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MARKETING AND CONSULTING SERVICES AGREEMENT

THIS MARKETING AND CONSULTING SERVICES AGREEMENT (the “Agreement”) is made as of ______________________, 20____ (the “Effective Date”) by and between _______________________________, with its principal place of business at __________________________________________ (the “Hospital”), and CASTLE MEDICAL, LLC, a Georgia Limited Liability Company, with its principal place of business at 5700 Highlands Parkway S.E., Ste. 100, Smyrna, Georgia 30082 (“Castle”) (individually, a “Party” and collectively “the Parties”).

WHEREAS, the Hospital currently operates a high-complexity CLIA-certified laboratory (the “Hospital Laboratory”) for the benefit of its inpatients and outpatients;

WHEREAS, the Hospital wishes to provide the full range of clinical laboratory services it furnishes to its inpatients to its outpatients and to individuals who are neither hospital inpatients nor outpatients (“Outreach Services”);

WHEREAS, Castle has extensive experience and expertise in marketing and promoting clinical laboratory services and in the development of clinical laboratory operations, including assessment of existing laboratory services, contracting with commercial insurance carriers, billing, collection, resource utilization, day-to-day administrative management and clinical operations;

WHERAS, Castle currently operates a high-complexity CLIA-certified laboratory (“Castle Laboratory”) where it furnishes clinical laboratory testing ordered by qualified medical professionals; and

WHEREAS, the Hospital wishes to engage Castle on an exclusive and independent contractor basis to provide marketing and consulting services with respect to the Hospital’s Outreach Services and to provide certain clinical laboratory testing for the benefit of Hospital outpatients and non-patients.

NOW THEREFORE, the Parties agree as follows.

AGREEMENT

1) Marketing and Promotion. Castle shall have the exclusive right to assist the Hospital with marketing and promoting the Hospital’s Outreach Services.

a) Qualifications to Perform Clinical Laboratory Tests. The Hospital represents and warrants that the Hospital Laboratory has obtained and holds all registrations, permits, licenses, and other approvals and consents, including a certificate for high-complexity testing issued pursuant to the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”), required to perform the relevant clinical laboratory tests. The Hospital further represents that at all times during the Term (as defined below), personnel who perform any component of a laboratory test shall be licensed, certified, and/or authorized under federal and state law to perform such services, and the Hospital is not and never has been temporarily or permanently excluded from any Federal health care program. The Hospital further represents that it shall perform services in

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accordance with applicable professional standards of conduct and ethics and that it shall provide high quality services consistent with applicable clinical, utilization, and other standards or criteria.

b) Marketing and Promotional Services. Castle shall, at its sole expense, market and promote the Outreach Services beginning on the Effective Date, using generally the same channels and methods, exercising the same diligence, and adhering to the same standards that it employs with respect to other products and services it markets and promotes to its customers (“Marketing and Promotional Services”). In addition, Castle may provide, where appropriate and allowed by applicable law or regulation, the services of licensed phlebotomists and/or specimen collectors in order to better effectuate the provision of the Outreach Services. Castle shall use reasonable efforts to keep the Hospital apprised of its plans and efforts with respect to such Marketing and Promotional Services. Castle’s efforts shall be disclosed to the Hospital, and the Hospital shall have the right to disapprove of any such efforts if, in its reasonable judgment, such efforts do not comply with federal and state laws and regulations, and Castle agrees not to continue such efforts that have not been approved by the Hospital. Castle shall provide monthly reports of its efforts, including sales reports in a form agreed to by the Parties, and information about any questions, comments, or complaints received from customers, health care practitioners, and other third parties.

c) Marketing and Promotional Materials. The Hospital shall, at its sole expense, prepare all marketing and promotional materials regarding Outreach Services that are reasonably requested by Castle and agreed to by the Hospital, so that Castle may provide Marketing and Promotional Services in a professional and compliant manner (“Marketing and Promotional Materials”). Castle shall have the opportunity to review all of the Hospital’s Marketing and Promotional Materials and to disapprove of any such materials if and only to the extent, in its reasonable judgment, that such materials do not comply with applicable federal and state laws and regulations. The Hospital agrees to distribute to Castle only final materials that have been approved by Castle. Castle shall make only those representations and warranties regarding the Outreach Services that are contained in the Marketing and Promotional Materials.

d) Hospital Support of Sales Personnel. The Hospital agrees that it shall provide assistance reasonably requested by Castle: (a) for the training of Castle’s salesforce and staff; (b) for the training of Castle’s trainers; and (c) to assist Castle with meeting its obligations under this Agreement. The frequency and content of training shall be determined by agreement between the Parties. The Parties each shall bear their own costs for travel, food, and lodging related to such training. In addition to sales and technical training, the Hospital shall cooperate with Castle in establishing efficient marketing and promotional procedures and policies. The Hospital shall respond promptly to Castle’s reasonable questions regarding the Outreach Services.

