HOSPITAL SERVICES AGREEMENT This Hospital Services Agreement (“Agreement”) is by and between Aetna HealthCare of Oregon (“Aetna”) and Orlberg Memorial Hospital (“Orlberg”) and shall be effective on _____________ (“Effective Date”).

1 HOSPITAL SERVICES AGREEMENT This Hospital Services Agreement (“Agreement”) is by and between Aetna HealthCare of Oregon (“Aetna”) and Orlberg Memorial Hospital (“Orlberg”) and shall be effective on _____________ (“Effective Date”). RECITALS A. Aetna insures, arranges for or administers the provision of health care services; B. Aetna Contracts with physicians, hospitals, and other health care practitioners and entities to provide or arrange for, at predetermined rates, the delivery of such health care services; C. Orlberg is a licensed hospital that desires to provide hospital services to Participants under the terms of Agreement. Now, therefore, the parties agree as follows: SECTION 1 – DEFINITIONS 1.1 Administrative Guidelines means the rules, policies and procedures adopted by Aetna to be followed by Orlberg in providing services and doing business with Aetna under this Agreement. 1.2 Aetna Affiliate means any subsidiary or affiliate of Aetna Corporation. 1.3 Aetna Market Fee Schedule means the standard Aetna fee schedule in effect at the time of service and applicable to Orlberg for certain covered services rendered to Participants. The Aetna Market Fee Schedule is subject to change. 1.4 Benefit Plan means a certificate of coverage, summary plan description or other document or agreement which specifies the health care services to be provided or reimbursed for the benefit of a Participant. 1.5 Billed Charges means the fees billed by Orlberg under Orlberg’s standard charge master which fees shall not discriminate based on the identity of the party financially responsible for the service. 1.6 Claim means a bill submitted by the Participating Provider of the Payer for Covered Services provided by a Participant using a billing for containing equivalent information. 1.7 Clean Claim means a claim for payment for a Covered Service that can be processed without obtaining additional information from the provider of the services or from a third party. It includes a claim with errors originating from the Payer’s claims processing system. It does not include a claim under review for Medical Necessity. 1.8 Coinsurance means a payment that is the financial responsibility of the Participant under a Benefit Plan for Covered Services that is calculated as a percentage of the contracted 2 service amount, as a percentage of an Aetna determined fee schedule or as an Aetna determined percentage of actual charges. 1.9 Coordination of Benefits means a determination of whether Covered Services provided to an Enrollee shall be paid for, either in whole or in part, under any other private or government health benefit plan or any other legal or contractual entitlement, including, but not limited to, a private group indemnification or insurance program. 1.10 Copayment means a payment that is the financial responsibility of the Participant under a Benefit Plan for Covered Services that is calculated as a fixed dollar amount. 1.11 Covered Services means those health care services for which a Participant is entitled to receive coverage under the terms and conditions of the Participant’s Benefit Plan. 1.12 Deductible means a payment for covered services calculated as a fixed dollar amount that is the financial responsibility of the Participant under a Benefit Plan prior to qualifying for reimbursement for subsequent health care costs under the terms of the Benefit Plan. 1.13 Emergency Condition means a medical condition manifesting itself by acute symptoms of sufficient severity, including severe pain, such that a prudent layperson, who possesses an average knowledge of health and medicine, could reasonably expect the absence of immediate medical attention, to result in: placing the patient’s health in serious jeopardy; serious impairment to bodily function; or serious dysfunction of any bodily organ or part. 1.14 Medically Necessary or Medical Necessity means those services and supplies which, under terms and conditions of this Agreement, are determined to be: appropriate and necessary for the symptoms, diagnosis or treatment of the medical conditions of the Participant; provided for the diagnosis or direct care and treatment of the medical condition of the Participant; within standards of medical practice within the community; and not primarily for the convenience of the Participant, the Participant’s physician or other provider. No service is a Covered Service unless it is Medically Necessary. 1.15 Non‐Covered Services means services, supplies, products, and accommodations that Participating Provider is not required to provide to Participants covered by Benefit Plan, including but not limited to services which are not authorized by Participating Provider as part of the Utilization Review program. 1.16 Participant means an individual, or eligible dependent of such individual, whether referred to as “Insured,” “Subscriber,” “Member,” “Participant,” “Enrollee,” “Dependent,” or similar designation who is eligible and enrolled to receive Covered Services. 1.17 Participating Provider means a hospital, physician or group of physicians, or any other health care practitioner or entity that has a direct or indirect contractual arrangement with Aetna to provide Covered Services with regard to the Benefit Plan covering the Participant. 