A Medical Corporation


 


HOSPITALIST
PARTICIPATION SERVICE AGREEMENT


 


This HOSPITALIST
PARTICIPATION SERVICE AGREEMENT (“Agreement”) is made and entered into this 1st day of May, 2009 by and
between ApolloMed Hospitalists, A Medical Corporation (Group), a California professional corporation located at P.O. Box 4555,
Glendale, CA 91222 and Adrian C. Vazquez, a physician (Provider), having its principal place of business at 1420 S. Central Ave,
Glendale, CA 91202.


 


RECITALS


 


WHEREAS, Group intends
to enter into agreements with, but not limited to, Independent Physician Associations (IPA’s), private community physicians
(Physicians) and contracted hospitals (Hospital(s)) for the provision of inpatient medical services to persons enrolled as Enrollees
(Enrollees) of IPA’s or patients assigned to group as attending physician or consultant by Physician(s) or Hospital(s).


 


WHEREAS, Group and Provider
desire to enter into a contract whereby Provider agrees to provide Covered Inpatient Intensive Medicine Services on behalf of
Group to Enrollees of IPA’s or patients assigned to group as a locum tenens attending physician or consultant by, but not
limited to, Hospital(s) and Physician(s) which contract with Group.


 


NOW, THEREFORE, in consideration
of the mutual covenants and promises contained herein, the parties agree as follows:


 


RETENTION
OF PROVIDER


 


		1.	Provider
                                                                                                shall, at all times, be deemed
                                                                                                an, employee. It is the express
                                                                                                intention of the parties that
                                                                                                Provider is an employee, agent,
                                                                                                owner, joint venturer and partner
                                                                                                of Group. Both parties acknowledge
                                                                                                that Provider is an employee for
                                                                                                any and all purposes, including
                                                                                                state and federal tax withholdings
                                                                                                and that: (1) Provider will not
                                                                                                incur business expenses that are
                                                                                                not reimbursed by the Group except
                                                                                                as otherwise expressly stated
                                                                                                in this Agreement, (3) Provider
                                                                                                will exercise independent discretion
                                                                                                in and control the performance
                                                                                                of services that Provider renders
                                                                                                pursuant to this Agreement, and
                                                                                                (4) Group may supply Provider
                                                                                                with the tools and instrumentalities
                                                                                                used in the performance of such
                                                                                                services at Group’s discretion.
                                                                                                This Agreement is primarily to
                                                                                                achieve the result of the service
                                                                                                Provider will render, not the
                                                                                                means by which the service will
                                                                                                be accomplished.



 






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		2.	Provider
                                                                                                will devote high professional
                                                                                                standards and very good effort
                                                                                                and attention to the performance
                                                                                                of services pursuant to this Agreement.
                                                                                                Provider will use good judgment,
                                                                                                adhere to high ethical standards,
                                                                                                and avoid situations that create
                                                                                                an actual or perceived conflict
                                                                                                between Provider’s interests
                                                                                                and the interests of Group. While
                                                                                                providing services to Group, Provider
                                                                                                will respect Group’s procedures
                                                                                                and policies so as not to create
                                                                                                unsafe situations, hinder Group’s
                                                                                                patient, employee or vendor relations,
                                                                                                expose Group to undue risks or
                                                                                                losses or cause dissension among
                                                                                                the Group’s employees.



 


		3.	Provider
                                                                                                agrees to indemnify Group and
                                                                                                all of its officers, directors,
                                                                                                employees, shareholders, and agents
                                                                                                and hold them all harmless for
                                                                                                any injuries, damages, or losses
                                                                                                (including reasonable attorney’s
                                                                                                fees and legal costs) to Provider
                                                                                                or to Provider’s agents
                                                                                                or employees arising from or relating
                                                                                                to this Agreement. Provider further
                                                                                                agrees to indemnify Group, and
                                                                                                all of its officers, directors,
                                                                                                employees, shareholders and agents,
                                                                                                free and hold them all harmless
                                                                                                from and against any and all claims,
                                                                                                demands, damages or liabilities
                                                                                                (including reasonable attorney’s
                                                                                                fees and legal costs) of Group
                                                                                                arising from or relating to the
                                                                                                performance by Provider and Provider’s
                                                                                                agents and employees of Provider’s
                                                                                                obligations and duties pursuant
                                                                                                to this Agreement.



 


ARTICLE
I


SERVICES
TO BE PERFORMED BY PROVIDER


 


Provider agrees to be
available to provide and/or arrange coverage for Covered


Inpatient Intensive Medicine
Services to Enrollees of IPA’s, or patients assigned to group as attending physician by Hospital(s) or Physician(s) on an
as-needed basis. Said Covered Inpatient Intensive Medicine Services as referenced in Exhibit “A” shall be provided
to Enrollees of each and every IPA which has (1) contracted with the Group and (2) has accepted Group to provide Covered Inpatient
Intensive Medicine Services to its Enrollees and to patients assigned to Group as attending physician by Hospital(s) or Physician(s).
Provider agrees to provide said Covered Inpatient Intensive Medicine Services at Group’s Participating Hospitals as referenced
in Exhibit “B”. IPA’s contracted with Group are listed in Exhibit “C.”


 


ARTICLE
II


REPRESENTATIONS


 


GROUP hereby warrants
and represents that it is a California medical professional corporation that is in good standing with the California Secretary
of State.


 


PROVIDER hereby warrants
and represents that he or she is duly licensed to practice medicine in the State of California and is in good standing with the
Medical Board of California. Provider further warrants and represents that he or she is currently either Board Certified or Board
Eligible, and that for the duration of this Agreement shall remain in good standing with the Medical Board of California and with
the medical staff of the Primary Hospital(s) with privileges in Inpatient Intensive Medicine. 


 



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ARTICLE
III


COMPENSATION


 


Group shall compensate
Provider for Covered Inpatient Intensive Medicine Services as referenced in Exhibit A at an annualized rate of four hundred fiftteen
thousand Dollars ($415,000.00) per year, where three hundred sixty thousand Dollars ($360,000.00) are payable as a taxable and
direct salary in bimonthly installments and prorated on a daily basis for any portion of a month in which the terms of this Agreement
do not apply or have been suspended by agreement of the Parties or terminated pursuant to the termination provisions of this Agreement
and the remaining fifty five thousand Dollars ($55,000.00) as nontaxable benefits, paid either directly from Group or remitted
to Group by Provider for costs incurred on a monthly basis, for the purpose of carrying out and performing duties related to employment
with Group which include the following: (1) automobile expenses including (a) automobile lease (b) gasoline and (c) automobile
repairs and maintenance, (2) meals, (3) travel expenses including (a) automobile rental (b) airline fees and (c) hotels, (4) communication
expenses including (a) cellular phone and accessories and (b) cellular phone fees. In the event the amount of nontaxable benefits
incurred by Provider is less than the fifty five thousand Dollars ($55,000.00) allocated to Provider by Group, Group shall pay
the difference to Provider as a taxable salary at the end of the calendar year and prorated on a daily basis for any portion of
the year in which the terms of this Agreement do not apply or have been suspended by agreement of the Parties or terminated pursuant
to the termination provisions of this Agreement. In the event the amount of nontaxable benefits incurred by Provider is greater
than the fifty five thousand Dollars ($55,000.00) allocated to Provider by Group, Group shall convert said amount to a loan against
Provider which shall be repaid by Provider to Group within the following quarter in the form of bimonthly deductions from Provider’s
expected salary. In addition to the aforementioned compensation, Group shall compensate Provider fifty percent (80%) of collections
for revenues generated by Provider in excess of the aforementioned annualized compensation of Four Hundred Fifteen Thousand Dollars
($415,000.00) in the twelve (12) month period corresponding with Group’s fiscal year. Provider shall be paid this additional
compensation within sixty days after such collections are reasonably calculable after the end of the Group’s fiscal year.
As Provider is an employee, agent, owner, joint venturer and partner of Group, it is understood that Provider may at times be
required to perform additional services, due to acquisition of new contracts or modifications of existing contracts, which may
not be part of or in excess of those services agreed upon in current Agreement; changes to current Agreement describing said changes
in Groups current contracts and method of compensation to Provider for additional services provided may be amended or modified
only by a written document signed by both parties hereto.


 



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ARTICLE
IV


OBLIGATIONS
OF GROUP


 


		1.	Group
                                                                                                will secure throughout the entire
                                                                                                term of this Agreement a policy
                                                                                                of professional malpractice liability
                                                                                                insurance on behalf of Provider
                                                                                                with an insurance company admitted
                                                                                                and licensed in the State of California.
                                                                                                The minimum coverage amount must
                                                                                                be One Million Dollars ($1,000,000)
                                                                                                per claim and Three Million Dollars
                                                                                                ($3,000,000) in the annual aggregate.
                                                                                                Group shall supply evidence of
                                                                                                current insurance upon the Provider’s
                                                                                                demand at any time. Should Provider
                                                                                                elect to obtain such coverage
                                                                                                through an insurance other than
                                                                                                that arranged by the Group, Group
                                                                                                will remit the costs of the premiums
                                                                                                on a monthly basis to the Provider
                                                                                                as invoiced to Group by the Provider.



 


		2.	Group
                                                                                                also agrees to maintain or purchase
                                                                                                a tail policy for a period of
                                                                                                not less than five (5) years following
                                                                                                the effective termination date
                                                                                                of the foregoing policy. Said
                                                                                                tail policy shall have the same
                                                                                                policy limits as the primary professional
                                                                                                liability policy. Should Provider
                                                                                                elect to obtain such coverage
                                                                                                through an insurance other than
                                                                                                that arranged by the Group, Group
                                                                                                shall fully reimburse Provider
                                                                                                for the cost of said tail policy.



 


		3.	Group
                                                                                                will secure throughout the entire
                                                                                                term of this Agreement a policy
                                                                                                of health insurance on behalf of Provider
                                                            with an insurance company admitted and licensed in the State of California.
                                                            Said insurance policy shall provide coverage for Provider and all
                                                            his dependents at no additional cost to Provider. Group shall supply
                                                            evidence of current insurance upon the Provider’s demand at
                                                            any time. Should Provider elect to obtain such coverage through an
                                                            insurance other than that arranged by the Group, Group will remit
                                                            the costs of the premiums on a monthly basis to the Provider as invoiced
                                                            to Group by the Provider.






 


		4.	Group will secure throughout the
                                                              entire term of this Agreement a policy of disability insurance and
                                                              on behalf of Provider with an insurance company admitted and licensed
                                                              in the State of California. The minimum coverage shall be in the
                                                              amount equal to Provider’s current salary. Group shall supply
                                                              evidence of current insurance upon the Provider’s demand at
                                                              any time. Should Provider elect to obtain such coverage through
                                                              an insurance other than that arranged by the Group, Group will remit
                                                              the costs of the premiums on a monthly basis to the Provider as
                                                              invoiced to Group by the Provider.



 


		5.	Group
                                                                                                will secure throughout the entire
                                                                                                term of this Agreement a policy
                                                                                                of term life insurance on behalf
                                                                                                of Provider with an insurance
                                                                                                company admitted and licensed
                                                                                                in the State of California. The
                                                                                                minimum coverage shall be in the
                                                                                                amount of one million dollars
                                                                                                ($1,000,000). Group shall supply
                                                                                                evidence of current insurance
                                                                                                upon the Provider’s demand
                                                                                                at any time. Should Provider elect
                                                                                                to obtain such coverage through
                                                                                                an insurance other than that arranged
                                                                                                by the Group, Group will remit
                                                                                                the costs of the premiums on a
                                                                                                monthly basis to the Provider
                                                                                                as invoiced to Group by the Provider.






  



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ARTICLE
V


OBLIGATIONS
OF PROVIDER


 


		1.	During
                                                                                                the entire term of this Agreement,
                                                                                                Provider shall remain in good
                                                                                                standing of the medical staff
                                                                                                of the Primary Hospital(s) as
                                                                                                referenced in Exhibit “B”
                                                                                                with privileges in Inpatient Intensive
                                                                                                Medicine. Loss of such medical
                                                                                                staff membership or loss, impairment,
                                                                                                suspension or reduction in privileges
                                                                                                shall result in immediate termination
                                                                                                of this Agreement.



 


		2.	Provider
                                                                                                shall advise Group of each malpractice
                                                                                                claim filed against Provider and
                                                                                                each settlement or judgment of
                                                                                                malpractice within fifteen (15)
                                                                                                days following said filing, settlement,
                                                                                                or judgment. Provider represents
                                                                                                and warrants that no claims of
                                                                                                malpractice have been made against
                                                                                                Provider except as previously
                                                                                                indicated in writing to the Group.



 


		3.	Provider
                                                                                                has agreed to provide Covered
                                                                                                Inpatient Intensive Medical Services
                                                                                                as referenced in Exhibit “A,”
                                                                                                Exhibit “B,” and Exhibit
                                                                                                “C.”



 


		4.	Provider
                                                                                                shall maintain active licenses
                                                                                                and DEA numbers in the State of
                                                                                                California. Group shall pay all
                                                                                                associated licensing fees and
                                                                                                expenses. Provider may also maintain
                                                                                                active or inactive licenses in
                                                                                                other states at Provider’s
                                                                                                sole expense.



	 	 	 
		5.	Provider
                                                                                                shall cooperate with independent
                                                                                                quality review and improvement
                                                                                                organization activities pertaining
                                                                                                to provision of services. Provider
                                                                                                shall comply with M+CO medical
                                                                                                policies, quality assurance programs
                                                                                                and medical management programs.
                                                                                                Provider shall fully cooperate
                                                                                                with and adhere to Medicare's
                                                                                                appeals, expedited appeals and
                                                                                                expedited review procedures for
                                                                                                M+CO Members, including gathering
                                                                                                and forwarding information on
                                                                                                appeals to M+CO as necessary.



	 	 	 
		6.	Provider
                                                                                                shall abide by all standards specified
                                                                                                by the Healthcare Facilities Accreditation
                                                                                                Program (the “HFAP”)
                                                                                                or the Joint Commission on Accreditation
                                                                                                of Healthcare Organizations (“JCAHO”)
                                                                                                (whichever is applicable), or
                                                                                                any comparable deemed status organization
                                                                                                in the current accreditation manual
                                                                                                for hospitals and all regulations
                                                                                                set forth in Title 22, Division
                                                                                                5 of the California Code of Regulations,
                                                                                                with respect to the provision
                                                                                                of the Services.



	 	 	 
		7.	As
                                                                                                to those patients assigned to
                                                                                                Provider, Provider shall:



	 	 	 
		(a)	Timely
                                                                                               assess all newly admitted patients
                                                                                               in accordance with the following
                                                                                               timelines:



 






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(1) Admissions to Units
Other Than ICU – In accordance with existing hospital policy, unless the clinical status of the patient warrants an earlier
assessment;


 


(2) Admission to ICU -
In accordance with existing hospital policy, unless the clinical status of the patient warrants an earlier assessment; and


 


(3) Emergency
Department – Within thirty (30) minutes of request from Emergency Department.