2) Clinical Laboratory Tests Not Offered by the Hospital. In the event that a physician or other qualified health care professional has ordered a clinical laboratory test or tests that the Hospital Laboratory is unable to furnish for any reason and to the extent Castle is capable of furnishing such test(s), Castle will act as the exclusive reference laboratory to the Hospital Laboratory and furnish the test(s).

a) Qualifications to Perform Clinical Laboratory Tests. Castle represents and warrants that the Castle Laboratory has obtained and holds all registrations, permits, licenses and

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other approvals and consents, including a certificate for high complexity testing issued pursuant to CLIA, required to perform the relevant clinical laboratory tests. Castle further represents and warrants that at all times during the Term, personnel who perform any component of a laboratory test shall be licensed, certified, and/or authorized under federal and state law to perform such services, and Castle is not and never has been temporarily or permanently excluded from any Federal health care program. Castle further represents that it shall perform services in accordance with applicable professional standards of conduct and ethics and that it shall provide high quality services consistent with applicable clinical, utilization, and other standards or criteria.

b) Insurance. Castle has in place and shall maintain professional liability insurance to cover the malpractice or any errors or omissions in its performance of any laboratory services.

c) Reporting Results. Final laboratory test reports will be delivered to the Hospital and to the physician of record via paper, electronic mail, or electronic interface, per the election of the Hospital. Such election of delivery method shall be the means of delivery, unless the Hospital specifies in writing to Castle an alternate means of delivery. Castle shall not be responsible for any failure of delivery of laboratory test reports due to a failure of the Hospital’s equipment or a loss of the Hospital’s communications capability.

d) Billing for Laboratory Tests Furnished by Castle.

i) Unless otherwise prohibited by federal or state law or regulation, the Hospital shall bill and collect from third parties for laboratory tests furnished by the Castle Laboratory on the Hospital’s behalf. In instances where the Hospital is not permitted to bill third parties for laboratory tests furnished by the Castle Laboratory, Castle shall bill and collect from third parties for such tests. The Hospital shall not submit claims to third parties for services furnished by licensed phlebotomists and/or specimen collectors provided by Castle under this Agreement.

ii) The Parties agree that for each year during the Term, laboratory tests performed by the Castle Laboratory on the Hospital’s behalf shall constitute no more than thirty (30) percent of all tests requested for the Hospital’s outpatients and non-patients.

3) Laboratory Operations Consulting. Castle shall provide advice and recommendations to the Hospital on various aspects of laboratory outreach operations (“Laboratory Operations Consulting Services”), including the following:

a) Marketing and promotion of the Hospital Laboratory’s test menu to physicians and other qualified healthcare professionals in the Hospital’s service area;

b) Billing private insurers and federal and state health care programs for laboratory tests furnished to its outpatients and non-patients; and

c) Qualitative measurement and quality improvement for laboratory services.

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4) Fees.

a) Marketing and Promotional Services. The Hospital shall compensate Castle for Marketing and Promotional Services in the fair market value amounts and according to the schedule set forth in Appendix A.

b) Clinical Laboratory Tests Furnished by Castle to Hospital patients. The Hospital shall compensate Castle for laboratory tests furnished by the Castle Laboratory to the Hospital’s patients (including inpatients, outpatients and non-patients) in the fair market value amounts set forth in Appendix B, and such compensation shall constitute full compensation to Castle for such laboratory services. Castle shall submit to the Hospital an invoice setting out the laboratory tests furnished and the applicable charges. Payment for laboratory tests furnished under this Agreement shall be made to Castle and due within thirty (30) days, and the Hospital shall compensate Castle for such services, regardless of whether the Hospital is reimbursed for such services by third-party payors.

c) Laboratory Operations Consulting. The Hospital shall compensate Castle for Laboratory Operations Consulting Services furnished by Castle in the fair market value amounts and according to the schedule set forth in Appendix C.

d) Payment. Within fourteen (14) days of the date of each invoice, the Hospital will pay the amount of the invoice by wire transfer to the Castle account identified on the invoice. The Hospital shall pay interest at a rate equal to the greater of 1.5% per month or the greatest amount permitted by law for all amounts not paid when due.