3 1.18 Payment Policies are the guidelines utilized for calculating payment of claims under this Agreement. Such guidelines include Aetna’s or its designee’s standard claim coding and bundling methodology and claims processing policies and procedures. 1.19 Payer means the person or entity obligated to a participant to provide reimbursement for Covered Services under the Participant’s Benefit Plan and which Aetna has agreed may access Orlberg’s services under this Agreement. 1.20 Quality Management means the program described in the Administrative Guidelines relating to the quality of Covered Services provided to the Participants. 1.21 Utilization Review means a process to review and determine whether certain health care services provided or to be provided are Medically Necessary and in accordance with the Administrative Guidelines. SECTION 2 – DUTIES OF HOSPITAL 2.1 Hospital Services. Orlberg shall provide Covered Services to Participants upon the terms and conditions set forth in this Agreement and the Administrative Guidelines. 2.2 Standards. Orlberg shall provide Covered Services in accordance with (1) the same standard of care, skill, and diligence customarily used by similar hospitals in the community in which such services are rendered, (2) the provisions of Aetna’s Quality Management Program, (3) the requirements of applicable law, and (4) the standards of applicable accreditation organizations. Orlberg agrees to render Covered Services to all Participants in the same manner, in accordance with the same standards, and with the same time availability as offered to other patients. Orlberg shall not differentiate or discriminate in the treatment of any Participant because of race, color, national origin, ancestry, religion, sex, marital status, sexual orientation, age, health status, veteran’s status, handicap or source of payment. Orlberg shall notify Aetna in writing within 30 days of receipt of any report of any state or federal regulatory agency or accreditation organization which contains any citation for Orlberg’s failure to meet any requirement of applicable law or any standard of the accreditation organization. Orlberg shall also notify Aetna in writing within 30 days of a material change in the information contained in Orlberg’s application for participation with Aetna. 2.3 Accessibility. Orlberg shall provide or arrange for the provision of Covered Services to Participants on a 24 hour, 7 day per week basis. 2.4 Credentialing of Hospital Providers. Orlberg shall assure that all health care providers who perform any of the services for which Orlberg is responsible under this Agreement (diagnostic testing, lab work, etc.) are credentialed and recredentialed in accordance with Centers for Medicare and Medicaid Services (CMS) credentialing standards and maintain all necessary licenses or certifications required by state or federal law. Hospital shall immediately restrict, suspend or terminate any such health care provider from providing services to Participants under this Agreement if such provider ceases to meet the licensing/certification requirements described in this Agreement. 4 2.5 Participating Provider Staff Privileges. Orlberg agrees to arrange staff privileges or other appropriate access for Participating Providers who apply for such staff privileges or access provided they are qualified physicians and meet the reasonable standards of practice established by the Orlberg medical staff and the bylaws, rules and regulations of Orlberg. Orlberg rosters of Participating Providers with staff privileges shall be provided to Aetna upon request at no charge to Aetna. 2.6 Records. 2.6.1 Maintenance. Orlberg shall maintain such medical records and documents relating to Participants as may be required by applicable law. All of such records shall be maintained for the period of time required by applicable law. 2.6.2 Confidentiality. Aetna and Orlberg agree that medical records of Participants and any other records containing individually identifiable information with respect to Participants shall be regarded as confidential, and both shall comply with applicable federal and state law regarding such records. Orlberg shall be responsible for obtaining Participants’ consent to or authorization for the disclosure of private and medical record information in connection with any such disclosures required under the Agreement to the extent such consent or authorization is required by applicable law. This provision shall survive the termination of this agreement. 2.6.3 Access. Upon request to Aetna, Orlberg shall provide to Aetna a copy of Participants’ medical records and other records maintained by Orlberg relating to Participants for purposes of conducting quality assurance and peer review, processing, resolving Participant grievances and appeals and other activities reasonably necessary for the proper administration of the Benefit Plans. Orlberg shall provide such records to Aetna at no charge within the timeframes reasonably requested by Aetna. Orlberg shall also make Participants’ medical records and other records maintained by Orlberg relating to participants available during normal business hours for inspection by Aetna, Aetna’s designee, accreditation organizations, or to any governmental agency that requires access to such information. This provision shall survive the termination of this agreement. 