 


		(b)	Communicate
                                                                                               with the patient’s Primary
                                                                                               Care Physician, where applicable,
                                                                                               regarding the patient’s medical
                                                                                               condition and treatment plan within
                                                                                               twenty-four (24) hours of admission,
                                                                                               at least every forty-eight (48)
                                                                                               hours during the patient’s
                                                                                               inpatient stay, and within twenty-four
                                                                                               (24) hours of discharge.



	 	 	 
		(c)	Provide
                                                                                               encounter data on all services
                                                                                               rendered at Hospital as requested
                                                                                               by Hospital;



	 	 	 
		(d)	Communicate
                                                                                               with Hospital’s Case Management
                                                                                               Staff on a daily basis regarding
                                                                                               the patient’s medical condition,
                                                                                               treatment plan, and discharge status;



	 	 	 
		(e)	Obtain
                                                                                               consultations with specialists
                                                                                               and other members of the Medical
                                                                                               Staff as may be required by the
                                                                                               patient’s medical condition.



	 	 	 
		(f)	Cooperate
                                                                                               in promptly transitioning care
                                                                                               back to the Patient’s primary
                                                                                               care physician upon discharge,
                                                                                               by, among other things:



 


		(1)	Preparing discharge instructions
(i.e., the discharge sheet) to be faxed or submitted to the primary care physician on the day of discharge; and



 


		(2)	Timely completing the discharge
summary, as required by hospital rules.



 


		8.	Provide
                                                                                                consultations to those staff physicians
                                                                                                who have elected to admit patients
                                                                                                to the Hospital.



	 	 	 
		9.	In
                                                                                                the event a patient requests his/her
                                                                                                own primary care physician, Provider
                                                                                                will provide such care as may
                                                                                                be immediately required under
                                                                                                the circumstances, and shall promptly
                                                                                                call and inform the primary care
                                                                                                physician of the patient’s
                                                                                                request.



 






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ARTICLE
VI


CONFIDENTIALITY/NONDISCLOSURE


 


		1.	Provider
                                                                                                understands that, in connection
                                                                                                with his or her engagement with
                                                                                                Group, he or she may receive,
                                                                                                produce, or otherwise be exposed
                                                                                                to trade secrets, Group Information
                                                                                                and/or Confidential Information,
                                                                                                in addition to all information
                                                                                                Group receives from others under
                                                                                                an obligation of confidentiality.



 


		2.	Provider
                                                                                                acknowledges that trade secrets,
                                                                                                Group Information and Confidential
                                                                                                Information are the sole, exclusive
                                                                                                and extremely valuable property
                                                                                                of Group. Accordingly, Provider
                                                                                                agrees to segregate all trade
                                                                                                secrets, Group Information and/or
                                                                                                Confidential Information from
                                                                                                information of other companies
                                                                                                and agrees not to reproduce any
                                                                                                trade secrets, Group Information
                                                                                                and/or Confidential Information
                                                                                                without Group’s prior written
                                                                                                consent, not to use trade secrets,
                                                                                                Group Information and/or Confidential
                                                                                                Information except in the performance
                                                                                                of this Agreement, and not to
                                                                                                divulge all or any part of any
                                                                                                trade secrets, Group Information
                                                                                                and/or Confidential Information
                                                                                                in any form to any third party,
                                                                                                either during or after the term
                                                                                                of this Agreement. Upon termination
                                                                                                or expiration of this Agreement
                                                                                                for any reason, Provider agrees
                                                                                                to cease using and to return to
                                                                                                Group all whole and partial copies
                                                                                                and derivatives of any trade secrets,
                                                                                                Group Information and/or Confidential
                                                                                                Information, whether in Provider’s
                                                                                                possession or under Provider’s
                                                                                                direct or indirect control, including
                                                                                                any computer access codes and/or
                                                                                                nodes.






 


		3.	Provider
                                                                                                shall not disclose or otherwise
                                                                                                make available to Group in any
                                                                                                manner any confidential and proprietary
                                                                                                information received by Provider
                                                                                                from third parties. Provider warrants
                                                                                                that his or her performance of
                                                                                                all the terms of this Agreement
                                                                                                does not and will not breach any
                                                                                                agreement entered into by Provider
                                                                                                with any other party, and Provider
                                                                                                agrees not to enter into any agreement,
                                                                                                oral or written, in conflict with
                                                                                                this Agreement. In addition, Provider
                                                                                                recognizes that Group has proprietary
                                                                                                information subject to a duty
                                                                                                on Group’s part to maintain
                                                                                                the confidentiality of such information
                                                                                                and to use such information only
                                                                                                for certain limited purposes.
                                                                                                Provider agrees that he or she
                                                                                                owes to Group and such third parties,
                                                                                                during the term of the Provider’s
                                                                                                relationship with Group and thereafter,
                                                                                                regardless for the reason of termination
                                                                                                of the relationship, a duty to
                                                                                                hold all such confidential or
                                                                                                proprietary information in the
                                                                                                strictest of confidence and not
                                                                                                to disclose such information to
                                                                                                any person, Group or corporation
                                                                                                (except as necessary in carrying
                                                                                                our his or her work for Group
                                                                                                consistent with Group’s
                                                                                                agreement with such third party)
                                                                                                or to use such information for
                                                                                                the benefit of anyone other than
                                                                                                for Group or such third party
                                                                                                (consistent with Group’s
                                                                                                agreement with such third party).



 


		4.	Provider
                                                                                                shall comply with all state, federal
                                                                                                and other government requirements
                                                                                                regarding medical records, including
                                                                                                requirements regarding completion
                                                                                                of records, retention of records,
                                                                                                access to records, confidentiality
                                                                                                of records, and submission of
                                                                                                reports, including but not limited
                                                                                                to HIPAA. Attached as Exhibit
                                                                                                “D” and incorporated
                                                                                                herein by reference, is Group’s
                                                                                                HIPAA privacy policy. As a condition
                                                                                                of and in consideration for this
                                                                                                Agreement, Provider shall execute
                                                                                                and be subject to Group’s
                                                                                                HIPAA Business Associate Agreement,
                                                                                                attached as Exhibit “E.”



 






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		5.	The
                                                                                                provisions of this Article shall
                                                                                                remain enforceable regardless
                                                                                                of any termination of the Agreement.



 


ARTICLE
VII


RESTRICTION
ON SOLICITATION


 


Provider shall not, for
as long as Provider is providing services to Hospital hereunder and for a period of six months after the termination of this Agreement,
directly or indirectly, promote, participate, or engage in any business activity that would interfere with the performance of
Group’s business. By way of example only and not by way of limitation, Provider shall not solicit, attempt to solicit, or
cause to be solicited any customers or clients of Group, nor will Provider solicit, attempt to solicit, or cause to be solicited
any employees, agents or independent contractors of Group to cease their relationship with Group. The parties expressly acknowledge
that remedies at law shall be deemed to be inadequate for any breach of any of the covenants of this section, and Group shall
be entitled to injunctive relief in addition to any other remedies it may have in law or in equity in the event of such breach.
This section shall remain enforceable regardless of any termination of the Agreement.


 


ARTICLE
VIII


INDEMNIFICATION


 


Provider hereby indemnifies
and holds harmless Group and its directors, officers, employees, shareholders and agents from and against any claim, loss, damage,
cost, expense (including reasonable attorney’s fees) or liability arising out of or related to the performance or non-performance
by Provider of any services to be performed or


provided by Provider under
this Agreement, as well as all other acts or omissions of Provider. This and all other indemnification provisions in the Agreement
shall remain enforceable regardless of any termination of the Agreement.


 


ARTICLE
IX


MISCELLANEOUS


 


		1.	This
                                                                                                Agreement reflects the entirety
                                                                                                of the Agreement of the Parties
                                                                                                and may be amended or modified
                                                                                                only by a written document signed
                                                                                                by both parties hereto.



 


		2.	All
                                                                                                notices required by this Agreement
                                                                                                shall be sufficient if delivered
                                                                                                in writing by United States mail,
                                                                                                postage prepaid and return receipt
                                                                                                requested, addressed to the party
                                                                                                at the addresses set forth above.



 


		3.	The
                                                                                                rights and benefits of Group under
                                                                                                this Agreement shall be fully
                                                                                                assignable and transferable, and
                                                                                                all provisions herein shall inure
                                                                                                to the benefit of and be enforceable
                                                                                                by or against its successors and
                                                                                                assigns.






 






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		4.	Nothing
                                                                                                contained in this Agreement shall
                                                                                                be construed to permit assignment
                                                                                                by Provider of any rights under
                                                                                                this Agreement and any such assignment
                                                                                                is expressly prohibited. Group
                                                                                                may assign its rights and obligations
                                                                                                under this Agreement.



 


		5.	If
                                                                                                any provision in this Agreement
                                                                                                is held by a court or arbitrator
                                                                                                of competent jurisdiction to be
                                                                                                invalid, void, or unenforceable,
                                                                                                the remaining provisions will
                                                                                                nevertheless continue in full
                                                                                                force without being impaired or
                                                                                                invalidated in any way.



 


		6.	In
                                                                                                case of enforcement action arising
                                                                                                under or related to this Agreement,
                                                                                                the prevailing party shall be
                                                                                                entitled to reasonable attorney’s
                                                                                                fees, costs, and necessary disbursements
                                                                                                in addition to any other relief
                                                                                                to which he or she may be entitled.
                                                                                                This provision shall be construed
                                                                                                as applicable to the entire Agreement.



 


		7.	This
                                                                                                Agreement will be governed by
                                                                                                and construed in accordance with
                                                                                                the laws of the State of California.



 


		8.	Provider
                                                                                                acknowledges that he or she had
                                                                                                the opportunity to consult an
                                                                                                attorney regarding the terms of
                                                                                                this Agreement and has either
                                                                                                received or waived such advice.



 


		9.	This
                                                                                                Agreement may be executed in separate
                                                                                                counterparts, each of which is
                                                                                                deemed to be an original and all
                                                                                                of which taken together constitute
                                                                                                one and the same Agreement.



  



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ARTICLE X


VOLUNTARY
AND OPTIONAL AGREEMENT TO ARBITRATE DISPUTES


 


Any controversy or claim
arising out of or relating to this Agreement, or breach thereof, shall be settled by binding arbitration pursuant to the following
terms and conditions, which shall remain enforceable regardless of any termination of the Agreement:


 


1.            Voluntary
Agreement.


 


The
purpose of arbitration is to resolve any disputes in a timely, fair and individualized manner. Provider’s agreement to Arbitrate
is not a mandatory condition of this Agreement, and if Provider rescinds his or her acceptance of the agreement to Arbitrate within
the time specified below, this Article shall not be enforceable. At the written request of either Party, the Parties agree to
consider, in good faith, any reasonable proposal to modify or amend the terms proposed by the other Party, or previously agreed
upon in writing by the Parties. Provider is free to consult an attorney of his or her choice in connection with this process.
If the Provider wishes to rescind his or her acceptance of the agreement to Arbitrate, he or she may do so at any time within
30 days of signing the Agreement by delivering and maintaining proof of delivery (such as a return receipt of certified mailing)
of a signed written notice to the Group that Provider’s acceptance of the agreement to arbitrate pursuant to this Article
has been rescinded. In the absence of a written, mutually executed amendment, this Article shall set forth the full and complete
agreement between the Parties concerning the matters addressed within the scope of this Article and shall supersede all prior
oral or written agreements concerning these matters.


 


2.            Covered
Disputes.


 


These
arbitration provisions shall apply to any claim or dispute alleging liability that arises from or relates to this Agreement, including,
but not limited to, claims of wrongful employment termination, breach of contract, respondeat superior or vicarious liability,
harassment or discrimination in employment, disputes concerning wage laws that are applicable only to employees, and all other
similar employment relationship, contract, and principle-agent claims. The Arbitrator selected by the Parties shall be solely
responsible for resolving any disputes over the interpretation or application of this Arbitration Agreement. Any arbitrable claims
that, standing alone, would not be subject to these arbitration provisions shall be included within the scope of these standards
if they arise from the same transaction or occurrence as claims that are independently subject to these arbitration provisions.  


 



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3.            Dispute
Resolution Procedures.


 


The
parties agree that each of them shall attempt to provide timely notice to the other party of any actual or perceived claim against
the other and that they shall attempt to informally resolve any dispute that arises between them.


 


If
a dispute cannot be resolved informally, the parties agree that it shall be submitted to final and binding arbitration before
a single neutral arbitrator (the “Arbitrator”), selected from the then-current panel of the American Arbitration Association
(“AAA”) that is most appropriate for the nature of the dispute as determined by mutual agreement of the parties or,
if such agreement cannot be reached, by AAA. Except as otherwise expressly provided in this Agreement, the arbitration shall be
conducted in accordance with the AAA Rules corresponding to the nature of the dispute. Should the nature of the dispute be deemed
to fall within the Employment Rules, the Employment Rules of the AAA shall apply except as otherwise expressly provided by this
Agreement. The AAA Employment Rules are attached as Exhibit “D.” Other than in conjunction with a properly instituted
arbitration, the parties shall not be required to adhere to mediation procedures prescribed by any AAA Rules except upon mutual
agreement.


 


Except
as otherwise expressly provided in this Agreement, the interpretation, scope and enforcement of these arbitration provisions and
all procedural issues shall be governed by the procedural and substantive provisions of the Federal Arbitration Act, 9 U.S.C.
§ 1 et seq. (the “FAA”), the federal decisional law construing the FAA, and the AAA Rules, provided the
AAA Rules do not conflict with the FAA. In the event of a conflict, the terms of this Article and the FAA will prevail over the
AAA Rules.


 


The
arbitration fees incurred pursuant to these arbitration provisions will be borne as determined by the AAA Rules, unless the Employment
Rules apply, in which case they shall be paid exclusively by the Group. Except as otherwise permitted by law and awarded by the
arbitrator, each party shall bear her, his, or its own attorney fees and costs. In submitting their disputes to final and binding
resolution by the Arbitrator, THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL OR COURT TRIAL.


 


4.            Small
Claims Procedures.


 


If
either Party asserts that a dispute involves an amount in controversy that is too small to warrant resolution by standard arbitration
procedures, the claim may be resolved by a summary small claims procedure (the “Small Claims Procedure”). The Parties
shall meet and confer to agree on whether the use of a Small Claims Procedure is appropriate in light of the nature and amount
of the claim and, if so, what dispute resolution procedures are most appropriate. To the extent the Parties are unable to agree,
the Arbitrator shall decide whether and to what extent a Small Claims Procedure shall apply. The Small Claims Procedure may involve
relaxed rules of evidence, the use of broad principles of equity in place of strict application of law, telephonic hearings, and
such other economic procedures as the Arbitrator deems appropriate under the circumstances of the dispute and consistent with
due process. In no event, however, shall the Arbitrator utilize a Small Claims Procedure for a dispute involving a claim in excess
of $50,000.