5) Term; Termination.

a) Term. The initial term of this Agreement (“Initial Term”) shall be five (5) years, commencing on the Effective Date and continuing in full force and effect until midnight on the last day of the Initial Term, unless earlier terminated as set forth in this Agreement. Unless earlier terminated, at the end of the Initial Term, this Agreement automatically shall be extended for successive one (1) year terms on the anniversary of the Effective Date, unless either Party gives written notice to the other Party of not less than one hundred eighty (180) days prior to the expiration of the then applicable term of its intent not to renew this Agreement. The Initial Term and any additional one (1) year terms collectively shall be the “Term”.

b) Termination.

i) At any time prior to the six (6) month anniversary of the Effective Date, either Party may terminate this Agreement for any reason or no reason by providing sixty (60) days advance written notice of such termination to the other Party.

ii) Notwithstanding anything to the contrary hereafter, either Party may terminate this Agreement immediately in the event of: (A) a material breach of this Agreement by the other Party, which breach (if capable of remedy) is not cured within thirty (30) days of a Party’s written notice of such breach; or (B) upon the filing of any bankruptcy by the other Party.

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Notwithstanding the foregoing, the cure period for either Party’s failure to pay any part of a fee or amount due to the other Party shall be five (5) days from the date of written notice of non-payment.

6) Status of the Parties.

a) Independent Contractor. This Agreement does not create, and shall not be construed as creating, a partnership or joint venture, or any other type of relationship between the Parties other than that of independent contractors. All services provided pursuant to this Agreement are provided by Castle as an independent contractor. Castle shall be solely responsible for all compensation and benefits for Castle employees and independent contractors and shall comply with all federal and state laws pertaining to employment taxes, income withholding, unemployment compensation contributions, and other applicable employment-related laws and regulations.

b) Assumption or Creation of Obligations. Except with the prior written approval of the other Party, nothing in this Agreement shall authorize or empower any Party to assume or create any obligation on or responsibility whatsoever, express or implied, on behalf of or in the name of the other Party, or to bind the other Party in any manner whatsoever, or to make any representation, warranty, or commitment on behalf of the other Party. Any Party hereto who violates the provisions hereof shall save, indemnify, and hold harmless the other Party therefrom and on account thereof.

7) Insurance. Each of the Parties agrees to maintain, throughout the Term, professional liability insurance and such other general comprehensive liability insurance that each deem reasonably necessary to insure itself and its officer, directors, and employees against any third-party claim(s) or cause(s) of action arising out of the performance of this Agreement. Each Party shall provide the other Party with certificates or other written documentary evidence of the insurance coverage required by this section.

a) Castle’s Insurance. Throughout the Term, Castle shall procure and maintain the following insurance policies:

i) Comprehensive general liability insurance in such amounts, on such basis and such terms as Castle deems appropriate, covering its activities under this Agreement;

ii) Professional liability insurance in such amounts, on such basis and upon such terms and conditions as Castle deems appropriate, covering Castle and clinicians in the Castle Laboratory;

iii) Workers compensation insurance in not less than the amount required by applicable law, covering Castle’s employees and independent contractors at Castle’s office and in the Castle Laboratory; and

iv) Such additional types of insurance as Castle and the Hospital both determine are necessary and appropriate for the efficient and proper operation of the Castle Laboratory.

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b) Hospital’s Insurance. Throughout the Term, the Hospital shall procure and maintain, with commercial insurers reasonably acceptable to Castle, the following types of insurance:

i) Comprehensive general liability insurance in such amounts, on such basis and upon such terms and conditions as the Hospital deems appropriate, covering activities relating to Hospital Outreach Services and listing the Hospital as the insured and Castle as an additional named insured.

ii) Professional liability insurance in such amounts, on such basis and upon such terms and conditions as the Hospital deems appropriate, covering the Hospital and its employees and agents; and

iii) Other insurance as required by applicable law and in such amounts as required by law.

c) Advance Written Notice to Other Party. Each policy maintained by Castle or the Hospital pursuant to this Section shall provide for at least thirty (30) days advance written notice from the insurer to the other Party as to alterations of coverage, cancellation, or proposed cancellation for any cause. Each Party shall provide the other Party with certificates or other written documentation evidencing the insurance coverage required by this Section, upon request.

8) Representations and Warranties. Each Party represents and warrants that it has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the Agreement’s execution, delivery, and performance has been authorized and approved. Each Party further warrants that entering into this Agreement does not violate the provisions of any other agreement into which the Party previously entered with any other entity or person. The Parties further represent and warrant that they will comply with all applicable laws and regulations in the performance of their obligations under this Agreement.