2.7 Insurance. Throughout the term of this Agreement, Orlberg shall maintain at Orlberg’s expense general and professional liability coverage in a form and amount acceptable to Aetna. Orlberg shall maintain a minimum amount of $250,000/$5 million general liability insurance and for the professional liability coverage shall participate as a provider under the Oregon Medical Malpractice Act. Orlberg shall maintain a medical malpractice history that is acceptable to Aetna. Upon request, Orlberg shall provide Aetna with its malpractice history. Orlberg shall give Aetna a certificate of insurance evidencing such coverage upon request. Orlberg shall give Aetna immediate written notice of cancellation, material modification or termination of such insurance. 2.8 Administrative Guidelines. Orlberg shall comply with the Administrative Guidelines. To the extent of any inconsistency between this Agreement and the Administrative Guidelines, this 5 Agreement shall control. Some of all Administrative Guidelines may be communicated in the form of a provider reference manual, or other written materials distributed by Aetna to Orlberg or at a website identified by Aetna. Administrative Guidelines may change from time to time. Aetna will provide Orlberg with 30 days advance notice of material changes to Administrative Guidelines. In the event that Orlberg objects to a material change to the Administrative Guidelines, Orlberg may elect to terminate this agreement pursuant to the Termination provision. 2.9 Quality Management. Orlberg shall comply with the requirements of and participate in Quality Management as specified in the Administrative Guidelines. 2.10 Utilization Management. Orlberg shall comply with the requirements of and shall participate in Utilization Management as specified in this Agreement and the Administrative Guidelines. Payment may be denied for failure to comply with such Utilization Management requirements. 2.10.1 Orlberg shall secure precertification from Aetna or its designee as prescribed in the Administrative guidelines. 2.10.2 Where precertification is not required for an Orlberg admission, Orlberg must notify Aetna of its designee within 24 hours after the admission. 2.10.3 Payor’s payment obligation shall be waived for each day added to a Participant’s length of stay resulting from the unavailability of operating or procedure room space, rescheduling of surgery procedures for space‐related reasons, inadequate nursing procedure, suboptimal planning, sequencing or management of medical care or discharge arrangements, or the failure to obtain timely necessary ancillary or diagnostic services. 2.10.4 Payor’s payment obligations for a Participant shall end as of the earlier of the date specified for discharge in a Participant’s chart or the date specified by Aetna or its designee in its notice to Orlberg. If the Participant’s discharge is delayed because of failure of Aetna’s or its designee’s discharge planning, this paragraph shall not be enforced. 2.10.5 Orlberg shall provide Aetna or Aetna’s designee with all the information reasonably requested by Aetna or its designee to make its Utilization Management determinations within the timelines specified by Aetna or its designee in such request. In addition, Orlberg shall permit qualified Aetna or Aetna designee staff to conduct on‐site reviews that shall not interfere with the provision of medical care. 2.11 Cooperation with Aetna. Orlberg shall cooperate with Aetna or its designee in the implementation of Aetna’s Participant appeal procedure. Orlberg shall also cooperate with Aetna in establishing and implementing such policies and programs as may be reasonably requested by Aetna or for purposes of Aetna’s or the Aetna Affiliate’s business operations or required by Aetna or an Aetna Affiliate to comply with applicable law or accreditation requirements. 6 SECTION 3 – DUTIES OF AETNA 3.1 Payers, Benefit Plan Types, Notice of Changes to Benefit Plan Types. Aetna may allow payers to access Orlberg Hospital’s services under this agreement for the following Benefit Plan types: a) Benefit Plans in which Participants are offered a network of Participating providers and are required or given the option to select Primary Care Physicians; b) Benefit Plans where Participants are offered a network of Participating Providers and are not required or given the option to select a Primary care Physician; and c) Benefit Plans in which Participants are not offered a network of Participating Providers from which they may receive Covered Services. Aetna will give 30 days advance notice to Orlberg Hospital if Aetna changes this list of Benefit Plan types for which Payers may access Hospital’s services under this Agreement. 3.2 Benefit Information. Orlberg Hospital will be provided with access to benefit information concerning this type, scope and duration of benefits to which a Participant is entitled as specified in the Administrative Guidelines. 