 






    	Page 11 of 53



    	 



    
 


5.            Claims
of Non-Parties Excluded From Arbitration.


 


The
Parties wish to resolve any disputes between them in an individualized, informal, timely, and inexpensive manner and to eliminate,
to the maximum extent possible, any resort to litigation in a court of law. Consequently, the Arbitrator shall not consolidate
or combine the resolution of any claim or dispute between the Parties pursuant to these arbitration provisions with the resolution
of any claim by any other party or parties, including but not limited to any other actual or claimed employee of the Group. Nor
shall the Arbitrator have the authority to certify a class under Federal Rule of Civil Procedure Rule 23, analogous state rules,
or AAA rules pertaining to class arbitration, and the Arbitrator shall not decide claims on behalf of any other party or parties.


 


ARTICLE
XI


TERM
OF AGREEMENT


 


This Agreement will become
effective on the 1st day of January, 2009, and shall be effective for a period of twelve (12) months thereafter, unless sooner
terminated pursuant to the terms of this Agreement. This Agreement shall automatically be renewed for successive periods of twelve
(12) months, each on the same terms and conditions contained herein, unless sooner terminated pursuant to the terms of the Agreement.


 


ARTICLE
XII


TERMINATION
OF THE AGREEMENT


 


Notwithstanding any other
provision of this Agreement to the contrary, Group shall have the right to terminate this Agreement for cause. In the event Provider
is terminated by the Group for cause, termination shall be effective immediately following the giving of notice of termination
by Group. For purposes of this section, cause shall include, but shall not be limited to, the following:


 


		1.	Provider
                                                                                                repeatedly denies Covered Medical
                                                                                                Services to Enrollees inappropriately,
                                                                                                as determined by the Group.



 


		2.	Provider
                                                                                                repeatedly fails to comply with
                                                                                                Group’s quality improvement
                                                                                                and utilization management policies
                                                                                                and accessibility and availability
                                                                                                standards.



 


		3.	Provider
                                                                                                fails to comply with Obligations
                                                                                                as referenced in Article IV.



 


		4.	Provider
                                                                                                breaches any other term of this
                                                                                                Agreement.



 






    	Page 12 of 53



    	 



    



 


		5.	Loss,
                                                                                                restriction or suspension of Provider’s
                                                                                                professional license to practice
                                                                                                medicine in the State of California.



 


		6.	Provider’s
                                                                                                suspension or exclusion from the
                                                                                                Medicare program.



 


		7.	Provider
                                                                                                violates the State Medical Practice
                                                                                                Act.



 


		8.	Provider’s
                                                                                                services place the safety of patients
                                                                                                in imminent jeopardy.



 


		9.	Provider
                                                                                                is convicted of a felony or crime
                                                                                                or moral turpitude under State
                                                                                                or Federal law.



 


		10.	Provider
                                                                                                 violates ethical and professional
                                                                                                 codes of conduct of the workplace
                                                                                                 as specified under State and
                                                                                                 Federal law.



 


		11.	Provider’s
                                                                                                 medical staff privileges at any
                                                                                                 Primary Hospital are revoked,
                                                                                                 cancelled, suspended or limited.



 


		12.	Provider
                                                                                                                   work product
                                                                                                                   is unsatisfactory
                                                                                                                   as measured
                                                                                                                   by criteria
                                                                                                                   set in the
                                                                                                                   discretion
                                                                                                                   of the Group.



 


Notwithstanding any other
provision in this Agreement to the contrary, this Agreement may be terminated by Group, at any time, without cause, by the giving
of ninety (90) days prior written notice to Provider.


 


Notwithstanding any other
provision in this Agreement to the contrary, this Agreement may be terminated by Provider, at any time, without cause, by the
giving of ninety (90) days prior written notice to Group.


 


Notwithstanding anything
to the contrary contained in this Agreement, this Agreement may be terminated at any time by mutual written consent of the parties
to this Agreement.


 


Notwithstanding any other
provision of this Agreement, in the event that any IPA contracting with Group notifies Group that said IPA wishes to remove Group
from the IPA’s roster of participating physicians, Group shall have the right to terminate this Agreement by the giving
of ninety (90) days prior written notice to Provider. 


 


ENTIRE
AGREEMENT


 


This Agreement constitutes
the entire agreement between the Group and Provider with respect to matters relating to Provider’s retention, and it supersedes
all previous oral or written communications, representations, or agreements between the parties. 


 



    	Page 13 of 53



    	 



    



 


THIS AGREEMENT
CONTAINS PROVISIONS FOR THE ARBITRATION OF DISPUTES AND WAIVER OF THE RIGHT TO TRIAL BY JURY OR COURT.


 


Executed
at Glendale, California on May 1, 2009.


 


	GROUP:	 	PROVIDER:
	 	 	 	 	 
	By:	/s/ Warren
    Hosseinion, M.D.	 	By:	/s/ Adrian
    Vazquez
	(Signature)	 	(Signature)
	 	 	 	 	 
	 	Warren Hosseinion, M.D.	 	 	Adrian C. Vazquez, M.D.
	 	Chief Executive Officer	 	 	 
	 	ApolloMed Hospitalists	 	 	 


 



    	Page 14 of 53



    	 



    

 


EXHIBIT
A


 


Provider
shall be responsible for the following duties:


 


		1.	Medical
                                                                                                Admissions (elective, urgent,
                                                                                                emergent)



 


		2.	Surgical
                                                                                                Admissions (elective, urgent,
                                                                                                emergent)



 


		3.	Transfers:
                                                                                                Out-of-Area and Out-of-Network
                                                                                                (medical or surgical)



 


		4.	The
                                                                                                Provider will need to communicate
                                                                                                verbally with every patient’s
                                                                                                primary care physician within
                                                                                                24 hours of admission and on the
                                                                                                day of discharge.



 


		5.	Visit
                                                                                                all patients daily, including
                                                                                                TCU (transitional care unit) patients.



 


		6.	Provider
                                                                                                will need to dictate all H&P’s
                                                                                                within 24 hours of admission and
                                                                                                all discharge summaries on the
                                                                                                day of discharge.



 


		7.	Discussion
                                                                                                of cases with families.



 


		8.	Conferring
                                                                                                with discharge planner, UR nurse,
                                                                                                UR coordinator, medical directors,
                                                                                                case managers, or UR directors.



 


		9.	The
                                                                                                Medical Director and/or designee
                                                                                                reserves the right to request
                                                                                                involvement of Provider on any
                                                                                                patient for which the Group is
                                                                                                contracted to provide inpatient
                                                                                                services to.



 


		10.	Provider
                                                                                                 must be available, telephonically
                                                                                                 or by pager, at all times to
                                                                                                 Medical Director and/or designee,
                                                                                                 and to all other Group physicians,
                                                                                                 even when Provider is not on-call.



 


		12.	Provider
                                                                                                 will completely enter all patient
                                                                                                 information and Encounter Data,
                                                                                                 including but not limited to,
                                                                                                 Daily Visit Codes and Billing
                                                                                                 Codes, into the ApolloMed web-based
                                                                                                 database on a daily basis. Provider
                                                                                                 may enter this data either on
                                                                                                 a desktop computer or via a PDA
                                                                                                 phone. Provider shall be responsible
                                                                                                 for providing these duties to
                                                                                                 all patients for which Group
                                                                                                 is contracted to provide inpatient
                                                                                                 services to, at the Participating
                                                                                                 Hospitals as referenced in Exhibit
                                                                                                 B and Exhibit C.
	 	 	 




    	Page 15 of 53



    	 



    

 


EXHIBIT
B


 


PARTICIPATING
HOSPITALS


 


As
determined by ApolloMed Hospitalists, Inc.


  


[REMAINDER
OF PAGE INTENTIONALLY BLANK]


 



    	Page 16 of 53



    	 



    

 


EXHIBIT
C


 


IPA’s/Groups
Contracted with ApolloMed Hospitalists


 


As
determined by ApolloMed Hospitalists, Inc.


 



    	Page 17 of 53



    	 



    

 


EXHIBIT
D


AMERICAN
ARBITRATION ASSOCIATION EMPLOYMENT RULES


 


Employment
Arbitration Rules and Mediation Procedures


 


1. Applicable Rules of Arbitration


 


The parties shall be deemed to have
made these rules a part of their arbitration agreement whenever they have provided for arbitration by the American Arbitration
Association (hereinafter "AAA") or under its Employment Arbitration Rules and Mediation Procedures or for arbitration
by the AAA of an employment dispute without specifying particular rules*. If a party establishes that an adverse material inconsistency
exists between the arbitration agreement and these rules, the arbitrator shall apply these rules.


 


If, within 30 days after the AAA's
commencement of administration, a party seeks judicial intervention with respect to a pending arbitration and provides the AAA
with documentation that judicial intervention has been sought, the AAA will suspend administration for 60 days to permit the party
to obtain a stay of arbitration from the court. These rules, and any amendment of them, shall apply in the form in effect at the
time the demand for arbitration or submission is received by the AAA.


 


* The National Rules for the
Resolution of Employment Disputes have been re-named the Employment Arbitration Rules and Mediation Procedures. Any
arbitration agreements providing for arbitration under its National Rules for the Resolution of Employment Disputes shall
be administered pursuant to these Employment Arbitration Rules and Mediation Procedures.


 


2. Notification


 


An employer intending to incorporate
these rules or to refer to the dispute resolution services of the AAA in an employment ADR plan, shall, at least 30 days prior
to the planned effective date of the program:


 


		i.	notify
                                                                                                  the Association of its intention
                                                                                                  to do so and,



		ii.	provide
                                                                                                   the Association with a copy
                                                                                                   of the employment dispute resolution
                                                                                                   plan.



 


Compliance with this requirement
shall not preclude an arbitrator from entertaining challenges as provided in Section 1. If an employer does not comply with this
requirement, the Association reserves the right to decline its administrative services.


 


3. AAA as Administrator of the Arbitration


 


When parties agree to arbitrate
under these rules, or when they provide for arbitration by the AAA and an arbitration is initiated under these rules, they thereby
authorize the AAA to administer the arbitration. The authority and duties of the AAA are prescribed in these rules, and may be
carried out through such of the AAA's representatives as it may direct. The AAA may, in its discretion, assign the administration
of an arbitration to any of its offices.


 






    	Page 18 of 53



    	 



    
 


4. Initiation of Arbitration


 


Arbitration shall be initiated in
the following manner.


 


		a.	The
                                                                                                  parties may submit a joint request
                                                                                                  for arbitration.



		b.	In
                                                                                                  the absence of a joint request
                                                                                                  for arbitration:



		i.	The
                                                                                                  initiating party (hereinafter
                                                                                                  "Claimant[s]") shall:



		1.	File
                                                                                                  a written notice (hereinafter
                                                                                                  "Demand") of its intention
                                                                                                  to arbitrate at any office of
                                                                                                  the AAA, within the time limit
                                                                                                  established by the applicable
                                                                                                  statute of limitations. Any
                                                                                                  dispute over the timeliness
                                                                                                  of the demand shall be referred
                                                                                                  to the arbitrator. The filing
                                                                                                  shall be made in duplicate,
                                                                                                  and each copy shall include
                                                                                                  the applicable arbitration agreement.
                                                                                                  The Demand shall set forth the
                                                                                                  names, addresses, and telephone
                                                                                                  numbers of the parties; a brief
                                                                                                  statement of the nature of the
                                                                                                  dispute; the amount in controversy,
                                                                                                  if any; the remedy sought; and
                                                                                                  requested hearing location.



		2.	Simultaneously
                                                                                                  provide a copy of the Demand
                                                                                                  to the other party (hereinafter
                                                                                                  "Respondent[s]").



		3.	Include
                                                                                                  with its Demand the applicable
                                                                                                  filing fee, unless the parties
                                                                                                  agree to some other method of
                                                                                                  fee advancement.



		ii.	The
                                                                                                   Respondent(s) may file an Answer
                                                                                                   with the AAA within 15 days
                                                                                                   after the date of the letter
                                                                                                   from the AAA acknowledging
                                                                                                   receipt of the Demand. The
                                                                                                   Answer shall provide the Respondent's
                                                                                                   brief response to the claim
                                                                                                   and the issues presented. The
                                                                                                   Respondent(s) shall make its
                                                                                                   filing in duplicate with the
                                                                                                   AAA, and simultaneously shall
                                                                                                   send a copy of the Answer to
                                                                                                   the Claimant. If no answering
                                                                                                   statement is filed within the
                                                                                                   stated time, Respondent will
                                                                                                   be deemed to deny the claim.
                                                                                                   Failure to file an answering
                                                                                                   statement shall not operate
                                                                                                   to delay the arbitration.



		iii.	The
                                                                                                    Respondent(s):



		1.	May
                                                                                                  file a counterclaim with the
                                                                                                  AAA within 15 days after the
                                                                                                  date of the letter from the
                                                                                                  AAA acknowledging receipt of
                                                                                                  the Demand. The filing shall
                                                                                                  be made in duplicate. The counterclaim
                                                                                                  shall set forth the nature of
                                                                                                  the claim, the amount in controversy,
                                                                                                  if any, and the remedy sought.



		2.	Simultaneously
                                                                                                  shall send a copy of any counterclaim
                                                                                                  to the Claimant.



		3.	Shall
                                                                                                  include with its filing the
                                                                                                  applicable filing fee provided
                                                                                                  for by these rules.



		iv.	The
                                                                                                   Claimant may file an Answer
                                                                                                   to the counterclaim with the
                                                                                                   AAA within 15 days after the
                                                                                                   date of the letter from the
                                                                                                   AAA acknowledging receipt of
                                                                                                   the counterclaim. The Answer
                                                                                                   shall provide Claimant's brief
                                                                                                   response to the counterclaim
                                                                                                   and the issues presented. The
                                                                                                   Claimant shall make its filing
                                                                                                   in duplicate with the AAA,
                                                                                                   and simultaneously shall send
                                                                                                   a copy of the Answer to the
                                                                                                   Respondent(s). If no answering
                                                                                                   statement is filed within the
                                                                                                   stated time, Claimant will
                                                                                                   be deemed to deny the counterclaim.
                                                                                                   Failure to file an answering
                                                                                                   statement shall not operate
                                                                                                   to delay the arbitration.



 






    	Page 19 of 53



    	 



    
 





		c.	The
                                                                                                  form of any filing in these
                                                                                                  rules shall not be subject to
                                                                                                  technical pleading requirements.



 


5. Changes of Claim


 


Before the appointment of the arbitrator,
if either party desires to offer a new or different claim or counterclaim, such party must do so in writing by filing a written
statement with the AAA and simultaneously provide a copy to the other party(s), who shall have 15 days from the date of such transmittal
within which to file an answer with the AAA. After the appointment of the arbitrator, a party may offer a new or different claim
or counterclaim only at the discretion of the arbitrator.