9) Indemnification. Each Party agrees to indemnify the other Party, its officers, directors, employees, agents, parents, subsidiaries, and affiliates from any and all losses, claims, liabilities, costs, judgments, damages, or expenses, including without limitation costs of litigation and reasonable attorneys’ fees arising out of or by reason of any breach of the indemnifying Party’s responsibilities, representations, or warranties under this Agreement, in relation to any third party’s claims resulting from such breach. The indemnification obligations set forth in this Section shall survive termination of this Agreement.

10) Confidential Information.

a) General. Each party agrees to keep confidential the terms of this Agreement, except as required by law or regulation. In addition, each party has disclosed or may disclose (the “Information Discloser”) to the other party (the “Information Recipient”), by way of example and not limitation, business information, technical information and/or ideas, competitive information, research information, and future plans of the Information Discloser (“Confidential Information”). The Information recipient shall: (i) hold the Confidential Information of the Information Discloser in confidence; (ii) use such Confidential Information only for the purpose of this Agreement

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between the Parties; (iii) reproduce such Confidential Information only to the extent necessary for the above purpose; (iv) not copy or reverse engineer such Confidential Information; and (v) not disclose such Confidential Information to any third party without prior written approval of the Information Discloser. The Information Recipient, however, may disclose the Confidential Information to its consultants and contractors with a need to know; provided, however, the Information Recipient must advise those individuals of the confidentiality obligations and Information Recipient shall remain fully responsible and liable in the event of any breach of confidentiality by any of its employees, consultants, and/or contractors.

b) Exclusions from the Meaning of Confidential Information. Confidential Information shall not include information the Information Recipient can document: (i) is in the public domain through no fault of the Information Recipient; (ii) was properly known by the Information Recipient prior to disclosure by the Information Discloser; (iii) was properly disclosed to the Information Recipient by another person or entity, without restriction; or (iv) is required to be disclosed by law or regulation, provided that the Information Recipient provides the Information Discloser with prompt notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Information Discloser’s cost, if the Information Discloser wishes to contest the disclosure.

c) Reasonable Standard of Care. The Information Recipient shall protect the Confidential Information disclosed by the Information Discloser with at least the same degree of care as it normally exercises to protect its own proprietary information of a similar nature, but in no event less than a reasonable standard of care. The foregoing does not grant the Information Recipient a license in or to any of the Confidential Information. The Information Recipient will notify the Information Discloser promptly of any unauthorized release of Confidential Information. The Parties acknowledge and agree that any breach of this Section may cause irreparable harm to the Information Discloser for which damages are not an adequate remedy and that the Information Discloser therefore shall be entitled to equitable relief in addition to all other remedies available at law. The terms of this Section will survive the expiration or termination of this Agreement.

d) HIPAA Compliance. Castle and the Hospital, together with their respective employees and agents, shall at all times comply with the Healthcare Insurance Portability and Accountability Act of 1996 (“HIPAA”). Additionally, in order to comply with HIPPA, Castle will enter into the Business Associate Agreement with the Hospital, attached hereto as Appendix E.

11) Required Disclosures.

a) Castle Disclosures. Castle shall notify the Hospital in writing within three (3) days after its receipt of notice that any of the following events has occurred:

i) a Castle Laboratory professional or practitioner’s license or authority to practice lapses or is denied, suspended, revoked, terminated, relinquished, or made subject to any other restriction whatsoever;

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ii) a Castle Laboratory professional or practitioner is listed by a federal agency as being debarred, excluded, or otherwise made ineligible for Federal health care program participation;

iii) a Castle Laboratory professional or practitioner is required to pay damages in any amount in any malpractice action, by way of judgment or settlement;

iv) a Castle Laboratory professional or practitioner becomes the subject of an investigatory, disciplinary, or other proceeding before any governmental, professional, licensing board, medical staff, or peer review body;

v) any event occurs that materially adversely affects a Castle Laboratory professional or practitioner’s ability to perform an obligation hereunder; or

vi) a Castle Laboratory professional or practitioner is arrested, indicted, and/or convicted of a criminal offense related to healthcare.

b) Hospital Disclosures. The Hospital shall notify Castle in writing within three (3) days after its receipt of notice that any of the following events have occurred:

i) the Hospital Laboratory’s license and/or required permits or authorizations lapses or is denied, suspended, revoked, terminated, relinquished, or made subject to any other restriction whatsoever;

ii) the Hospital Laboratory becomes the subject of an investigatory, disciplinary, or other proceeding before any government agency, licensing board, or similar body; or

iii) the Hospital Laboratory and/or a Hospital Laboratory professional or practitioner becomes the subject of a medical malpractice suit.