3.3 Benefit Design / Coverage Decisions. Aetna, Aetna’s designee or the Payer will be solely responsible for the Benefit Plan design and for interpreting the terms of and making final coverage determinations under a Benefit Plan. 3.4 Participant and Participating Provider Identification. Aetna will establish a system of Participant identification and will identify Participating Providers to those Payers and Participants who are offered a network of Participating Providers. Notwithstanding the foregoing, Aetna makes no representations or guarantees concerning the number of Participants that will be referred to Hospital as a result of this Agreement and reserves the right to direct Participants to selected Participating Providers and/or influence a Participant’s choice of Participating Provider. SECTION 4 – COMPENSATION 4.1 Payments. Orlberg Hospital will be paid for Covered Services rendered to Participants in accordance with the reimbursement terms set forth in Exhibit A to this Agreement, subject to the Payment Policies and minus any applicable co‐payments, Coinsurance and Deductibles. The rates in this Agreement will be payment in full for all services furnished to Participants under this Agreement. Orlberg Hospital must submit claims in the manner and format specified in this Agreement and the Administrative Guidelines for all Covered services within 180 days of the date those services are rendered or, if Payer is the secondary payer, within 180 days of the date of the explanation of payment from the primary payer. Claims received after the 180 day period may be denied for payment. Orlberg Hospital shall submit claims to the location identified by Aetna. Amounts due and owing under this Agreement with respect to complete claims for Covered Services will be payable within the timeframes required by applicable law, then late payment penalties will be paid to the extent required under applicable state prompt payment of claims laws. No other late payment penalties shall apply. 7 4.2 Underpayments. If Orlberg Hospital believes it has been underpaid for a Covered Service, Hospital must submit a written request for an appeal or adjustment with Aetna or its designee within 180 days from the date of Payer’s payment or explanation of payment. The request must be submitted in accordance with Aetna’s dispute resolution process set forth in the Administrative Guidelines. Requests for appeals or adjustments submitted after this date may be denied for payment, and Hospital will not be permitted to bill Aetna, Payer, or participant for payment for those services for which payment was denied. 4.3 Participant Billing. 4.3.1 Limitations On Billing Participants. Orlberg Hospital agrees that no event, including but not limited to nonpayment by Payer, Payer’s insolvency or breach of this Agreement, shall Hospital bill, charge, collect a deposit from, seek compensation, renumeration or reimbursement from, or have any recourse against participants or persons other than payer for Covered Services. In addition, Orlberg Hospital shall not bill Participants for any amounts not paid under this Agreement due to Hospital’s failure to comply with the requirements of Aetna or its designee’s Utilization Management Program or other Administrative Guidelines, failure to file a timely claim or appeal, or due to the application of the Payment Policies. This provision shall not prohibit collection of any applicable Co‐payments, Coinsurance or Deductibles. This provision survives termination and shall be constructed to be for the benefit of participants and supersedes any oral or written agreement to the contrary now existing or hereafter entered into between Orlberg Hospital and the Participant or persons acting on the Participant’s behalf. Any modification, additions, or deletion to the provisions of this hold harmless provision shall become effective on a date no earlier than the date permitted by applicable law. 4.3.2 Limitations on Billing Participants for Non Medically Necessary Services. For those services that require pre‐certification of coverage, Hospital shall not charge a Participant for service that is not Medically Necessary unless, in advance of the provision of such service, Orlberg Hospital has notified the Participant that the particular service will not be covered and the Participant acknowledges in writing that he or she shall be responsible for payment of charges for such service. 4.3.3 Reimbursement of Amounts Collected In Error. If Orlberg Hospital collects any payment from a Participant or any representative of the Participant in violation of any of the provisions of the Participant Billing provision, Orlberg shall repay the inappropriately collected amount within 2 weeks of demand from Aetna or the Participant of the date Orlberg has knowledge of the error. If Orlberg Hospital fails to make the repayments, then Aetna may (but is not obligated to) reimburse amount inappropriately paid and then withhold such amount from future payments otherwise due to Orlberg. These remedies are in addition to, and not in lieu of, other remedies that Aetna or a Participant may have against Orlberg for breach of the Participant’s Billing Provision. 4.3.4 Billing Individuals Who Cease to Be Participants. Orlberg Hospital may bill an individual directly for any services provided following the date that individual ceases to 8 be a Participant. Payer has no obligation to pay for services rendered to individuals who are no longer Participants. 4.4 Copayment, Coinsurance and Deductibles. Orlberg Hospital may charge a Participant Copayments, Coinsurance or Deductibles in accordance with the terms of the Participant’s Benefit Plan and the Administrative Guidelines. 