 


6. Jurisdiction


 


		a.	The
                                                                                                  arbitrator shall have the power
                                                                                                  to rule on his or her own jurisdiction,
                                                                                                  including any objections with
                                                                                                  respect to the existence, scope
                                                                                                  or validity of the arbitration
                                                                                                  agreement.



		b.	The
                                                                                                  arbitrator shall have the power
                                                                                                  to determine the existence or
                                                                                                  validity of a contract of which
                                                                                                  an arbitration clause forms
                                                                                                  a part. Such an arbitration
                                                                                                  clause shall be treated as an
                                                                                                  agreement independent of the
                                                                                                  other terms of the contract.
                                                                                                  A decision by the arbitrator
                                                                                                  that the contract is null and
                                                                                                  void shall not for that reason
                                                                                                  alone render invalid the arbitration
                                                                                                  clause.



		c.	A
                                                                                                  party must object to the jurisdiction
                                                                                                  of the arbitrator or to the
                                                                                                  arbitrability of a claim or
                                                                                                  counterclaim no later than the
                                                                                                  filing of the answering statement
                                                                                                  to the claim or counterclaim
                                                                                                  that gives rise to the objection.
                                                                                                  The arbitrator may rule on such
                                                                                                  objections as a preliminary
                                                                                                  matter or as part of the final
                                                                                                  award.



 


7. Administrative and Mediation
Conferences


 


Before the appointment of the arbitrator,
any party may request, or the AAA, in its discretion, may schedule an administrative conference with a representative of the AAA
and the parties and/or their representatives. The purpose of the administrative conference is to organize and expedite the arbitration,
explore its administrative aspects, establish the most efficient means of selecting an arbitrator, and to consider mediation as
a dispute resolution option. There is no administrative fee for this service.


 


At any time after the filing of
the Demand, with the consent of the parties, the AAA will arrange a mediation conference under its Mediation Procedures to facilitate
settlement. The mediator shall not be any arbitrator appointed to the case, except by mutual written agreement of the parties.
There is no administrative fee for initiating a mediation under AAA Mediation Procedures for parties to a pending arbitration.


 






    	Page 20 of 53



    	 



    
 


8. Arbitration Management Conference


 


As promptly as practicable after
the selection of the arbitrator(s), but not later than 60 days thereafter, an arbitration management conference shall be held
among the parties and/or their attorneys or other representatives and the arbitrator(s). Unless the parties agree otherwise, the
Arbitration Management Conference will be conducted by telephone conference call rather than in person. At the Arbitration Management
Conference the matters to be considered shall include, without limitation


 


		i.	the
                                                                                                  issues to be arbitrated;



		ii.	the
                                                                                                   date, time, place, and estimated
                                                                                                   duration of the hearing;



		iii.	the
                                                                                                    resolution of outstanding
                                                                                                    discovery issues and establishment
                                                                                                    of discovery parameters;



		iv.	the
                                                                                                   law, standards, rules of evidence,
                                                                                                   and burdens of proof that are
                                                                                                   to apply to the proceeding;



		v.	the
                                                                                                  exchange of stipulations and
                                                                                                  declarations regarding facts,
                                                                                                  exhibits, witnesses, and other
                                                                                                  issues;



		vi.	the
                                                                                                   names of witnesses (including
                                                                                                   expert witnesses), the scope
                                                                                                   of witness testimony, and witness
                                                                                                   exclusion;



		vii.	the
                                                                                                    value of bifurcating the arbitration
                                                                                                    into a liability phase and
                                                                                                    damages phase;



		viii.	the
                                                                                                     need for a stenographic record;



		ix.	whether
                                                                                                   the parties will summarize
                                                                                                   their arguments orally or in
                                                                                                   writing;



		x.	the
                                                                                                  form of the award;



		xi.	any
                                                                                                   other issues relating to the
                                                                                                   subject or conduct of the arbitration;



		xii.	the
                                                                                                    allocation of attorney's fees
                                                                                                    and costs;



		xiii.	the
                                                                                                     specification of undisclosed
                                                                                                     claims;



		xiv.	the
                                                                                                    extent to which documentary
                                                                                                    evidence may be submitted
                                                                                                    at the hearing;



		xv.	the
                                                                                                   extent to which testimony may
                                                                                                   be admitted at the hearing
                                                                                                   telephonically, over the internet,
                                                                                                   by written or video-taped deposition,
                                                                                                   by affidavit, or by any other
                                                                                                   means;



		xvi.	any
                                                                                                    disputes over the AAA's determination
                                                                                                    regarding whether the dispute
                                                                                                    arose from an individually-negotiated
                                                                                                    employment agreement or contract,
                                                                                                    or from an employer-promulgated
                                                                                                    plan (see Costs of Arbitration
                                                                                                    section).



 


The arbitrator shall issue oral
or written orders reflecting his or her decisions on the above matters and may conduct additional conferences when the need arises.


 


There is no AAA administrative fee
for an Arbitration Management Conference.


 


9. Discovery


 


The arbitrator shall have the authority
to order such discovery, by way of deposition, interrogatory, document production, or otherwise, as the arbitrator considers necessary
to a full and fair exploration of the issues in dispute, consistent with the expedited nature of arbitration.


 


The AAA does not require notice
of discovery related matters and communications unless a dispute arises. At that time, the parties should notify the AAA of the
dispute so that it may be presented to the arbitrator for determination.


 






    	Page 21 of 53



    	 



    



 


10. Fixing of Locale (the city,
county, state, territory, and/or country of the arbitration)


 


If the parties disagree as to the
locale, the AAA may initially determine the place of arbitration, subject to the power of the arbitrator(s), after their appointment
to make a final determination on the locale. All such determinations shall be made having regard for the contentions of the parties
and the circumstances of the arbitration.


 


11. Date, Time, and Place (the physical
site of the hearing within the designated locale) of Hearing


 


The arbitrator shall set the date,
time, and place for each hearing. The parties shall respond to requests for hearing dates in a timely manner, be cooperative in
scheduling the earliest practicable date, and adhere to the established hearing schedule. The AAA shall send a notice of hearing
to the parties at least 10 days in advance of the hearing date, unless otherwise agreed by the parties.


 


12. Number, Qualifications, and
Appointment of Neutral Arbitrators


 


		a.	If
                                                                                                  the arbitration agreement does
                                                                                                  not specify the number of arbitrators
                                                                                                  or the parties do not agree
                                                                                                  otherwise, the dispute shall
                                                                                                  be heard and determined by one
                                                                                                  arbitrator.



		b.	Qualifications



		i.	Neutral
                                                                                                  arbitrators serving under these
                                                                                                  rules shall be experienced in
                                                                                                  the field of employment law.



		ii.	Neutral
                                                                                                   arbitrators serving under these
                                                                                                   rules shall have no personal
                                                                                                   or financial interest in the
                                                                                                   results of the proceeding in
                                                                                                   which they are appointed and
                                                                                                   shall have no relation to the
                                                                                                   underlying dispute or to the
                                                                                                   parties or their counsel that
                                                                                                   may create an appearance of
                                                                                                   bias.



		iii.	The
                                                                                                    roster of available arbitrators
                                                                                                    will be established on a non-discriminatory
                                                                                                    basis, diverse by gender,
                                                                                                    ethnicity, background, and
                                                                                                    qualifications.



		iv.	The
                                                                                                   AAA may, upon request of a
                                                                                                   party within the time set to
                                                                                                   return their list or upon its
                                                                                                   own initiative, supplement
                                                                                                   the list of proposed arbitrators
                                                                                                   in disputes arising out of
                                                                                                   individually-negotiated employment
                                                                                                   contracts with persons from
                                                                                                   the Commercial Roster, to allow
                                                                                                   the AAA to respond to the particular
                                                                                                   need of the dispute. In multi-arbitrator
                                                                                                   disputes, at least one of the
                                                                                                   arbitrators shall be experienced
                                                                                                   in the field of employment
                                                                                                   law.



		c.	If
                                                                                                  the parties have not appointed
                                                                                                  an arbitrator and have not provided
                                                                                                  any method of appointment, the
                                                                                                  arbitrator shall be appointed
                                                                                                  in the following manner:



		i.	Shortly
                                                                                                  after it receives the Demand,
                                                                                                  the AAA shall send simultaneously
                                                                                                  to each party a letter containing
                                                                                                  an identical list of names of
                                                                                                  persons chosen from the Employment
                                                                                                  Dispute Resolution Roster. The
                                                                                                  parties are encouraged to agree
                                                                                                  to an arbitrator from the submitted
                                                                                                  list and to advise the AAA of
                                                                                                  their agreement.



		ii.	If
                                                                                                   the parties are unable to agree
                                                                                                   upon an arbitrator, each party
                                                                                                   to the dispute shall have 15
                                                                                                   days from the transmittal date
                                                                                                   in which to strike names objected
                                                                                                   to, number the remaining names
                                                                                                   in order of preference, and
                                                                                                   return the list to the AAA.
                                                                                                   If a party does not return
                                                                                                   the list within the time specified,
                                                                                                   all persons named therein shall
                                                                                                   be deemed acceptable.



 






    	Page 22 of 53



    	 



    
 





		iii.	From
                                                                                                    among the persons who have
                                                                                                    been approved on both lists,
                                                                                                    and in accordance with the
                                                                                                    designated order of mutual
                                                                                                    preference, the AAA shall
                                                                                                    invite the acceptance of an
                                                                                                    arbitrator to serve. If the
                                                                                                    parties fail to agree on any
                                                                                                    of the persons named, or if
                                                                                                    acceptable arbitrators are
                                                                                                    unable to act, or if for any
                                                                                                    other reason the appointment
                                                                                                    cannot be made from the submitted
                                                                                                    list, the AAA shall have the
                                                                                                    power to make the appointment
                                                                                                    from among other members of
                                                                                                    the panel without the submission
                                                                                                    of additional lists.



 


13. Party Appointed Arbitrators


 


		a.	If
                                                                                                  the agreement of the parties
                                                                                                  names an arbitrator or specifies
                                                                                                  a method of appointing an arbitrator,
                                                                                                  that designation or method shall
                                                                                                  be followed.



		b.	Where
                                                                                                  the parties have agreed that
                                                                                                  each party is to name one arbitrator,
                                                                                                  the arbitrators so named must
                                                                                                  meet the standards of Section
                                                                                                  R-16 with respect to impartiality
                                                                                                  and independence unless the
                                                                                                  parties have specifically agreed
                                                                                                  pursuant to Section R-16(a)
                                                                                                  that the party-appointed arbitrators
                                                                                                  are to be non-neutral and need
                                                                                                  not meet those standards. The
                                                                                                  notice of appointment, with
                                                                                                  the name, address, and contact
                                                                                                  information of the arbitrator,
                                                                                                  shall be filed with the AAA
                                                                                                  by the appointing party. Upon
                                                                                                  the request of any appointing
                                                                                                  party, the AAA shall submit
                                                                                                  a list of members of the National
                                                                                                  Roster from which the party
                                                                                                  may, if it so desires, make
                                                                                                  the appointment.



		c.	If
                                                                                                  the agreement specifies a period
                                                                                                  of time within which an arbitrator
                                                                                                  shall be appointed and any party
                                                                                                  fails to make the appointment
                                                                                                  within that period, the AAA
                                                                                                  shall make the appointment.



		d.	If
                                                                                                  no period of time is specified
                                                                                                  in the agreement, the AAA shall
                                                                                                  notify the party to make the
                                                                                                  appointment. If within 15 days
                                                                                                  after such notice has been sent,
                                                                                                  an arbitrator has not been appointed
                                                                                                  by a party, the AAA shall make
                                                                                                  the appointment.



 


14. Appointment of Chairperson by
Party-Appointed Arbitrators or Parties


 


		a.	If,
                                                                                                  pursuant to Section R-13, either
                                                                                                  the parties have directly appointed
                                                                                                  arbitrators, or the arbitrators
                                                                                                  have been appointed by the AAA,
                                                                                                  and the parties have authorized
                                                                                                  them to appoint a chairperson
                                                                                                  within a specified time and
                                                                                                  no appointment is made within
                                                                                                  that time or any agreed extension,
                                                                                                  the AAA may appoint the chairperson.



		b.	If
                                                                                                  no period of time is specified
                                                                                                  for appointment of the chairperson
                                                                                                  and the party-appointed arbitrators
                                                                                                  or the parties do not make the
                                                                                                  appointment within 15 days from
                                                                                                  the date of the appointment
                                                                                                  of the last party-appointed
                                                                                                  arbitrator, the AAA may appoint
                                                                                                  the chairperson.



		c.	If
                                                                                                  the parties have agreed that
                                                                                                  their party-appointed arbitrators
                                                                                                  shall appoint the chairperson
                                                                                                  from the National Roster, the
                                                                                                  AAA shall furnish to the party-appointed
                                                                                                  arbitrators, in the manner provided
                                                                                                  in Section R-12, a list selected
                                                                                                  from the National Roster, and
                                                                                                  the appointment of the chairperson
                                                                                                  shall be made as provided in
                                                                                                  that Section.



 






    	Page 23 of 53



    	 



    
 


15. Disclosure


 


		a.	Any
                                                                                                  person appointed or to be appointed
                                                                                                  as an arbitrator shall disclose
                                                                                                  to the AAA any circumstance
                                                                                                  likely to give rise to justifiable
                                                                                                  doubt as to the arbitrator's
                                                                                                  impartiality or independence,
                                                                                                  including any bias or any financial
                                                                                                  or personal interest in the
                                                                                                  result of the arbitration or
                                                                                                  any past or present relationship
                                                                                                  with the parties or their representatives.
                                                                                                  Such obligation shall remain
                                                                                                  in effect throughout the arbitration.



		b.	Upon
                                                                                                  receipt of such information
                                                                                                  from the arbitrator or another
                                                                                                  source, the AAA shall communicate
                                                                                                  the information to the parties
                                                                                                  and, if it deems it appropriate
                                                                                                  to do so, to the arbitrator
                                                                                                  and others.



		c.	In
                                                                                                  order to encourage disclosure
                                                                                                  by arbitrators, disclosure of
                                                                                                  information pursuant to this
                                                                                                  Section R-15 is not to be construed
                                                                                                  as an indication that the arbitrator
                                                                                                  considers that the disclosed
                                                                                                  circumstance is likely to affect
                                                                                                  impartiality or independence.