12. Restrictive Covenants.

a) Non-solicitation of Employees. During the Term and for a period of one (1) year following the termination of this Agreement, neither Party will, directly or indirectly, solicit or hire for employment any person who is now employed by the other Party or its subsidiaries. The foregoing restriction shall not prohibit:

i) general solicitations or solicitations through search firms or

employment agencies, in each case not specifically directed at employees of the Party or any hiring as a result thereof;

ii) the solicitation and hiring of persons who apply for employment

without solicitation by such Party; iii) the hiring of persons presented by a professional placement agency;

or

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iv) the solicitation and hiring of any person who has been terminated by the other Party prior to the commencement of employment discussions.

b) Non-competition. The Hospital hereby agrees that during the one (1) year period following the termination of this Agreement, it shall not, without the prior written consent of Castle, directly or indirectly solicit, divert, or take away, or attempt to solicit, divert or take away, a Protected Customer (as defined below) or provide any clinical pathology services, genomics or molecular lab testing services to any Protected Customer (or such Protected Customer’s patients). “Protected Customer” shall mean any person or entity that is contacted or solicited on behalf of the Hospital by Castle pursuant to Section 1 of this Agreement.

c) Rights and Remedies Upon Breach. In the event either Party breaches, or

threatens to commit a breach of, any of the provisions of Section 12(a) or Section 12(b) (the “Restrictive Covenants”), the other Party shall have the following rights and remedies, which shall be independent of any others and severally enforceable, and shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity:

i) the right and remedy to enjoin, preliminarily and permanently, and

without the necessity of proving actual damage or posting any bond, the other Party from violating or threatening to violate the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury and that money damages would not provide an adequate remedy;

iv) in the event of the Hospital’s breach of Section 12(b), the right and

remedy to require the Hospital to account for and pay over to Castle all revenue, profits, monies, accruals, increments or other benefits derived or received by the Hospital as the result of any transactions constituting a breach of Section 12(b); and

iii) in the event of an actual breach of any of the provisions of the

Restrictive Covenants, the right and remedy to require the breaching Party to pay the reasonable attorneys’ fees incurred by the other Party in enforcing the Restrictive Covenants.

d) Separate and Independent Covenants. The Parties acknowledge and agree

that the Restrictive Covenants set forth in this Agreement shall be considered and construed as separate and independent covenants. Should any part or provision of any Restrictive Covenant be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other Restrictive Covenant or any other part or provision of this Agreement.

e) Reformation. If any portion of any Restrictive Covenant is found to be

invalid or unenforceable by a court of competent jurisdiction for any reason, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of the Hospital and Castle in agreeing to the provisions of this Agreement will not be impaired and the provision in question shall be enforceable to the fullest extent of the applicable laws.

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13. Miscellaneous.

a) Entire Agreement; Modification. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications between the Parties relating to such subject matter. This Agreement may not be amended or modified except by mutual written agreement.

b) Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, that provision will be removed from this Agreement and this Agreement will be interpreted and enforced as if the illegal, invalid, or unenforceable provision had never been a part of this Agreement and the remaining provisions will remain in effect and will not be affected by the illegal, invalid, or unenforceable provision or its removal. Instead of the illegal, invalid, or unenforceable provision, there may be added, as part of this Agreement, a provision as similar in terms to the illegal, invalid, or unenforceable provision as may be possible and still be legal, valid, and/or enforceable.

c) Governing Law. This Agreement and the interpretation and application of the provisions hereof shall be governed and construed in accordance with the laws of the State of Georgia, without giving effect to it choice of law provisions.

d) Counterparts. This Agreement may be executed in counterparts, including fax or electronic copies, each of which will be considered an original, but which together will constitute one and the same agreement.

e) Notices. All notices hereunder shall be in writing, delivered personally, by certified or registered mail, return receipt requested, or by overnight courier, and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, postage prepaid, or deposited with the overnight courier, addressed as follows:

i. If to the Hospital: ____________________________________ ____________________________________ ____________________________________ Attn: _______________________________

ii. If to Castle: Castle Medical, LLC 5700 Highlands Parkway SE, Suite 100 Smyrna, Georgia 30082 Attn: Scott Damron

f) Waiver. A waiver by either Party of a breach or failure to perform hereunder shall not constitute a waiver of any subsequent breach or failure.

g) Captions. The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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h) Assignment and Binding Effect. A Party may assign this Agreement only with the other Party’s prior written consent. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and upon their respective heirs, representatives, successors, and permitted assigns.

