOT Laboratory Specimen (f) Other components as may be required by OSHA 4. Appropriate documentation regarding Pre-Engagement Screening as described in Sections 3-d and 3-e of this Agreement 5. Health Care Provider CPR certification (if such certification is required by applicable state laws, rules, or regulations) 6. A Confidentiality Agreement signed by the Intern, a form of which is attached to this Agreement as Exhibit D 7. Proof of successful completion of appropriate education and training as set forth in Section 1b of this Agreement. 8. A written assurance or assertion that the Intern is not under or subject to any form of academic probation or sanction, behavioral-related probation or sanction, or other probation or sanction from the PROGRAM 14 00055926.0 EXHIBIT B Description of Permitted Activities Dietetic Interns A Dietetic Intern may write a progress note in a patient’s paper medical record after reviewing the intended documentation with the RDI. An RDI is an individual who oversees the practical experience and training provided to the Dietetic Intern for a particular rotation or rotations, maintains appropriate contact with the Clinical Placement’s program director and the Dietetic Intern to coordinate planned learning experiences and assignments, and conducts the Dietetic Intern evaluation. The RDI is responsible for co-signing the Dietetic Intern’s notes in the medical record and for ensuring that all documentation regarding the patient’s psychosocial status, needs, interventions and outcomes are properly documented in a timely manner. Dietetic Interns may provide input to the plan of care (POC) process with the interdisciplinary team under the supervision of the RDI who is responsible for attending and participating in the development of the POC, and co-signing the document that is developed, unless restricted or prohibited by state regulations. 15 00055926.0 EXHIBIT C Required Supervision of Interns Dietetic Interns Dietetic Interns will be supervised at all times by a FMCNA RDI. An RDI is an individual who oversees the practical experience and training provided to the Dietetic Intern for a particular rotation or rotations, maintains appropriate contact with the Clinical Placement’s program director and the Dietetic Intern to coordinate planned learning experiences and assignments, and conducts the Dietetic Intern evaluation. The RDI must meet the requirements set forth by the Center for Medicaid and Medicare Conditions for Coverage for End-Stage Renal Disease Facilities for dietitians and be an employee of FMCNA. The RDI must be registered with the Commission on Dietetic Registration and have a minimum of one (1) year professional work experience in clinical nutrition as a registered dietitian, and if applicable, be licensed in the state in which he/she practices. 16 00055926.0 EXHIBIT D Confidentiality Agreement for Each Intern As an Intern undertaking clinical Internship (“Clinical Placement”) at a facility affiliated with Fresenius Medical Care Holdings, Inc. d/b/a Fresenius Medical Care North America (“FMCNA”), I understand that FMCNA has a policy concerning the non-disclosure of its confidential information, and that this policy creates expectations of and obligations for me. Furthermore, I understand that I may observe protected health information (PHI) as it is defined under the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder (“HIPAA”). I understand that FMCNA is sensitive to the requirements to protect PHI under HIPAA. To evidence that understanding and in consideration of my Clinical Placement at FMCNA and for the access provided to me by FMCNA, I agree as follows: 1. “Confidential Information” means all information relating to the business of FMCNA that has not been released publicly by authorized representatives of FMCNA. Some examples of such information include: trade secrets and know-how, inventions, marketing and sales programs, employee, customer, patient and supplier information, patient medical records, financial data, pricing information, regulatory and reimbursement strategies, operations and clinical manuals. Confidential information also includes all information received by FMCNA under an obligation of secrecy to another party. 2. I will handle any FMCNA Confidential Information in accordance with the current FMCNA Policy – “Confidential Company Information.” During and after my Clinical Placement, I will not use FMCNA Confidential Information without written authority from FMCNA (except as required by my Clinical Placement). I will not remove any Confidential Information from FMCNA premises, and will not take any photographs or recordings of any kind while on FMCNA premises. Upon leaving FMCNA, I will return all Confidential Information to my supervisor at FMCNA. I understand that my obligation as to FMCNA Confidential Information continues even after I leave FMCNA. This obligation ends only when (i) FMCNA has voluntarily disclosed the information to the public; (ii) the information has been developed independently and made public by others; or (iii) the information otherwise lawfully enters the public domain. 3. I will not use or disclose any PHI which I may observe or which may be otherwise disclosed or made available to me (except as required by my Clinical Placement). PHI includes, but is not limited to, information created or received by a health care provider as well as any information that identifies an individual or that can be used to identify an individual, such as a patient’s name, date of birth, or medical condition. __________________________________ ____________ Signature Date __________________________________ Print Name