 


16. Disqualification of Arbitrator


 


		a.	Any
                                                                                                  arbitrator shall be impartial
                                                                                                  and independent and shall perform
                                                                                                  his or her duties with diligence
                                                                                                  and in good faith, and shall
                                                                                                  be subject to disqualification
                                                                                                  for:



		i.	partiality
                                                                                                  or lack of independence,



		ii.	inability
                                                                                                   or refusal to perform his or
                                                                                                   her duties with diligence and
                                                                                                   in good faith, and



		iii.	any
                                                                                                    grounds for disqualification
                                                                                                    provided by applicable law.
                                                                                                    The parties may agree in writing,
                                                                                                    however, that arbitrators
                                                                                                    directly appointed by a party
                                                                                                    pursuant to Section R-13 shall
                                                                                                    be nonneutral, in which case
                                                                                                    such arbitrators need not
                                                                                                    be impartial or independent
                                                                                                    and shall not be subject to
                                                                                                    disqualification for partiality
                                                                                                    or lack of independence.



		b.	Upon
                                                                                                  objection of a party to the
                                                                                                  continued service of an arbitrator,
                                                                                                  or on its own initiative, the
                                                                                                  AAA shall determine whether
                                                                                                  the arbitrator should be disqualified
                                                                                                  under the grounds set out above,
                                                                                                  and shall inform the parties
                                                                                                  of its decision, which decision
                                                                                                  shall be conclusive.



 


17. Communication with Arbitrator


 


		a.	No
                                                                                                  party and no one acting on behalf
                                                                                                  of any party shall communicate
                                                                                                  ex parte with an arbitrator
                                                                                                  or a candidate for arbitrator
                                                                                                  concerning the arbitration,
                                                                                                  except that a party, or someone
                                                                                                  acting on behalf of a party,
                                                                                                  may communicate ex parte with
                                                                                                  a candidate for direct appointment
                                                                                                  pursuant to Section R-13 in
                                                                                                  order to advise the candidate
                                                                                                  of the general nature of the
                                                                                                  controversy and of the anticipated
                                                                                                  proceedings and to discuss the
                                                                                                  candidate's qualifications,
                                                                                                  availability, or independence
                                                                                                  in relation to the parties or
                                                                                                  to discuss the suitability of
                                                                                                  candidates for selection as
                                                                                                  a third arbitrator where the
                                                                                                  parties or party-designated
                                                                                                  arbitrators are to participate
                                                                                                  in that selection.



		b.	Section
                                                                                                  R-17(a) does not apply to arbitrators
                                                                                                  directly appointed by the parties
                                                                                                  who, pursuant to Section R-16(a),
                                                                                                  the parties have agreed in writing
                                                                                                  are non-neutral. Where the parties
                                                                                                  have so agreed under Section
                                                                                                  R-16(a), the AAA shall as an
                                                                                                  administrative practice suggest
                                                                                                  to the parties that they agree
                                                                                                  further that Section R-17(a)
                                                                                                  should nonetheless apply prospectively.



 






    	Page 24 of 53



    	 



    
 





18. Vacancies


 


		a.	If for any reason an arbitrator
                                                                is unable to perform the duties of the office, the AAA may, on
                                                                proof satisfactory to it, declare the office vacant. Vacancies
                                                                shall be filled in accordance with applicable provisions of these
                                                                Rules.






		b.	In the event of a vacancy in a
                                                                panel of neutral arbitrators after the hearings have commenced,
                                                                the remaining arbitrator or arbitrators may continue with the
                                                                hearing and determination of the controversy, unless the parties
                                                                agree otherwise.






		c.	In the event of the appointment
                                                                of a substitute arbitrator, the panel of arbitrators shall determine
                                                                in its sole discretion whether it is necessary to repeat all or
                                                                part of any prior hearings.



 


19. Representation


 


Any party may be represented by
counsel or other authorized representatives. For parties without representation, the AAA will, upon request, provide reference
to institutions which might offer assistance. A party who intends to be represented shall notify the other party and the AAA of
the name and address of the representative at least 10 days prior to the date set for the hearing or conference at which that
person is first to appear. If a representative files a Demand or an Answer, the obligation to give notice of representative status
is deemed satisfied.


 


20. Stenographic Record


 


Any party desiring a stenographic
record shall make arrangements directly with a stenographer and shall notify the other parties of these arrangements at least
three days in advance of the hearing. The requesting party or parties shall pay the cost of the record. If the transcript is agreed
by the parties, or determined by the arbitrator to be the official record of the proceeding, it must be provided to the arbitrator
and made available to the other parties for inspection, at a date, time, and place determined by the arbitrator.


 


21. Interpreters


 


Any party wishing an interpreter
shall make all arrangements directly with the interpreter and shall assume the costs of the service.


 


22. Attendance at Hearings


 


The arbitrator shall have the authority
to exclude witnesses, other than a party, from the hearing during the testimony of any other witness. The arbitrator also shall
have the authority to decide whether any person who is not a witness may attend the hearing.


 






    	Page 25 of 53



    	 



    
 


23. Confidentiality


 


The arbitrator shall maintain the
confidentiality of the arbitration and shall have the authority to make appropriate rulings to safeguard that confidentiality,
unless the parties agree otherwise or the law provides to the contrary.


 


24. Postponements


 


The arbitrator: (1) may postpone
any hearing upon the request of a party for good cause shown; (2) must postpone any hearing upon the mutual agreement of the parties;
and (3) may postpone any hearing on his or her own initiative.


 


25. Oaths


 


Before proceeding with the first
hearing, each arbitrator shall take an oath of office. The oath shall be provided to the parties prior to the first hearing. The
arbitrator may require witnesses to testify under oath administered by any duly qualified person and, if it is required by law
or requested by any party, shall do so.


 


26. Majority Decision


 


All decisions and awards of the
arbitrators must be by a majority, unless the unanimous decision of all arbitrators is expressly required by the arbitration agreement
or by law.


 


27. Dispositive Motions


 


The arbitrator may allow the filing
of a dispositive motion if the arbitrator determines that the moving party has shown substantial cause that the motion is likely
to succeed and dispose of or narrow the issues in the case.


 


28. Order of Proceedings


 


A hearing may be opened by: (1)
recording the date, time, and place of the hearing; (2) recording the presence of the arbitrator, the parties, and their representatives,
if any; and (3) receiving into the record the Demand and the Answer, if any. The arbitrator may, at the beginning of the hearing,
ask for statements clarifying the issues involved.


 


The parties shall bear the same
burdens of proof and burdens of producing evidence as would apply if their claims and counterclaims had been brought in court.


 


Witnesses for each party shall submit
to direct and cross examination.


 


With the exception of the rules
regarding the allocation of the burdens of proof and going forward with the evidence, the arbitrator has the authority to set
the rules for the conduct of the proceedings and shall exercise that authority to afford a full and equal opportunity to all parties
to present any evidence that the arbitrator deems material and relevant to the resolution of the dispute. When deemed appropriate,
the arbitrator may also allow for the presentation of evidence by alternative means including web conferencing, internet communication,
telephonic conferences and means other than an in-person presentation of evidence. Such alternative means must still afford a
full and equal opportunity to all parties to present any evidence that the arbitrator deems material and relevant to the resolution
of the dispute and when involving witnesses, provide that such witness submit to direct and cross-examination.


 






    	Page 26 of 53



    	 



    
 


The arbitrator, in exercising his
or her discretion, shall conduct the proceedings with a view toward expediting the resolution of the dispute, may direct the order
of proof, bifurcate proceedings, and direct the parties to focus their presentations on issues the decision of which could dispose
of all or part of the case.


 


Documentary and other forms of physical
evidence, when offered by either party, may be received in evidence by the arbitrator.


 


The names and addresses of all witnesses
and a description of the exhibits in the order received shall be made a part of the record.


 


29. Arbitration in the Absence of
a Party or Representative


 


Unless the law provides to the contrary,
the arbitration may proceed in the absence of any party or representative who, after due notice, fails to be present or fails
to obtain a postponement. An award shall not be based solely on the default of a party. The arbitrator shall require the party
who is in attendance to present such evidence as the arbitrator may require for the making of the award.


 


30. Evidence


 


The parties may offer such evidence
as is relevant and material to the dispute and shall produce such evidence as the arbitrator deems necessary to an understanding
and determination of the dispute. All evidence shall be taken in the presence of all of the arbitrators and all of the parties,
except where any party or arbitrator is absent, in default, or has waived the right to be present, however "presence"
should not be construed to mandate that the parties and arbitrators must be physically present in the same location.


 


An arbitrator or other person authorized
by law to subpoena witnesses or documents may do so upon the request of any party or independently. The arbitrator shall be the
judge of the relevance and materiality of the evidence offered, and conformity to legal rules of evidence shall not be necessary.
The arbitrator may in his or her discretion direct the order of proof, bifurcate proceedings, exclude cumulative or irrelevant
testimony or other evidence, and direct the parties to focus their presentations on issues the decision of which could dispose
of all or part of the case. All evidence shall be taken in the presence of all of the arbitrators and all of the parties, except
where any party is absent, in default, or has waived the right to be present.


 






    	Page 27 of 53



    	 



    
 


If the parties agree or the arbitrator
directs that documents or other evidence may be submitted to the arbitrator after the hearing, the documents or other evidence
shall be filed with the AAA for transmission to the arbitrator, unless the parties agree to a different method of distribution.
All parties shall be afforded an opportunity to examine such documents or other evidence and to lodge appropriate objections,
if any.


 


31. Inspection


 


Upon the request of a party, the
arbitrator may make an inspection in connection with the arbitration. The arbitrator shall set the date and time, and the AAA
shall notify the parties. In the event that one or all parties are not present during the inspection, the arbitrator shall make
an oral or written report to the parties and afford them an opportunity to comment.


 


32. Interim Measures


 


At the request of any party, the
arbitrator may grant any remedy or relief that would have been available to the parties had the matter been heard in court, as
stated in Rule 39(d), Award.


 


A request for interim measures addressed
by a party to a judicial authority shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to
arbitrate.


 


33. Closing of Hearing


 


The arbitrator shall specifically
inquire of all parties whether they have any further proofs to offer or witnesses to be heard. Upon receiving negative replies
or if satisfied that the record is complete, the arbitrator shall declare the hearing closed.


 


If briefs are to be filed, the hearing
shall be declared closed as of the final date set by the arbitrator for the receipt of briefs. If documents are to be filed as
provided in Rule 30 and the date set for their receipt is later than that set for the receipt of briefs, the later date shall
be the date of closing the hearing. The time limit within which the arbitrator is required to make the award shall commence to
run, in the absence of other agreements by the parties, upon closing of the hearing.


 


34. Reopening of Hearing


 


The hearing may be reopened by the
arbitrator upon the arbitrator's initiative, or upon application of a party for good cause shown, at any time before the award
is made. If reopening the hearing would prevent the making of the award within the specific time agreed on by the parties in the
contract(s) out of which the controversy has arisen, the matter may not be reopened unless the parties agree on an extension of
time. When no specific date is fixed in the contract, the arbitrator may reopen the hearing and shall have 30 days from the closing
of the reopened hearing within which to make an award.


 






    	Page 28 of 53



    	 



    
 


35. Waiver of Oral Hearing


 


The parties may provide, by written
agreement, for the waiver of oral hearings. If the parties are unable to agree as to the procedure, upon the appointment of the
arbitrator, the arbitrator shall specify a fair and equitable procedure.


 


36. Waiver of Objection/Lack of
Compliance with These Rules


 


Any party who proceeds with the
arbitration after knowledge that any provision or requirement of these rules has not been complied with, and who fails to state
objections thereto in writing or in a transcribed record, shall be deemed to have waived the right to object.


 


37. Extensions of Time


 


The parties may modify any period
of time by mutual agreement. The AAA or the arbitrator may for good cause extend any period of time established by these Rules,
except the time for making the award. The AAA shall notify the parties of any extension.


 


38. Serving of Notice


 


		a.	Any papers, notices, or process
                                                                necessary or proper for the initiation or continuation of an arbitration
                                                                under these rules, for any court action in connection therewith,
                                                                or for the entry of judgment on any award made under these rules
                                                                may be served on a party by mail addressed to the party, or its
                                                                representative at the last known address or by personal service,
                                                                in or outside the state where the arbitration is to be held, provided
                                                                that reasonable opportunity to be heard with regard to the dispute
                                                                is or has been granted to the party.






		b.	The AAA, the arbitrator, and the
                                                                parties may also use overnight delivery or electronic facsimile
                                                                transmission (fax), to give the notices required by these rules.
                                                                Where all parties and the arbitrator agree, notices may be transmitted
                                                                by electronic mail (e-mail), or other methods of communication.






		c.	Unless otherwise instructed by
                                                                the AAA or by the arbitrator, any documents submitted by any party
                                                                to the AAA or to the arbitrator shall simultaneously be provided
                                                                to the other party or parties to the arbitration.



 


39. The Award


 


		a.	The award shall be made promptly
                                                                by the arbitrator and, unless otherwise agreed by the parties
                                                                or specified by law, no later than 30 days from the date of closing
                                                                of the hearing or, if oral hearings have been waived, from the
                                                                date of the AAA's transmittal of the final statements and proofs
                                                                to the arbitrator. Three additional days are provided if briefs
                                                                are to be filed or other documents are to be transmitted pursuant
                                                                to Rule 30.






		b.	An award issued under these rules
                                                                shall be publicly available, on a cost basis. The names of the
                                                                parties and witnesses will not be publicly available, unless a
                                                                party expressly agrees to have its name made public in the award.






		c.	The award shall be in writing and
                                                                shall be signed by a majority of the arbitrators and shall provide
                                                                the written reasons for the award unless the parties agree otherwise.
                                                                It shall be executed in the manner required by law.



 






    	Page 29 of 53



    	 



    
 


		d.	The arbitrator may grant any remedy
                                                                or relief that would have been available to the parties had the
                                                                matter been heard in court including awards of attorney's fees
                                                                and costs, in accordance with applicable law. The arbitrator shall,
                                                                in the award, assess arbitration fees, expenses, and compensation
                                                                as provided in Rules 43, 44, and 45 in favor of any party and,
                                                                in the event any administrative fees or expenses are due the AAA,
                                                                in favor of the AAA, subject to the provisions contained in the
                                                                Costs of Arbitration section.






		e.	If the parties settle their dispute
                                                                during the course of the arbitration and mutually request, the
                                                                arbitrator may set forth the terms of the settlement in a consent
                                                                award.






		f.	The parties shall accept as legal
                                                                delivery of the award the placing of the award or a true copy
                                                                thereof in the mail, addressed to a party or its representative
                                                                at the last known address, personal service of the award, or the
                                                                filing of the award in any manner that may be required by law.






		g.	The arbitrator's award shall be
                                                                final and binding.



 


40. Modification of Award


 


Within 20 days after the transmittal
of an award, any party, upon notice to the other parties, may request the arbitrator to correct any clerical, typographical, technical,
or computational errors in the award. The arbitrator is not empowered to redetermine the merits of any claim already decided.
The other parties shall be given 10 days to respond to the request. The arbitrator shall dispose of the request within 20 days
after transmittal by the AAA to the arbitrator of the request and any response thereto. If applicable law requires a different
procedural time frame, that procedure shall be followed.


 


41. Release of Documents for Judicial
Proceedings


 


The AAA shall, upon the written
request of a party, furnish to the party, at that party's expense, certified copies of any papers in the AAA's case file that
may be required in judicial proceedings relating to the arbitration.