4.5 Applicability of the Rates. The rates in this agreement apply to all services rendered to Participants in the Benefit Plan types covered by this Agreement, including services Covered under a participant’s in‐network or out‐of‐network benefits, and whether the Payor or Participant is finally responsible for payment. 4.6 Overpayments. Orlberg shall refund to Aetna or its designee any excess payment made by a payor to Orlberg in the event Orlberg is overpaid by Payor for health care services or supplies. Aetna may, at its option, elect to deduct said excess payment from other payments payable to Orlberg. Orlberg will be notified of any such deduction as specified in the Administrative Guidelines. 4.7 Audits. Upon reasonable notice and during regular business hours, Aetna or its designee shall have the right to inspect, review and make copies of, at Aetna’s expense, all records maintained by Orlberg with respect to all payments received by of this agreement. Aetna or its designee shall have the right to conduct periodic audits of such records and may audit its own records to determine if amounts have been properly paid under this Agreement. Any amounts determined to be due and owing as a result of such amounts are owed, offset against amounts due and owing by such party hereunder. This provision shall survive the termination of this Agreement. 4.8 Coordination of Benefits. Aetna and Orlberg will cooperate to exchange information relating to coordination of benefits with regard to Participants and will comply with the following requirements: 4.8.1 Payor and Primary Payor. When a Participant’s coverage under a Benefit Plan is determined to be primary under applicable coordination of benefits rules, Payor shall pay Orlberg in accordance with this Agreement for Covered Services provided to Participants without regard for the obligations of any secondary payors. 4.8.2 Payor as Secondary Payor. Orlberg shall bill a payor which may be primary underapplicable coordination of benefits rules for Covered Services provided to Participants when information regarding such primary payor becomes available to Orlberg and whenever so requested by Aetna, Orlberg shall notify Aetna when it obtains information regarding such primary payor and make such information available to Aetna. When another payor is primary, Orlberg shall follow that payor’s billing rules, including but not limited to, the primary payor’s limitations on billing. When it is determined that a participant’s coverage under a Benefit Plan is secondary, under applicable coordination of benefits, added to amounts payable to Orlberg from other 9 sources under applicable coordination of benefits rules, must equal no more than 100 percent of Orlberg’s reimbursement for Covered Services pursuant to this Agreement. 4.9 Orlberg‐Based Physicians. Upon request by Aetna, Orlberg will provide Aetna with a list of all Orlberg‐based physicians and physician groups who render services to Orlberg Patients, including but not limited to, those who provide physician services to Orlberg Patients in the specialty areas of anesthesiology, radiology, pathology, emergency medicine, neonatology, perinatology, cardiology and intensive care (the “Orlberg‐based Physicians”). Such list shall include the name of the group with which payment of such physician’s services. Orlberg shall promptly notify AETNA of any changes to the information on such list. Reimbursement for those Orlberg‐based Physicians that are employed or compensated by Orlberg is included in the rates set forth in Exhibit A, and Orlberg shall be solely responsible for any amounts owing to such physicians for Covered Services above the amounts payable to Orlberg under this Agreement. Orlberg will use best efforts to assist Aetna in securing participating provider contracts with those Orlberg‐based Physicians who are not employed by or compensated byOrlberg. 4.10 Excluded Services. This agreement shall specifically exclude the following services: 1) those services rendered at Orlberg facilities other than those facilities agreed upon and utilized as of the Effective Date unless otherwise agreed by Aetna; and 2) those services which Aetna has elected to obtain under an arrangement between Aetna or an Aetna Affiliate or a national or regional vendor or provider or a capitated provider, except as otherwise agreed by Aetna. Orlberg shall not be reimbursed and shall not bill Participants for any such excluded services from this Agreement, such services shall be reimbursed as specified in Exhibit A. 4.11 Payment Policies. Payments Covered Services under this Agreement are subject to the Payment Policies. Such Payment Policies may change from time to time. Aetna will make information available regarding such Payment Policies upon request or at website identified by Aetna. Orlberg may appeal a Payment Policy issue in accordance with the dispute resolution process described in this Agreement and the Administrative Guidelines. SECTION 5 – TERM AND TERMINATION 5.1 Term. This Agreement shall be for a term of 2 years commencing on the Effective date and ending on the second anniversary of the Effective Date (the “Initial Term”). 5.2 Termination With Notice. Either party may initiate the termination of this Agreement by providing 6 months written notice to the other party prior to any anniversary of the effective date (the “Notice Period”) provided, however, that no such termination shall be effective prior to the Initial Term. During the Notice Period, AETNA may cease marketing efforts for Orlberg and discontinue referral of Participants to Orlberg. 