i) Changes in Law. In the event of any legislative or regulatory change or determination, whether federal or state, that, in the written opinion of a Party’s attorney, has had or likely will have a material adverse impact on either Party in connection with the performance of its obligations hereunder, then this Agreement shall be renegotiated to comply with the then current law. If the Parties are unable to renegotiate this Agreement to comply with the then current law within thirty (30) days of receipt of a written notice by one Party to the other, then the Party that gave written notice shall have the right to terminate this Agreement as if a breach had occurred, all in accordance with Section 5 hereof. Neither Party shall make or receive any payment under this Agreement that would be prohibited by federal or state law.

j) Referrals. No payment made or received under this Agreement is in return for the referral of patients or in return for the purchasing, leasing, or ordering of any good, service, item, or product for which payment may be made in whole or in part under Medicare, Medicaid, or other Federal health care program.

k) Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement, Castle shall not, under any circumstances, be liable to the Hospital or any third party for consequential, incidental, special, or exemplary damages arising out of or related to the transactions contemplated hereunder, whether in an action based on contract, tort (including negligence or strict liability) or any other legal theory, including but not limited to loss of business, even if Castle is apprised of the likelihood of such damages occurring.

[Signatures appear on the following page.]

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[Signature Page to Marketing and Consulting Service Agreement] LEGAL02/36134651v3

SIGNATURE PAGE

THE PARTIES HERETO have executed this Agreement as of the day and year first above written.

HOSPITAL

Signature: ________________________

Printed Name: ________________________

Title: ________________________

CASTLE MEDICAL, LLC

Signature: ________________________

Printed Name: ________________________

Title: ________________________

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APPENDIX A

Marketing and Promotion Services

Based on FTE/month devoted to marketing and promoting Hospital Laboratory’s outreach services

Maybe success fee after Xth test ordered by a physician for a non-patient – may a viable argument that by that time, Castle is far removed from “arranging for” referral and physician has made own choice to use Hospital Laboratory

The cost of providing phlebotomists and/or collectors

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APPENDIX B

Clinical Laboratory Services Furnished by Castle Laboratory

Schedule of tests Hospital Laboratory will refer to Castle Laboratory with purchase price

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APPENDIX C

Laboratory Operations Consulting Services

Monthly retainer for specific tasks – possibly for defined time period within Initial Term of Agreement - OR

Menu of specific tasks (e.g., billing P&Ps; written marketing and service offering strategy and plan) and associated prices for successful completion of each task

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APPENDIX D

HIPAA Business Associate Addendum

THIS HIPAA BUSINESS ASSOCIATE ADDENDUM (the “Addendum”) is entered into by and between CASTLE MEDICAL, LLC (“Business Associate”), and _________________________ (the “Covered Entity”). The effective date of this Addendum is the Effective Date of the Service Agreement defined below.

This Addendum supplements that certain Marketing and Consulting Services Agreement between Business Associate and Covered Entity (the “Services Agreement”). Pursuant to the Service Agreement, Business Associate may perform functions or activities on behalf of Covered Entity involving the use and/or disclosure of protected health information received from, or created or received by, Business Associate on behalf of Covered Entity (“PHI”). To the extent Business Associate is functioning as a business associate to Covered Entity, Business Associate and Covered Entity agree to the following terms and conditions:

1. Definitions and Regulatory References. For purposes of this Addendum, the terms used

herein, whether or not capitalized, unless otherwise specifically defined, shall have the same meanings as used in the Health Insurance Portability and Accountability Act of 1996, and any amendments or implementing regulations (“HIPAA”, inclusive of the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Part 160 and 164), and the Health Information Technology for Economic and Clinical Health Act (Title XIII of the American Recovery and Reinvestment Act of 2009), and any amendments or implementing regulations (“HITECH”). A reference in this Addendum to any provision of a law or regulation means the provision as then in effect, amended, or implemented via regulation.

2. Compliance with Applicable Law. The parties acknowledge and agree that Business

Associate shall comply with its obligations under this Addendum and with all obligations of a business associate under HIPAA, HITECH, and other related laws and regulations, as they exist at the time this Addendum is executed and as they are amended, for so long as this Addendum is in place. Pursuant to HITECH §§ 13401(a) and 13404(a) and the HIPAA implementing regulations, the security and privacy standard applicable to a covered entity are also applicable to Business Associate, and all HITECH provisions that are applicable to Business Associate are incorporated herein by this reference.

3. General Limitation on Uses and Disclosures of PHI. Business Associate shall not use

or disclose PHI in any manner that is not permitted or required by the Services Agreement, this Addendum, or by law. Business Associate may also not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R. Part 164 of HIPAA if done by Covered Entity, except, Business Associate may use or disclose PHI for Business Associate’s own management and administration and legal responsibilities or for data aggregation services.