 


42. Applications to Court


 


		a.	No judicial proceeding by a party
                                                                relating to the subject matter of the arbitration shall be deemed
                                                                a waiver of the party's right to arbitrate.






		b.	Neither the AAA nor any arbitrator
                                                                in a proceeding under these rules is or shall be considered a
                                                                necessary or proper party in judicial proceedings relating to
                                                                the arbitration.






		c.	Parties to these procedures shall
                                                                be deemed to have consented that judgment upon the arbitration
                                                                award may be entered in any federal or state court having jurisdiction.






		d.	Parties to an arbitration under
                                                                these rules shall be deemed to have consented that neither the
                                                                AAA nor any arbitrator shall be liable to any party in any action
                                                                for damages or injunctive relief for any act or omission in connection
                                                                with any arbitration under these rules.



 






    	Page 30 of 53



    	 



    
 


43. Administrative Fees


 


As a not-for-profit organization,
the AAA shall prescribe filing and other administrative fees to compensate it for the cost of providing administrative services.
The AAA administrative fee schedule in effect at the time the demand for arbitration or submission agreement is received shall
be applicable.


 


AAA fees shall be paid in accordance
with the Costs of Arbitration Section (see pages 45-53).


 


The AAA may, in the event of extreme
hardship on any party, defer or reduce the administrative fees. (To ensure that you have the most current information, see our
website at www.adr.org).


 


44. Neutral Arbitrator's Compensation


 


Arbitrators shall charge a rate
consistent with the arbitrator's stated rate of compensation. If there is disagreement concerning the terms of compensation, an
appropriate rate shall be established with the arbitrator by the AAA and confirmed to the parties.


 


Any arrangement for the compensation
of a neutral arbitrator shall be made through the AAA and not directly between the parties and the arbitrator. Payment of the
arbitrator's fees and expenses shall be made by the AAA from the fees and moneys collected by the AAA for this purpose.


 


Arbitrator compensation shall be
borne in accordance with the Costs of Arbitration section.


 


45. Expenses


 


Unless otherwise agreed by the parties
or as provided under applicable law, the expenses of witnesses for either side shall be borne by the party producing such witnesses.


 


All expenses of the arbitrator,
including required travel and other expenses, and any AAA expenses, as well as the costs relating to proof and witnesses produced
at the direction of the arbitrator shall be borne in accordance with the Costs of Arbitration section.


 


46. Deposits


 


The AAA may require deposits in
advance of any hearings such sums of money as it deems necessary to cover the expenses of the arbitration, including the arbitrator's
fee, if any, and shall render an accounting and return any unexpended balance at the conclusion of the case.


 


47. Suspension for Non-Payment


 


If arbitrator compensation or administrative
charges have not been paid in full, the AAA may so inform the parties in order that one of them may advance the required payment.
If such payments are not made, the arbitrator may order the suspension or termination of the proceedings. If no arbitrator has
yet been appointed, the AAA may suspend or terminate the proceedings.


 






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48. Interpretation and Application
of Rules


 


The arbitrator shall interpret and
apply these rules as they relate to the arbitrator's powers and duties. When there is more than one arbitrator and a difference
arises among them concerning the meaning or application of these Rules, it shall be resolved by a majority vote. If that is not
possible, either an arbitrator or a party may refer the question to the AAA for final decision. All other procedures shall be
interpreted and applied by the AAA.


 


Costs of Arbitration (including
AAA Administrative Fees) 


 


This Costs of Arbitration section
contains two separate and distinct sections. Initially, the AAA shall make an administrative determination as to whether the dispute
arises from an employer-promulgated plan or an individually-negotiated employment agreement or contract.


 


If a party disagrees with the AAA's
determination, the parties may bring the issue to the attention of the arbitrator for a final determination. The arbitrator's
determination will be made on documents only, unless the arbitrator deems a hearing is necessary.


 


For Disputes Arising Out of Employer-Promulgated
Plans*:


 


Arbitrator compensation is not included
as part of the administrative fees charged by the AAA. Arbitrator compensation is based on the most recent biography sent to the
parties prior to appointment. The employer shall pay the arbitrator's compensation unless the employee, post dispute, voluntarily
elects to pay a portion of the arbitrator's compensation. Arbitrator compensation, expenses as defined in section (iv) below,
and administrative fees are not subject to reallocation by the arbitrator(s) except upon the arbitrator's determination that a
claim or counterclaim was filed for purposes of harassment or is patently frivolous.


 


*Pursuant to Section 1284.3 of the
California Code of Civil Procedure, consumers with a gross monthly income of less than 300% of the federal poverty guidelines
are entitled to a waiver of arbitration fees and costs, exclusive of arbitrator fees. This law applies to all consumer agreements
subject to the California Arbitration Act, and to all consumer arbitrations conducted in California. Only those disputes arising
out of employer promulgated plans are included in the consumer definition. If you believe that you meet these requirements, you
must submit to the AAA a declaration under oath regarding your monthly income and the number of persons in your household. Please
contact the AAA's Western Case Management Center at 877.528.0880 if you have any questions regarding the waiver of administrative
fees. (Effective January 1, 2003.)


 


(i) Filing Fees


 


In cases before a single arbitrator,
a nonrefundable filing fee capped in the amount of $150, is payable in full by the employee when a claim is filed, unless the
plan provides that the employee pay less. A nonrefundable fee in the amount of $900 is payable in full by the employer, unless
the plan provides that the employer pay more.


 






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In cases before three or more arbitrators,
a nonrefundable filing fee capped in the amount of $150, is payable in full by the employee when a claim is filed, unless the
plan provides that the employee pay less. A nonrefundable fee in the amount of $1,775 is payable in full by the employer, unless
the plan provides that the employer pay more.


 


There shall be no filing fee charged
for a counterclaim.


 


(ii) Hearing Fees


 


For each day of hearing held before
a single arbitrator, an administrative fee of $300 is payable by the employer.


 


For each day of hearing held before
a multi-arbitrator panel, an administrative fee of $500 is payable by the employer.


 


There is no AAA hearing fee for
the initial Arbitration Management Conference.


 


(iii) Postponement/Cancellation
Fees


 


A fee of $150 is payable by a party
causing a postponement of any hearing scheduled before a single arbitrator.


 


A fee of $250 is payable by a party
causing a postponement of any hearing scheduled before a multi-arbitrator panel.


 


(iv) Hearing Room Rental


 


The hearing fees described above
do not cover the rental of hearing rooms. The AAA maintains hearing rooms in most offices for the convenience of the parties.
Check with the administrator for availability and rates. Hearing room rental fees will be borne by the employer.


 


(v) Abeyance Fee


 


Parties on cases held in abeyance
for one year will be assessed an annual abeyance fee of $300. If a party refuses to pay the assessed fee, the other party or parties
may pay the entire fee on behalf of all parties, otherwise the matter will be administratively closed.


 


(vi) Expenses


 


All expenses of the arbitrator,
including required travel and other expenses, and any AAA expenses, as well as the costs relating to proof and witnesses produced
at the direction of the arbitrator, shall be borne by the employer.


 






    	Page 33 of 53



    	 



    
 


For Disputes Arising Out of Individually-Negotiated
Employment Agreements and Contracts:


 


The AAA's Commercial Fee Schedule,
below, will apply to disputes arising out of individually-negotiable employment agreements and contracts, even if such agreements
and contracts reference or incorporate an employer-promulgated plan.


 


The administrative fees of the AAA
are based on the amount of the claim or counterclaim. Arbitrator compensation is not included as part of the administrative fees
charged by the AAA. Arbitrator compensation is based on the most recent biography sent to the parties prior to appointment. Unless
the parties agree otherwise, arbitrator compensation, and expenses as defined in section (v) below, shall be borne equally by
the parties and are subject to reallocation by the arbitrator in the award.


 


(i) Filing Fees and Case Service
Fees


 


An initial filing fee is payable
in full by the filing party when a claim, counterclaim, or additional claim is filed. A case service fee will be incurred for
all cases that proceed to their first hearing. This fee will be payable in advance at the time that the first hearing is scheduled.
This fee will be refunded at the conclusion of the case if no hearings have occurred. However, if the Association is not notified
at least 24 hours before the time of the scheduled hearing, the case service fee will remain due and will not be refunded.


 


These fees will be billed in accordance
with the following schedule:


 


	Amount of Claim	 	Initial Filing Fee	 	 	Case Service Fee	 
	Above $0 to $10,000	 	$	750	 	 	$	200	 
	Above $10,000 to $75,000	 	$	950	 	 	$	300	 
	Above $75,000 to $150,000	 	$	1,800	 	 	$	750	 
	Above $150,000 to $300,000	 	$	2,750	 	 	$	1,250	 
	Above $300,000 to $500,000	 	$	4,250	 	 	$	1,750	 
	Above $500,000 to $1,000,000	 	$	6,000	 	 	$	2,500	 
	Above $1,000,000 to $5,000,000	 	$	8,000	 	 	$	3,250	 
	Above $5,000,000 to $10,000,000	 	$	10,000	 	 	$	4,000	 
	Above $10,000,000	 	 	*	 	 	 	*	 
	Nonmonetary Claims**	 	$	3,250	 	 	$	1,250	 



 


** This fee is applicable only
when a claim or counterclaim is not for a monetary amount. Where a monetary claim amount is not known, parties will be required
to state a range of claims or be subject to the highest possible filing fee.Fee Schedule for Claims in Excess of $10 MillionThe
following is the fee schedule for use in disputes involving claims in excess of $10 million. If you have any questions, please
consult your local AAA office or case management center.


 






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Fee Schedule for Claims in Excess
of $10 Million


 


The following is the fee schedule
for use in disputes involving claims in excess of $10 million. If you have any questions, please consult your local AAA office
or case management center.


 


	Claim Size	 	Fee	 	Case Service Fee
	$10 million and above	 	Base fee of $ 12,500 plus .01% of the amount of
    claim above $ 10 million.	 	$ 	6,000
	 	 	Filing fees capped at $65,000	 	 	 


 


Fees are subject to increase if
the amount of a claim or counterclaim is modified after the initial filing date. Fees are subject to decrease if the amount of
a claim or counterclaim is modified before the first hearing.


 


The minimum fees for any case having
three or more arbitrators are $2,750 for the filing fee, plus a $1,250 case service fee.


 


(ii) Refund Schedule


 


The AAA offers a refund schedule
on filing fees. For cases with claims up to $75,000, a minimum filing fee of $300 will not be refunded. For all cases, a minimum
fee of $500 will not be refunded. Subject to the minimum fee requirements, refunds will be calculated as follows:


 


»100% of the filing fee, above
the minimum fee, will be refunded if the case is settled or withdrawn within five calendar days of filing.


 


»50% of the filing fee, in
any case with filing fees in excess of $500, will be refunded if the case is settled or withdrawn between six and 30 calendar
days of filing. Where the filing fee is $500, the refund will be $200.


 


»25% of the filing fee will
be refunded if the case is settled or withdrawn between 31 and 60 calendar days of filing.


 


No refund will be made once an arbitrator
has been appointed (this includes one arbitrator on a three-arbitrator panel). No refunds will be granted on awarded cases.


 


Note: The date of receipt of the
demand for arbitration with the AAA will be used to calculate refunds of filing fees for both claims and counterclaims.


 






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(iii) Hearing Room Rental


 


The fees described above do not
cover the rental of hearing rooms. The AAA maintains hearing rooms in most offices for the convenience of the parties. Check with
the AAA for availability and rates.


 


(iv) Abeyance Fee


 


Parties on cases held in abeyance
for one year will be assessed an annual abeyance fee of $300. If a party refuses to pay the assessed fee, the other party or parties
may pay the entire fee on behalf of all parties, otherwise the matter will be administratively closed.


 


(v) Expenses


 


All expenses of the arbitrator,
including required travel and other expenses, and any AAA expenses, as well as the costs relating to proof and witnesses produced
at the direction of the arbitrator, shall be borne equally by the parties.


 


For Disputes Proceeding Under the
Supplementary Rules for Class Action Arbitration ("Supplementary Rules"):


 


The AAA's Administered Fee Schedule,
as listed in Section 11 of the Supplementary Rules for Class Action Arbitration, shall apply to disputes proceeding under the
Supplementary Rules.


 


Optional Rules for Emergency
Measures of Protection 


 


O-1. Applicability


 


Where parties by special agreement
or in their arbitration clause have adopted these rules for emergency measures of protection, a party in need of emergency relief
prior to the constitution of the panel shall notify the AAA and all other parties in writing of the nature of the relief sought
and the reasons why such relief is required on an emergency basis. The application shall also set forth the reasons why the party
is entitled to such relief. Such notice may be given by facsimile transmission, or other reliable means, but must include a statement
certifying that all other parties have been notified or an explanation of the steps taken in good faith to notify other parties.


 


O-2. Appointment of Emergency Arbitrator


 


Within one business day of receipt
of notice as provided in Section O-1, the AAA shall appoint a single emergency arbitrator from a special AAA panel of emergency
arbitrators designated to rule on emergency applications. The emergency arbitrator shall immediately disclose any circumstance
likely, on the basis of the facts disclosed in the application, to affect such arbitrator's impartiality or independence. Any
challenge to the appointment of the emergency arbitrator must be made within one business day of the communication by the AAA
to the parties of the appointment of the emergency arbitrator and the circumstances disclosed.


 






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O-3. Schedule


 


The emergency arbitrator shall as
soon as possible, but in any event within two business days of appointment, establish a schedule for consideration of the application
for emergency relief. Such schedule shall provide a reasonable opportunity to all parties to be heard, but may provide for proceeding
by telephone conference or on written submissions as alternatives to a formal hearing.


 


O-4. Interim Award If after consideration
the emergency arbitrator is satisfied that the party seeking the emergency relief has shown that immediate and irreparable loss
or damage will result in the absence of emergency relief, and that such party is entitled to such relief, the emergency arbitrator
may enter an interim award granting the relief and stating the reasons therefore.


 


O-5. Constitution of the Panel


 


Any application to modify an interim
award of emergency relief must be based on changed circumstances and may be made to the emergency arbitrator until the panel is
constituted; thereafter such a request shall be addressed to the panel. The emergency arbitrator shall have no further power to
act after the panel is constituted unless the parties agree that the emergency arbitrator is named as a member of the panel.


 


O-6. Security


 


Any interim award of emergency relief
may be conditioned on provision by the party seeking such relief of appropriate security.


 


O-7. Special Master


 


A request for interim measures addressed
by a party to a judicial authority shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to
arbitrate. If the AAA is directed by a judicial authority to nominate a special master to consider and report on an application
for emergency relief, the AAA shall proceed as provided in Section O-1 of this article and the references to the emergency arbitrator
shall be read to mean the special master, except that the special master shall issue a report rather than an interim award.