5.3 Termination For Cause. This Agreement may be terminated for cause by either party due to breach of any material term, covenant or condition and subsequent failure to cure such 10 breach as provided hereafter. The following shall also constitute cause for termination of this Agreement: 5.3.1 Termination by Aetna. Aetna may terminate if Orlberg (i) is insolvent; or (ii) fails to maintain licenses required to perform Orlberg’s duties under this Agreement,; or (iii) fails to comply with applicable state or federal laws or regulations; or (iv) misrepresents or falsifies any information supplied by Orlberg to Aetna for consideration of Orlberg’s becoming a participating Provider or any other information required to be submitted under this Agreement, including but not limited to, medical record information; or (v) commits any act, or engages in any conduct for which Orlberg’s license, certification, or accreditation may be subject to revocation or suspension, whether or not actually revoked or suspended or if Orlberg is otherwise disciplined by any licensing, regulatory, accreditation organization, or any other professional organization with jurisdiction over Orlberg, or (vi) fails to comply with the provisions of this Agreement regarding the limitations on billing Participants; or (vii) fails to comply or cooperate with Aetna’s Utilization Management or Quality Management programs; or (ix) fails to maintain required liability coverage protection. 5.3.2 Termination by Orlberg. Hospital may terminate if Aetna (i) is insolvent; or (ii) fails to maintain licenses or certifications required to operate in conformity with this Agreement; or (iii) is in material breach of this Agreement or the Administrative Guidelines; or (iv) has materially changed the Administrative Guidelines and such Change is unacceptable to Hospital provided that Orlberg gives Aetna notice of rejection of such change within 30 days of receipt by Orlberg of Aetna’s notice concerning the change and Aetna does not withdraw the change to the Administrative Guidelines or the parties do not reach an agreement with respect to a mutually acceptable change to the Administrative Guidelines within 45 days of receipt by Aetna of Orlberg’s notice of rejection. The material change to the Administrative Guidelines that is the subject of the notice of rejection will not go into effect as to Orlberg during such 45 day period or thereafter if Orlberg elects to terminate under this provision. 5.3.3 Notice/Opportunity to Cure. Any occurrence under Section 5.3.1 (i) or (ii) shall be grounds for immediate termination by Aetna. Any occurrence under 5.3.2 (i) or (ii) above shall be grounds for immediate termination by Orlberg. Termination for cause for any other reason set forth above shall be upon ninety (90) days’ prior written notice by the terminating party unless the reason for termination is cured to the satisfaction of the terminating party within such ninety (90) day notice period. During such cure period with respect to a termination initiated by Aetna, Aetna may cease marketing efforts for Orlberg and discontinue referral of Participants to Orlberg. 5.3.4 Services Upon Termination. Upon termination of this Agreement, Orlberg shall continue to provide Covered Services for specific conditions for which a Participant was under Orlberg’s care at the time of such termination so long as the Participants retain eligibility under a Benefit Plan until the later of the completion of such services or the date required by applicable law. Orlberg shall be compensated for Covered Services 11 provided to any such Participant in accordance with the compensation arrangements under this Agreement until the later of the 60 days following termination or the date required by applicable law, and compensation thereafter for continued services authorized by Aetna shall be as mutually agreed but no more than Orlberg’s usual and customary charge. Orlberg has no obligation under this Agreement to provide services to individuals who cease to be Participants. 5.4 Rights and Obligations Upon Termination. Upon termination of this Agreement for any reason, the rights of each party hereunder shall terminate, except as provided in this agreement. Any such termination shall not release Orlberg or Aetna from obligations under this Agreement prior to the effective date of Termination. SECTION 6 – GENERAL PROVISIONS 6.1 Independent Contractor. 6.1.1 No Agency/Employment Relationship. This Agreement is not intended to create nor shall it be construed to create any relationship between Aetna and Orlberg other than that of independent persons or entities contracting for the purpose of effecting provisions of this Agreement. Neither party nor any of their representatives shall be construed to be the agent, employer, employee or representative of the other. 6.1.2 No Interference With Independent Judgment. Orlberg represents that nothing in this Agreement, including Orlberg’s participation in the Quality Management and Utilization Management process, nor any coverage determination made by Aetna or a Payer, shall interfere with Orlberg’s independent rendering of health care services to Participants. 6.2 Dispute Resolution. 