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4. Permissible Use and Disclosure of Protected Health Information. Business Associate may only use and disclose PHI as permitted or required by the Services Agreement, this Addendum, or by law.

5. General Limitation on Uses and Disclosures of PHI. Business Associate may only use

and disclose PHI as permitted or required by the Services Agreement, this Addendum, or by law. Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R. Part 164 of HIPAA if done by Covered Entity, except that Business Associate may use or disclose PHI for Business Associate’s own management and administration and legal responsibilities or for data aggregation services.

6. Uses and Disclosures for Management and Administration. Business Associate may

use and disclose PHI: (i) for its own proper management and administration; and/or (ii) to carry out its legal responsibilities.

7. Data Aggregation Services. Business Associate may use and further disclose PHI to

provide data aggregation services as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). 8. De-Identified Data. Business Associate may use PHI to de-identify the PHI in

accordance with 45 C.F.R. §§ 164.502(d) and 164.514(a)-(c). 9. Minimum Necessary. All uses and disclosures of, and requests by, Business Associate,

for PHI are subject to the minimum necessary rule of the HIPAA Privacy Rules. 10. Required Safeguards To Protect PHI. Business Associate agrees that it will implement

appropriate safeguards in accordance with the HIPAA Privacy and Security Rules to prevent the use or disclosure of PHI other than pursuant to the terms and conditions of this Addendum. In doing so, without limitation, Business Associate shall comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI.

11. Reporting of Improper Uses and Disclosures of PHI and Security Incidents. Business

Associate shall promptly report to Covered Entity any security incident, or any use or disclosure of PHI which is not provided for in this Addendum or is otherwise violative of HIPAA, of which it becomes aware. This provision applies regardless of whether such unauthorized use or disclosure was by Business Associate, its officers, directors, employees, agents, subcontractors, or by any third party. For purposes of this Addendum, a “security incident” shall not include a request-response utility used to determine whether a specific Internet Protocol [IP] address, or host, exists or is accessible (i.e., a “ping”).

12. Reporting of Breaches of Unsecured PHI. Business Associate shall promptly report to

Covered Entity a Breach of Unsecured PHI, in accordance with 45 C.F.R. §§ 164.400-414.

13. Mitigation of Harmful Effects. Business Associate agrees to mitigate, to the extent

practicable, any harmful effect of an unauthorized use or disclosure of PHI by Business

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Associate in violation of the requirements of this Addendum or HIPAA. 14. Business Associate Agreements Required With Third Parties. Business Associate

shall enter into a written agreement with any agent or subcontractor of Business Associate that will have access to PHI, or who will create, receive, maintain, or transmit PHI on behalf of Business Associate. Pursuant to such written agreement and 45 C.F.R. §§ 164.502(e)(1)(ii) and 164.308(b)(2), the agent or subcontractor shall agree to be bound by the same restrictions, terms, conditions, and requirements that apply to Business Associate under this Addendum with respect to such PHI.

15. Access to Information. Promptly upon a request by Covered Entity, Business Associate shall make available PHI maintained by Business Associate in a Designated Record Set, to Covered Entity, as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.524. In the event any individual delivers directly to Business Associate a request for access to PHI, Business Associate shall promptly forward such request to Covered Entity. Unless otherwise required by law, the term “Designated Record Set,” for the purposes of this Addendum, shall not include any information in the possession of Business Associate that is the same as information in the possession of Covered Entity (information shall be considered the same information even if the information is held in a different format, medium or presentation or it has been standardized). Business Associate may charge Covered Entity a reasonable fee for such access.

16. Availability of PHI for Amendment. Promptly upon the receipt of a request from

Covered Entity, Business Associate shall make any amendment(s) to PHI maintained by Business Associate in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.526. In the event any individual delivers directly to Business Associate a request for amendment to PHI, Business Associate shall promptly forward such request to Covered Entity.

17. Access and Amendment Responsibility. Pursuant to HIPAA, in the event that Business

Associate maintains PHI in a Designated Record Set, the parties agree that Covered Entity will have the responsibility to handle, track and maintain records of all requests by individuals to access or amend such PHI. Business Associate, as a business associate of Covered Entity, will not have any responsibility to handle, track and maintain records of any such requests except as set forth above or in the Services Agreement.