 


O-8. Costs


 


The costs associated with applications
for emergency relief shall be apportioned in the same manner as set forth in the Costs of Arbitration section.


 






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Employment Mediation Procedures


 


1. Agreement of Parties


 


Whenever, by provision in an employment
dispute resolution program, or by separate submission, the parties have provided for mediation or conciliation of existing or
future disputes under the auspices of the American Arbitration Association (hereinafter "AAA") or under these procedures,
they shall be deemed to have made these procedures, as amended and in effect as of the date of the submission of the dispute,
a part of their agreement.


 


2. Initiation of Mediation


 


Any party to an employment dispute
may initiate mediation by filing with the AAA a submission to mediation or a written request for mediation pursuant to these procedures,
together with the applicable administrative fee.


 


3. Request for Mediation


 


A request for mediation shall contain
a brief statement of the nature of the dispute and the names, addresses, and telephone numbers of all parties to the dispute and
those who will represent them, if any, in the mediation. The initiating party shall simultaneously file two copies of the request
with the AAA and one copy with every other party to the dispute.


 


4. Appointment of Mediator


 


Upon receipt of a request for mediation,
the AAA shall send simultaneously to each party to the dispute an identical list of five (unless the AAA decides that a different
number is appropriate) names of qualified mediators. The parties are encouraged to agree to a mediator from the submitted list
and to advise the AAA of their agreement. If the parties are unable to agree upon a mediator, each party to the dispute shall
have 15 days from the transmittal date in which to strike names objected to, number the remaining names in order of preference,
and return the list to the AAA. If a party does not return the list within the time specified, all persons named therein shall
be deemed acceptable. From among the persons who have been approved on both lists, and in accordance with the designated order
of mutual preference, the AAA shall invite the acceptance of a mediator to serve. If the parties fail to agree on any of the persons
named, or if acceptable mediators are unable to act, or if for any other reason the appointment cannot be made from the submitted
lists, the AAA shall have the power to appoint a qualified mediator to serve.


 


If the agreement of the parties
names a mediator or specifies a method of appointing a mediator, that designation or method shall be followed.


 


5. Qualifications of Mediator


 


No person shall serve as a mediator
in any dispute in which that person has any financial or personal interest in the result of the mediation, except by the written
consent of all parties. Prior to accepting an appointment, the prospective mediator shall disclose any circumstance likely to
create a presumption of bias or prevent a prompt meeting with the parties. Upon receipt of such information, the AAA shall either
replace the mediator or immediately communicate the information to the parties for their comments. In the event that the parties
disagree as to whether the mediator shall serve, the AAA will appoint another mediator. The AAA is authorized to appoint another
mediator if the appointed mediator is unable to serve promptly.


 






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6. Vacancies


 


If any mediator shall become unwilling
or unable to serve, the AAA will appoint another mediator, unless the parties agree otherwise.


 


7. Representation


 


Any party may be represented by
a person of the party's choice. The names and addresses of such persons shall be communicated in writing to all parties and to
the AAA.


 


8. Date, Time, and Place of Mediation


 


The mediator shall fix the date,
time, and place of each mediation session. The mediation shall be held at the appropriate regional office of the AAA, or at any
other convenient location agreeable to the mediator and the parties, as the mediator shall determine.


 


9. Identification of Matters in
Dispute


 


At least 10 days prior to the first
scheduled mediation session, each party shall provide the mediator with a brief memorandum setting forth its position with regard
to the issues that need to be resolved. At the discretion of the mediator, such memoranda may be mutually exchanged by the parties.


 


At the first session, the parties
will be expected to produce all information reasonably required for the mediator to understand the issues presented. The mediator
may require any party to supplement such information.


 


10. Authority of Mediator


 


The mediator does not have the authority
to impose a settlement on the parties but will attempt to help them reach a satisfactory resolution of their dispute. The mediator
is authorized to conduct joint and separate meetings with the parties and to make oral and written recommendations for settlement.
Whenever necessary, the mediator may also obtain expert advice concerning technical aspects of the dispute, provided that the
parties agree and assume the expenses of obtaining such advice.


 


Arrangements for obtaining such
advice shall be made by the mediator or the parties, as the mediator shall determine.


 


The mediator is authorized to end
the mediation whenever, in the judgment of the mediator, further efforts at mediation would not contribute to a resolution of
the dispute between the parties.


 






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11. Privacy


 


Mediation sessions are private.
The parties and their representatives may attend mediation sessions. Other persons may attend only with the permission of the
parties and with the consent of the mediator.


 


12. Confidentiality


 


Confidential information disclosed
to a mediator by the parties or by witnesses in the course of the mediation shall not be divulged by the mediator. All records,
reports, or other documents received by a mediator while serving in that capacity shall be confidential. The mediator shall not
be compelled to divulge such records or to testify in regard to the mediation in any adversary proceeding or judicial forum.


 


The parties shall maintain the confidentiality
of the mediation and shall not rely on, or introduce as evidence in any arbitral, judicial, or other proceeding:


 


		a.	views expressed or suggestions
                                                                made by another party with respect to a possible settlement of
                                                                the dispute;






		b.	admissions made by another party
                                                                in the course of the mediation proceedings;






		c.	proposals made or views expressed
                                                                by the mediator; or






		d.	the fact that another party had
                                                                or had not indicated willingness to accept a proposal for settlement
                                                                made by the mediator.



 


13. No Stenographic Record


 


There shall be no stenographic record
of the mediation process.


 


14. Termination of Mediation


 


The mediation shall be terminated:


 


		a.	by the execution of a settlement
                                                                agreement by the parties;






		b.	by a written declaration of the
                                                                mediator to the effect that further efforts at mediation are no
                                                                longer worthwhile; or






		c.	by a written declaration of a party
                                                                or parties to the effect that the mediation proceedings are terminated.



 


15. Exclusion of Liability


 


Neither the AAA nor any mediator
is a necessary party in judicial proceedings relating to the mediation.


 


Neither the AAA nor any mediator
shall be liable to any party for any act or omission in connection with any mediation conducted under these procedures.


 






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16. Interpretation and Application
of Procedures


 


The mediator shall interpret and
apply these procedures insofar as they relate to the mediator's duties and responsibilities. All other procedures shall be interpreted
and applied by the AAA.


 


17. Expenses


 


The expenses of witnesses for either
side shall be paid by the party producing such witnesses. All other expenses of the mediation, including required traveling and
other expenses of the mediator and representatives of the AAA, and the expenses of any witness and the cost of any proofs or expert
advice produced at the direct request of the mediator, shall be borne equally by the parties unless they agree otherwise.


 


Mediation Fee Schedule


 


The nonrefundable case set-up fee
is $325 per party. In addition, the parties are responsible for compensating the mediator at his or her published rate, for conference
and study time (hourly or per diem).


 


All expenses are generally borne
equally by the parties. The parties may adjust this arrangement by agreement.


 


Before the commencement of the mediation,
the AAA shall estimate anticipated total expenses. Each party shall pay its portion of that amount as per the agreed upon arrangement.
When the mediation has terminated, the AAA shall render an accounting and return any unexpendable balance to the parties.


 



    	Page 41 of 53



    	 



    

 


EXHIBIT E


HIPAA
BUSINESS ASSOCIATE AGREEMENT


 


The Parties wish to enter into a
HIPAA Business Associate Agreement (“Business Associate Agreement”) in conjunction with the HOSPITALIST PARTICIPATION
ALL INCLUSIVE SERVICE AGREEMENT. This Business Associate Agreement shall remain fully enforceable regardless of any termination
of the HOSPITALIST PARTICIPATION ALL INCLUSIVE SERVICE AGREEMENT.


 


I. Definitions (alternative approaches)


 


General Definitions Default to
Privacy Rule if Not Otherwise Provided:


 


Terms used, but not otherwise defined,
in this Business Associate Agreement shall have the same meaning as those terms in the Privacy Rule.


 


Specific definitions:


 


		a.	Business Associate. "Business
                                                                Associate" shall mean Provider as defined in the Independent
                                                                Contractor Hospitalist Agreement.






		b.	Covered Entity. "Covered
                                                                Entity" shall mean ApolloMed Hospitalists (herinafter, “Group”).






		c.	Individual. "Individual"
                                                                shall have the same meaning as the term "individual"
                                                                in 45 CFR § 160.103 and shall include a person who qualifies
                                                                as a personal representative in accordance with 45 CFR §
                                                                164.502(g).






		d.	Privacy Rule. "Privacy
                                                                Rule" shall mean the Standards for Privacy of Individually
                                                                Identifiable Health Information at 45 CFR Part 160 and Part 164,
                                                                Subparts A and E.






		e.	Protected Health Information.
                                                                "Protected Health Information" shall have the same
                                                                meaning as the term "protected health information" in
                                                                45 CFR § 160.103, limited to the information created or received
                                                                by Business Associate from or on behalf of Covered Entity.






		f.	Required By Law. "Required
                                                                By Law" shall have the same meaning as the term "required
                                                                by law" in 45 CFR § 164.103.






		g.	Secretary. "Secretary"
                                                                shall mean the Secretary of the Department of Health and Human
                                                                Services or his designee.



 


II. Obligations and Activities
of Business Associate


 


		a.	Business Associate agrees to not
                                                                use or disclose Protected Health Information other than as permitted
                                                                or required by the Agreement or as Required By Law.






		b.	Business Associate agrees to use
                                                                appropriate safeguards to prevent use or disclosure of the Protected
                                                                Health Information other than as provided for by this Business
                                                                Associate Agreement.



 






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		c.	Business Associate agrees to mitigate,
                                                                to the extent practicable, any harmful effect that is known to
                                                                Business Associate of a use or disclosure of Protected Health
                                                                Information by Business Associate in violation of the requirements
                                                                of this Business Associate Agreement.






		d.	Business Associate agrees to report
                                                                to Covered Entity any use or disclosure of the Protected Health
                                                                Information not provided for by this Business Associate Agreement
                                                                of which it becomes aware.






		e.	Business Associate agrees to ensure
                                                                that any agent, including a subcontractor, to whom it provides
                                                                Protected Health Information received from, or created or received
                                                                by Business Associate on behalf of Covered Entity agrees to the
                                                                same restrictions and conditions that apply through this Business
                                                                Associate Agreement to Business Associate with respect to such
                                                                information.






		f.	Business Associate agrees to provide
                                                                access, at the request of Covered Entity, as soon as practicable
                                                                and in the manner prescribed by the Covered Entity to the extent
                                                                practicable, to Protected Health Information in a Designated Record
                                                                Set, to Covered Entity or, as directed by Covered Entity, to an
                                                                Individual in order to meet the requirements under 45 CFR §
                                                                164.524.






		g.	Business Associate agrees to make
                                                                any amendment(s) to Protected Health Information in a Designated
                                                                Record Set that the Covered Entity directs or agrees to pursuant
                                                                to 45 CFR § 164.526 at the request of Covered Entity or an
                                                                Individual, and in the time and manner prescribed by the Covered
                                                                Entity to the extent practicable.






		h.	Business Associate agrees to make
                                                                internal practices, books, and records, including policies and
                                                                procedures and Protected Health Information, relating to the use
                                                                and disclosure of Protected Health Information received from,
                                                                or created or received by Business Associate on behalf of, Covered
                                                                Entity available to the Covered Entity, or to the Secretary, in
                                                                a time and manner designated by Covered Entity to the extent practicable
                                                                or designated by the Secretary, for purposes of the Secretary
                                                                determining Covered Entity's compliance with the Privacy Rule.






		i.	Business Associate agrees to document
                                                                such disclosures of Protected Health Information and information
                                                                related to such disclosures as would be required for Covered Entity
                                                                to respond to a request by an Individual for an accounting of
                                                                disclosures of Protected Health Information in accordance with
                                                                45 CFR § 164.528.






		j.	Business Associate agrees to provide
                                                                to Covered Entity or an Individual, in the time and manner prescribed
                                                                by the Covered Entity to the extent practicable, information collected
                                                                in accordance with Section II.i. of this Business Associate Agreement,
                                                                to permit Covered Entity to respond to a request by an Individual
                                                                for an accounting of disclosures of Protected Health Information
                                                                in accordance with 45 CFR § 164.528.



 


III. Permitted Uses and Disclosures
by Business Associate


 


Except as otherwise limited
in this Business Associate Agreement, Business Associate may use or disclose Protected Health Information to perform functions,
activities, or services for, or on behalf of, Covered Entity as specified in the Independent Contractor Hospitalist Agreement,
provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity or the minimum necessary policies
and procedures of the Covered Entity.


 






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IV. Obligations of Covered Entity


 


		a.	Covered Entity shall notify Business
                                                                Associate of any limitation(s) in its notice of privacy practices
                                                                of Covered Entity in accordance with 45 CFR § 164.520, to
                                                                the extent that such limitation may affect Business Associate's
                                                                use or disclosure of Protected Health Information.






		b.	Covered Entity shall notify Business
                                                                Associate of any changes in, or revocation of, permission by Individual
                                                                to use or disclose Protected Health Information, to the extent
                                                                that such changes may affect Business Associate's use or disclosure
                                                                of Protected Health Information.






		c.	Covered Entity shall notify Business
                                                                Associate of any restriction to the use or disclosure of Protected
                                                                Health Information that Covered Entity has agreed to in accordance
                                                                with 45 CFR § 164.522, to the extent that such restriction
                                                                may affect Business Associate's use or disclosure of Protected
                                                                Health Information.



 


V. Permissible Requests by Covered
Entity


 


Covered Entity shall not request
Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy
Rule if done by Covered Entity, except as necessary for Business Associate’s data aggregation, management and administrative
activities of pursuant to the Independent Contractor Hospitalist Agreement.


 


VI. Term and Termination


 


		a.	Term. The Term of this Business
                                                                Associate Agreement shall be effective as of the effective date
                                                                of the Independent Contractor Hospitalist Agreement, and shall
                                                                terminate when all of the Protected Health Information provided
                                                                by Covered Entity to Business Associate, or created or received
                                                                by Business Associate on behalf of Covered Entity, is destroyed
                                                                or returned to Covered Entity, or, if it is infeasible to return
                                                                or destroy Protected Health Information, protections are extended
                                                                to such information, in accordance with the termination provisions
                                                                in this Section.






		b.	Termination for Cause. Upon
                                                                Covered Entity's knowledge of a material breach by Business Associate,
                                                                Covered Entity may either:






		1.	Provide an opportunity for Business
                                                                Associate to cure the breach or end the violation and terminate
                                                                this Business Associate Agreement and Independent Contractor Hospitalist
                                                                Agreement if Business Associate does not cure the breach or end
                                                                the violation within the time specified by Covered Entity;






		2.	Immediately terminate this Business
                                                                Associate Agreement and Independent Contractor Hospitalist Agreement
                                                                if Business Associate has breached a material term of this Business
                                                                Associate Agreement; or






		3.	If neither termination nor cure
                                                                is feasible, Covered Entity shall report the violation to the
                                                                Secretary.



 






    	Page 44 of 53



    	 



    



 


		c.	Effect of Termination.






		1.	Except as provided in paragraph
                                                                (2) of this section, upon termination of this Business Associate
                                                                Agreement, for any reason, Business Associate shall return or
                                                                destroy all Protected Health Information received from Covered
                                                                Entity, or created or received by Business Associate on behalf
                                                                of Covered Entity. This provision shall apply to Protected Health
                                                                Information that is in the possession of subcontractors or agents
                                                                of Business Associate. Business Associate shall retain no copies
                                                                of the Protected Health Information.






		2.	In the event that Business Associate
                                                                determines that returning or destroying the Protected Health Information
                                                                is infeasible, Business Associate shall provide to Covered Entity
                                                                notification of the conditions that make return or destruction
                                                                infeasible. Upon Covered Entity’s determination that return
                                                                or destruction of Protected Health Information is infeasible pursuant
                                                                to Business Associate’s notification, Business Associate
                                                                shall extend the protections of this Business Associate Agreement
                                                                to such Protected Health Information and limit further uses and
                                                                disclosures of such Protected Health Information to those purposes
                                                                that make the return or destruction infeasible, for so long as
                                                                Business Associate maintains such Protected Health Information.



 


VII. Indemnification


 


Business Associate shall,
to the fullest extent permitted by law, protect, defend, indemnify and hold harmless Covered Entity and its respective
employees, directors, and agents (“Indemnitees”) from and against any and all losses, costs, claims, penalties, fines,
demands, liabilities, legal actions, judgments, and expenses of every kind (including reasonable attorneys fees, including at
trial and on appeal) asserted or imposed against any Indemnitees arising out of the acts or omissions of Business Associate or
any of Business Associate’s employees, directors, or agents related to the performance or nonperformance of this Agreement.


 


VIII. Miscellaneous


 


		a.	Regulatory References. A
                                                                reference in this Business Associate Agreement to a section in
                                                                the Privacy Rule means the section as in effect or as amended.






		b.	Amendment. The Parties agree
                                                                to take such action as is necessary to amend this Business Associate
                                                                Agreement from time to time as is necessary for Covered Entity
                                                                to comply with the requirements of the Privacy Rule and the Health
                                                                Insurance Portability and Accountability Act of 1996, Pub. L.
                                                                No. 104-191.






		c.	Survival. The respective
                                                                rights and obligations of Business Associate under Section VI.c.
                                                                of this Business Associate Agreement shall survive the termination
                                                                of this Business Associate Agreement.



 






    	Page 45 of 53



    	 



    
 


		d.	Interpretation. Any ambiguity
                                                                in this Business Associate Agreement shall be resolved to permit
                                                                Covered Entity to comply with the Privacy Rule.



 


IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the respective dates written below


 


	GROUP (COVERED ENTITY):	BUSINESS ASSOCIATE
    (PROVIDER):
	 	 
	By: /s/ Warren Hosseinion	By: /s/ Adrian Vazquez
	 	 
	Title: Chief Executive Officer	Title: Adrian Vazquez, M.D.
	 	 
	Date: May 1, 2009	Date: May 1, 2009


 



    	Page 46 of 53



    	 



    

 


EXHIBIT F


GROUP’S
HIPAA PRIVACY POLICY


 


THIS NOTICE
DESCRIBES HOW MEDICAL INFORMATION ABOUT YOU MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW
THIS NOTICE CAREFULLY.


 


IF YOU HAVE ANY QUESTIONS CONCERNING
THIS NOTICE, PLEASE CONTACT OUR PRIVACY MANAGER AT (818) 507-4617.


 


In this Notice, “we,”
“us,” and “our” mean ApolloMed Hospitalists, a medical corporation. The policies of this Notice will be
followed by us, our employees, our independent contractor physicians, and other non-employees who have a need to use your medical
information to perform their job, including our business associates.


 


PROTECTED
HEALTH INFORMATION


 


Protected Health Information, or
“PHI,” is health information that contains identifiers, such as your name, Social Security number, or other information
that reveals who you are.


 


We may use or disclose PHI without
your authorization for the purposes stated in this Notice. You may revoke your authorization for other disclosures of your PHI
that require your written authorization at any time by sending your written revocation to:


 


Privacy
Manager


AppolloMed Hospitalists


P.O. Box 4555


Glendale, CA
91222


 


YOUR RIGHTS


 


Your Right
to Access your PHI


 


You have the right to see and copy
most of your PHI maintained by us. We may charge you a fee for copies, mailing, and other costs associated with your request.
Please contact our Privacy Manager to make arrangements. In the event your request to inspect or copy medical information is denied,
we will inform in writing you of the denial and your right, if any, to have the decision reviewed.


 


You have the right request inspection,
copying, or delivery to you of your PHI in a manner or place that may protect your privacy. To ask for this special service, call
the Privacy Manager.


 






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Your Right
to Request Individual Changes to Your PHI


 


You have a right to ask for changes
to your PHI records if they are not complete or correct, for as long as the records are kept by us or for us. Your request must
be in writing and must include a reason that supports your request. However, if we do not agree to your requested changes, we
may deny your request and inform you of the reason(s) for the denial. You then have the right to submit a statement of disagreement
with the content of your records, not to exceed 250 words. We will include your statement of disagreement with any disclosures
of the records disputed by your statement of disagreement.


 


Your Right
to an Accounting of Our Disclosures of PHI


 


You have the right to request a
list of our disclosures of your PHI (other than our own uses for treatment, payment, and health care operations, and certain other
disclosures we are not required to track or report to you), and the reason why the PHI was disclosed, for the six-year period
prior to your request, but not earlier than April 14, 2003. You have a right to receive a free copy of this list once a year.
If you request an updated list within one year, you will have to pay the costs of providing the list. We will notify you of the
cost in advance, and you may change or cancel your request before you become responsible for the costs.


 


Your Right
to a Paper Copy of This Notice


 


If you receive this notice by electronic
mail, you have a right to a get paper copy of this notice. Please contact our Privacy Manager with your request.


 


Your Right
to Request Additional Limitations on Disclosures of Your PHI


You have the right to request additional
limitations on how we use or disclose your PHI. However, we do not have to agree to the limitations you request.


 


OUR DUTIES


 


We Must Protect
Your PHI


 


We are required by law to protect
your PHI from access by others who are not allowed to see or get copies of your information. We must keep your PHI private as
required by law. We must give you notice about how we keep your information private. We must use and disclose your information
only as provided in this notice.


 


We May Make
Changes to This Notice


 


We have the right to change this
notice. If we change this notice, how we use your PHI or give it to others will change. Any changes in the notice will be made
available on our website: www.apollomed.net


 


Uses and Disclosures
of Your Records


We will protect the confidentiality
of your PHI as required by law. Sometimes, we may use or disclose your PHI without your authorization, in the circumstances briefly
discussed below.


 






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Treatment


 


We may use or give your PHI to other
physicians and health care workers and trainees in the course of providing treatment, such as obtaining a second opinion from
another physician. We may use and disclose your PHI to coordinate the care you receive, including, for example, ordering prescriptions,
diagnostic tests, etc.


 


Health Care
Options


 


We may use or give you your PHI
to you to inform you about your health care options. We may use or give you your PHI to provide information about different
health benefits or services that may be of interest to you.


 


Payment


 


We create bills for services we
provide to you and we may use or share your related PHI with agencies such as insurance providers and to others when the disclosures
may be necessary to obtain payment of your bills.


 


Health Care
Operations


 


We may use or give your PHI to agencies
that monitor, supervise, and regulate the delivery of health care.


 


Secretary of
DHHS - Required Disclosure


 


We may give your PHI to the federal
government when it is checking on how we are meeting the privacy laws.


 


Personal Representatives


 


We may give your personal representative
access to your PHI at his or her request, upon that person’s verification of his or her status as your personal representative.


 


Named Insured


 


If you are enrolled in health benefit
program as a dependent, we may release medical information about you to the person under whose name your health benefits are carried.


 


Hospital Directories


 


If you are hospitalized, we may
use or give your name and location in the respective hospital directories of hospitals where we perform services for you while
you are a patient in the hospital, as well as your general condition (good, fair, etc.) to persons who ask about you by name,
and to clergy members of your religious affiliation even if they do not ask for you by name. This information is provided so your
friends, family, and clergy can visit you and find out how you are doing generally.


 






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Persons Involved
in Your Care or Payment for Your Care


 


We may give information about you
to a friend or family member who is involved in your medical care, include someone involved in arranging payment for your medical
care, or to others you tell us are involved in your care. Unless you request otherwise in writing, if you are hospitalized, we
may also tell your friends and family that you are in the hospital and your general condition. We may also disclose medical information
about you to disaster relief efforts to assist them in providing notices about the condition, status, and location of affected
individuals.


 


Appointments


We may use or give your PHI to you
to provide reminders of your appointments. 


 


Uses and Disclosures
Required by Law


We may use or give out information
about you to others when required by federal or state law. The information we give will be limited to the information the law
requires us to disclose.


 


Public Health
Activities


 


We may use or disclose your PHI
to public health authorities to the extent permitted or required by law. This may include sharing your information:


 


		·	To
                                                                                                               prevent or control
                                                                                                               disease, injury
                                                                                                               or disability,



		·	For
                                                                                                               reports of child
                                                                                                               abuse or neglect;



		·	To
                                                                                                               the Food and Drug
                                                                                                               Administration
                                                                                                               about food, nutritional
                                                                                                               supplements, products,
                                                                                                               or product recalls,



		·	To
                                                                                                               a person who may
                                                                                                               have been exposed
                                                                                                               to a disease, or






		·	To
                                                                                                               an employer for
                                                                                                               health care in
                                                                                                               their facility.



 


Victims of
Abuse, Neglect or Domestic Violence


 


We may share your PHI with government
agencies, including social services or protective service agencies, to report if we suspect you are a victim of abuse, neglect
or domestic violence when the law requires it. 


 


Health Care
Oversight


 


We may use or share your PHI with
agencies that review how we do business or oversee the health care system, such as for audits or investigations.


 


Judicial and
Administrative


 


We may disclose your PHI in response
to subpoenas, warrants, discoveries, or other legal processes, but only if appropriate efforts have been made to inform you about
the request or obtain a court order protecting your PHI.


 


Law Enforcement


We may give your PHI for police
activities, such as providing information to locate a missing person.


 


Decedents


We may use or give your PHI to the
coroner or medical examiner to determine the cause of your death. We may give your PHI to a funeral director to enable him/her
to carry out his/her duties.


 






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Organ Donations


 


If you are an organ or tissue donor,
we may use or give your PHI to organizations that coordinate, obtain, bank, or transplant organs or tissues as allowed by law.


 


Research


 


We may use or give your PHI for
research studies that meet all privacy law rules


 


Health and
Safety


 


We may use or give your PHI when
necessary to persons who are able to prevent or lessen a serious threat to the health or safety of you, another person or the
public.


 


Specialized
Government Functions


 


We may use or disclose your PHI
to the appropriate government agency:


 


		·	If
                                                                                                               you are a member
                                                                                                               of the armed forces,
                                                                                                               as required by
                                                                                                               military command
                                                                                                               authorities,



		·	If
                                                                                                               your are a veteran,
                                                                                                               to the Department
                                                                                                               of Veterans Affairs,



		·	To
                                                                                                               federal officials
                                                                                                               to conduct national
                                                                                                               security activities,



		·	To
                                                                                                               federal officials
                                                                                                               to protect the
                                                                                                               President and others,



		·	If
                                                                                                               you are a member
                                                                                                               of the Department
                                                                                                               of the State, to
                                                                                                               authorities seeking
                                                                                                               information about
                                                                                                               your medical suitability
                                                                                                               or for security
                                                                                                               clearances,



		·	If
                                                                                                               you are an inmate
                                                                                                               of a correctional
                                                                                                               institution or
                                                                                                               under the custody
                                                                                                               of a law enforcement
                                                                                                               official, to a
                                                                                                               correctional institution
                                                                                                               about your health
                                                                                                               care and safety
                                                                                                               and to ensure the
                                                                                                               health and safety
                                                                                                               of others,



		·	To
                                                                                                               federal, state
                                                                                                               or local government
                                                                                                               agencies when you
                                                                                                               apply for a benefit
                                                                                                               program to verify
                                                                                                               your eligibility,
                                                                                                               enrollment or to
                                                                                                               provide data about
                                                                                                               the programs.



 


Workers’
Compensation


 


We may give your PHI to agencies
and entities that provide workers’ compensation benefits for work-related injuries and illnesses.


 


Fundraising


 


We may use or give your PHI to our
business partners to contact you to raise funds for organizations associated with our delivery of health care services. If we
do so, we will only use or disclose your name, address, other contact information, age, gender and insurance status.


 


Underwriting


 


We may use or give your PHI to insurance
companies to get insurance coverage for you, for us, and for the facilities and organizations, such as hospitals, that are associated
with the health care we provide to you.


 


Group Health
Plan Sponsors


 


We may use or disclose your PHI
to agencies that sponsor your group health insurance. For example, we may use and give your information to confirm your eligibility
to enroll you in a participating health plan that you select. 


 






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De-Identified
Information


 


We may give out information about
you that cannot be traced back to you. This data is called “de-identified” data. Data is considered de-identified
only after information that is sufficient to identify you has been removed.


 


Business Associates


 


There are some services provided
to our organization through contracts with other organizations, such as a copy service we use to make copies of your records.
We may disclose your PHI to these organizations so they can perform the job we have asked them to do. We require all these organizations
to sign an agreement to protect the privacy of your PHI.


 


How to Contact
Us or File Complaints


 


You have the right to file a complaint
if you think your privacy rights have been violated or you think this Notice is not correct. You may make your complaint with
our Privacy Manager. To make a complaint, you may telephone or send a written letter to our Privacy Manager. The telephone number
to contact our privacy manager is (818) 507-4617. The address to send a written letter is:


 


Privacy
Manager


AppolloMed Hospitalists


P.O. Box 4555


Glendale, CA
91222


 


You also have the right to file
a complaint about how your records are protected or about our Notice with the Secretary of the United States Department of Health
and Human Services. To file a complaint with that agency you may:


 


Send your written complaint to:


 


Region IX,


Office for Civil Rights,


U.S. Department of Health
and Human Services,


50 United Nations Plaza—Room
322


San Francisco, CA 94102.


 


Or fax it to: (415) 437–8329


 


You may call this agency at: (415)
437–8310 or for TDD (415) 437–8311.


 


You may send your complaint by electronic
email to OCRComplaint@hhs.gov.


 


No Retaliation


 


No action may be taken against you
for filing a complaint. If you believe that an action has been taken against you by one of our employees, please call our Privacy
Manager at (818) 507-4617.


 






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Effective Date


 


This notice is in effect on and
after August 1, 2008.




 






    	Page 53 of 53