6.2.1 Aetna’s Internal Dispute Resolution Process. Disputes between the parties arising with respect to the performance or interpretation of the Agreement shall first be resolved in accordance with the applicable internal dispute resolution process outlined in the Administration Guidelines. In the event the dispute is not resolved through that process, either party may request in writing that the parties attempt in good faith to resolve the dispute promptly by negotiation between designated representatives of the parties who have authority to settle the dispute. If the matter is not resolved within 60 days of a party’s written request for negotiation, either party may initiate arbitration by providing written notice to the other party. With respect to a payment or termination dispute, Orlberg must submit a request for arbitration within 12 months of the date of the letter communicating the final decision under Aetna’s internal dispute resolution process unless applicable law specifically requires a longer time period to request arbitration. If Orlberg fails to request arbitration within such 12 month period, Aetna’s final decision regarding the dispute under its internal dispute resolution process will be binding on Orlberg, and Orlberg shall not bill Aetna, Payor or the Participant for any payment denied because of the failure to timely submit a request for arbitration. 12 6.2.2 Arbitration. If a party initiates arbitration as provided above, the proceeding shall beheld in the jurisdiction of the Hospital’s domicile. The parties will jointly appoint a mutually acceptable arbitrator. If the parties are unable to agree upon such an arbitrator within 30 days after a party has given the other party written notice of its desire to submit a dispute for arbitration, then the parties shall prepare a Request for a Dispute Resolution List and submit it to the American Health Lawyers Association Alternative Dispute Resolution Service (“AHLA ADR Service”) along with the appropriate administration fee. In accordance with the Codes of Ethics and Rules of Procedure developed by the AHLA ADR Service, the parties will be sent a list of 10arbitrators along with a background and experience description, references and fee schedule for each. The 10 will be chosen by the AHLA ADR Service on the basis of their experience in the area of the dispute, geographic location and other criteria as indicated on the request form. The parties to the dispute will review the qualifications of the 10 suggested arbitrators and rank them in order of preference from 10 to 9. Each party has the right to strike 1 name from the list. The person with the lowest total will be appointed to resolve the case. Each party shall assume its own costs, but the compensation and expenses of the arbitrator and any administrative fees or costs shall be borne equally by the parties. Arbitration shall be the exclusive remedy for the resolution of disputes arising under this Agreement. The decision of the arbitrator shall be final, conclusive and binding, and no action at law or in equity may be instituted by either party other than to enforce the award of the arbitrator. The parties intend this alternative dispute resolution procedure to be private undertaking and agree that an arbitration conducted under this provision shall not be consolidated with an arbitration involving other hospitals or third parties. And that the arbitrator shall be without power to conduct an arbitration on a class basis. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The Agreement will remain in full force and effect during any such period of arbitration unless otherwise terminated under terms of this Agreement. 6.3. Indemnification. Each party agrees to indemnify, defend and hold harmless the other, its agents and employees from and against any and all liability or expense, including defense cost and legal fees, incurred in connection with third party claims for damages of any nature, including but not limited to bodily injury, death, personal injury, property damage, or other damages arising from performance of or failure to perform, its obligations under this Agreement, unless it is determined that the liability was the direct consequence of negligence or willful misconduct on the part of the other party, its agents or employees. This provision shall survive the termination of this Agreement. 6.4 Use of Name. Orlberg agrees that Aetna may include descriptive information relating to Orlberg in literature distributed to existing or potential Participants, Participating Providers and Payors. Such information shall include, but not be limited to, Orlberg’s name, telephone number, address, and specialties. Orlberg may identify itself as a Participating Provider with respect to those Benefit Plan types in which it participates with Aetna. Orlberg’s use of Aetna’s name or an Aetna affiliate’s name, or any other use of Orlberg’s name by Aetna shall be upon prior written approval or as the parties may agree. 13 6.5 Confidentiality. The parties acknowledge that, as a result of this Agreement, each may have access to certain trade secrets or other confidential and proprietary information, including the terms and conditions of this Agreement, in confidence and shall not use or disclose such information, either by publication or otherwise, to any person without the prior written consent of the other party except as may be required by law and except as may be required to fulfill the rights and obligations set forth in this Agreement. This provision shall not be construed to prohibit Aetna from disclosing information to Aetna affiliates or the agents or subcontractors of Aetna or Aetna Affiliates or from disclosing the terms and conditions of this Agreement, including reimbursement rates, to existing or potential Payors, Participants or other customers of Aetna or Aetna Affiliates or their representatives (including but not limited to a Participant’s treating provider). This provision shall survive the termination of this Agreement. Nothing in this provision shall be construed to prohibit communication necessary or appropriate for the delivery of health care services, communications regarding coverage and coverage appeal rights or any other communications expressly protected under applicable law. 6.6 Assignment and Delegation. Neither party shall assign any rights or delegate any obligations hereunder without the express written consent of the other party; provided, however, that any reference to Aetna herein shall include any successor in interest that Aetna may assign its duties, rights and interest under this Agreement in whole or in part to an Aetna affiliate or may delegate any and all of its duties to a third party in the ordinary course of business. 6.7 Amendment. 6.7.1 Amendment Upon Notice and No Objection. Aetna may amend this Agreement by providing prior written notice to Orlberg. Failure of Orlberg to object in writing to any such proposed amendment within 30 (thirty) days following receipt of notice shall constitute Orlberg’s acceptance thereof. Notification shall remain in force without the proposed amendment. 6.7.2 Amendment to Comply with Applicable Law. In the event that state or federal law requires that the terms of this Agreement must be changed, then, upon notice from Aetna, this agreement shall be deemed to be automatically amended to conform to the requirements of such state or federal law, and the parties shall continue to perform under this Agreement as modified. 6.7.3 Amendment in Writing Signed by Both Parties. Except as provided above, amendments to this Agreement shall be agreed to in advance in writing by Aetna and Orlberg. IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized representatives below. Aetna Orlberg Memorial Hospital 14 Name ___________________________ Name ___________________________ Name ___________________________ Name ___________________________ Name ___________________________ Name ___________________________ Date Signed ______________________ Date Signed ______________________ 15 EXHIBIT A FEE SCHEDULE AND REIMBURSEMENT TERMS Hospital: Orlberg Effective Date: ______________________________ Inpatient and Observation Covered Services will covered at the following rates: Outpatient Previous Year Rates Next Year Rates Surgery $2,500 $2,250 Lab Work $75 $67.50 Routine X-Ray $75 $67.50 CT Scans $400 $360 MRI Scans $1,700 $1,870 ER Visit $250 $275 Inpatient Previous Year Rates Next Year Rates Surgery $2,500 $2,250 Anesthesiology $650 $585 Routine X-Ray $85 $76.50 CT Scans $750 $825 MRI Scans $,2600 $2,860 Admissions $987 $888.90 Heart Cath $2,500 $2,750 Long-Term Rehab $300 $270 16 EXHIBIT A‐1 FEE SCHEDULE AND REIMBURSEMENT TERMS Hospital: Orlberg Effective Date: ______________________________ A. (From Previous Page) Outpatient Previous Year Rates Next Year Rates Surgery $2,500 $2,250 Lab Work $75 $67.50 Routine X-Ray $75 $67.50 CT Scans $400 $360 MRI Scans $1,700 $1,870 Inpatient Previous Year Rates Next Year Rates Surgery $2,500 $2,250 Anesthesiology $650 $585 Routine X-Ray $85 $76.50 CT Scans $750 $825 MRI Scans $,2600 $2,860 Admissions $987 $888.90 Heart Cath $2,500 $2,750 Long-Term Rehab $300 $270 B. Miscellaneous Terms 1. Chargemaster Increases a. Notification of Chargemaster Increases. Orlberg shall provide Aetna with thirty ‐ (30) days prior written notice via certified letter signed by Orlberg’s Chief Financial Officer (or other responsible officer of Orlberg) should any charges increase during the term of this Agreement. Orlberg will include in the notification to Aetna a detailed description of the average percentage increase to the chargemaster split between inpatient and outpatient services and the effective date of such increase. b. Adjustment to Discount Rates. For an average of over 7% increase during any 12‐month period of this Agreement may result in additional discount. The percentage discount calculated from charges may be changed appropriately to ensure that Payor’s reimbursement to Hospital for a given service does not increase by more than “7” percent (7%) during any twelve month period of this Agreement. c. Right to Audit. Aetna shall have the right to audit Orlberg’s records relating to Orlberg’s charges in order to assure compliance with and to enforce this provision. Aetna may also audit its records relating to Orlberg’s charges. If audit findings indicate a change to 17 charges, Aetna shall notify Orlberg of such findings, any adjustments to the percentage discount, and the effective date of such discounts. The applicable reimbursement rate for Covered Services shall be that rate applicable to the level of care which is Medically Necessary notwithstanding the level of care actually provided.

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