18. Documentation and Accounting of Disclosures. Business Associate shall maintain, and

make available promptly upon a request by Covered Entity, the information required to provide an accounting of disclosures, to Covered Entity, as necessary to satisfy Covered Entity’s obligations under 45 C.F.R. § 164.528. In the event the request for an accounting is delivered directly to Business Associate, Business Associate shall promptly forward such request to Covered Entity. Unless otherwise required by changed HIPAA regulations or the Services Agreement, in response to a request from an individual for an accounting

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of disclosures from an electronic health record maintained or hosted by Business Associate, Covered Entity shall provide the individual with an accounting of disclosures in accordance with HITECH § 13405(c)(3)(A). Unless otherwise required by changed HIPAA regulations or the Services Agreement, with respect to Business Associate, Covered Entity may not elect to provide an individual with Business Associate’s name and contact information under HITECH § 13405(c)(3)(B).

19. Business Associate Performing Covered Entity’s Obligations (If Applicable). To the

extent that Business Associate is required by this Addendum or the Service Agreement to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate must comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s).

20. Availability of Books and Records. Business Associate hereby agrees to make its

internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with HIPAA.

21. Term and Termination. The Term of this Addendum shall be effective as of the effective

date of the underlying Services Agreement, and shall terminate on the termination or expiration of the last of the underlying Services Agreement, or on the date Covered Entity terminates this Addendum as authorized below, whichever is sooner.

Covered Entity may: (i) immediately terminate this Addendum if Covered Entity reasonably determines that Business Associate has violated a material term of HIPAA or this Addendum; or (ii) at Covered Entity’s option, Covered Entity may permit Business Associate to cure or end any such violation within the reasonable period of time specified by Covered Entity.

22. Effect of Termination of Addendum. Upon the termination or expiration of this

Addendum for any reason, Business Associate, with respect to PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall do the following:

(a) Retain only that PHI which is necessary for Business Associate to continue its

proper management and administration or to carry out its legal responsibilities or for which it is not feasible for Business Associate to return or destroy;

(b) Return to Covered Entity, or, if agreed to by Covered Entity, destroy, other remaining PHI that the Business Associate still maintains in any form, recorded on any medium, or stored in any storage system;

(c) Continue to use appropriate safeguards and comply with Subpart C of 45 C.F.R. Part 164 with respect to electronic PHI to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains the PHI;

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(d) Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set forth in this Addendum which applied prior to termination; and

(e) Return to Covered Entity, or, if agreed to by Covered Entity, destroy, the PHI retained by Business Associate when it is feasible to do so and the PHI is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities.

Business Associate shall remain bound by the provisions of this Addendum, which shall survive even after termination or expiration of the Services Agreement or Addendum.

23. Covered Entity Obligations.

(a) Covered Entity shall notify Business Associate of any limitation(s) in the notice of

privacy practices of Covered Entity under 45 C.F.R. § 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.

(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.

(c) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 C.F.R. §164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.

(d) Covered Entity shall not request for Business Associate to use or disclose PHI in any manner that would not be permissible under Subpart E of 45 C.F.R. Part 164 if done by Covered Entity, except that Business Associate may use or disclose PHI for data aggregation or management and administration and legal responsibilities of Business Associate.

24. Third Party Rights. The terms of this Addendum do not grant any rights to any parties

other than Business Associate and Covered Entity. 25. Independent Contractor Status. For the purposed of this Addendum, Business Associate

is an independent contractor of Covered Entity. 26. Changes in the Law. The parties agree that, with no further action required by the parties,

this Addendum shall be deemed automatically amended to include and incorporate amendments or revisions to HIPAA and/or HITECH, so that the parties remain in compliance with such amendments or revisions. All references to regulations or provisions of HIPAA and/or HITECH herein shall be deemed to also refer to any amendment or revision thereto and/or to any successor regulation.

If, as a result of any amendments or revisions to HIPAA and/or HITECH, both parties determine that modifications to the terms of this Addendum: (i) may not be deemed to be

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automatically incorporated into this Addendum; and (ii) are strictly required by HIPAA or HITECH to be reduced to writing; the parties agree to take such action as is necessary to enter into a mutually acceptable amendment to this Addendum that addresses solely the legal changes that are required to be reduced to writing. The parties agree that this Addendum may only be modified by mutual written amendment, signed by both parties, effective on the date set forth in the amendment. Neither party has the right to unilaterally amend or alter the provisions of this Addendum.

27. Interpretation and Conflicts. Any ambiguity in this Addendum shall be interpreted to permit

compliance with HIPAA and HITECH. If there is any direct conflict between the Services Agreement and this Addendum, the terms and conditions of this Addendum shall control. BUSINESS ASSOCIATE:

Castle Medical, LLC

By: Name: Title: COVERED ENTITY:

By: Name: Title: