AUGUSTA HEALTH EDUCATIONAL AFFILIATION AGREEMENT

AUGUSTA HEALTH EDUCATIONAL AFFILIATION AGREEMENT This Educational Affiliation Agreement (this "Agreement") is made this 15th day of January, 2016, between Augusta Health Care, Inc. d/b/a Augusta Health on behalf ofits School of Clinical Laboratory Science ("School") and Bridgewater College ("College"). RECITALS WHEREAS, Augusta Health operates an acute care community hospital at 78 Medical Center Drive, in Fishersville, Virginia, providing a broad range ofhealth care services for members ofthe community and other persons who require such services; WHEREAS, College conducts educational programs (the "Program") for training of students in Clinical Laboratory Science/Medical Technology (the "Discipline") and, as part ofthe formal course of study in the Program, desires to assign students eruolled in the Program (the "Students") to such sites at which Augusta Health, or its affiliates, provides health care services; and WHEREAS, Augusta Health recognizes the need for clinical experiences in the training of current and future practitioners of the Discipline and agrees to make available certain personnel, staff, and facilities for training the College' s Students in the Discipline. STATEMENT OF AGREEMENT NOW THEREFORE, in consideration of the above recitals, the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for their mutual reliance, the parties hereto agree as follows: I. RESPONSIBILITIES OF THE SCHOOL A. General. Augusta Health agrees to consider accepting Students from the Program for the purposes of receiving supervised training and clinical experience. For accepted students, Augusta Health will provide a planned, supervised program of clinical experience designed in accordance with standards set forth by the National Accrediting Agency for Clinical Laboratory Sciences ("NAACLS"). B. Liaison/Staffing. Augusta Health agrees to designate an appropriate staff member ("Program Director") to work with the College's designated liaison (the "College Liaison") to coordinate student activities and training at the Augusta Health sites. The Program Director has overall supervisory responsibility for accepted students within the scope of the program's educational activities. C. Active Participation. Augusta Health agrees to permit each Student to participate, as appropriate, in the delivery of care to patients during such Student's assigned rotation, under the supervision of Augusta Health personnel and staff. For the

purposes of this Agreement, participation may include observation, intervention and/or the provision of health care under the supervision of appropriate personnel and staff consistent with the Student's level of training and in accordance with Virginia law. The level and scope of participation shall be determined by and in the sole discretion ofaugusta Health. D. Facilities. Augusta Health agrees to arrange for Students to have access to such facilities as are reasonably necessary for the activities of the Students under this Agreement, including access to parking as necessary. E. Evaluation. Augusta Health agrees to cooperate in evaluating the performance of each Student at the termination of such Student's rotation, or upon a schedule mutually agreed to by the parties, and shall provide the College Liaison with copies ofany such evaluations or reports generated by Augusta Health. F. Student Behavior I Termination. In the event Augusta Health determines that any Student has engaged or is engaging in inappropriate behavior, or if Augusta Health determines a Student's performance is unsatisfactory, Augusta Health may notify the College. Augusta Health and the College agree to work together and with the Student to attempt to remedy and/or correct the problem with the Student. Notwithstanding the foregoing, in the event that Augusta Health determines, in its sole discretion, that immediate termination of a Student is appropriate, Augusta Health may immediately terminate the assignment of any Student. Augusta Health's right to terminate a Student shall include, but not be limited to, the right to terminate for inappropriate behavior, poor clinical performance, unacceptable attendance or other cause deemed appropriate by Augusta Health. If, at the time of termination, a student has fully completed any of the School courses, that student wi.11 receive College credit for those courses in which the final grade was C or higher. A student dismissed under such conditions will be considered to have unsatisfactorily completed the program. Procedures pertaining to appeal of grades or termination will be described by the School. G. Student Supervision. Augusta Health agrees that Augusta Health personnel shall supervise Students when rendering care or performing services under this Agreement. H. Student Health and Safetv. All students are responsible for carrying their own health insurance. Proof of insurance must be presented and kept on file for each student. Emergency, inpatient and outpatient services are available to students for charges rendered in the same manner as employees. Costs associated with any treatment not covered by the student's health insurance must be paid by the student. Employee health services are provided by Augusta Health for enrolled students. I. Tuition. The School will charge a tuition fee directly to the student as stated in the brochure ofthe School as may be amended from time to time. 2

J. Insurance. The School shall provide and maintain full professional liability insurance, for Students acting within their scope ofduties, through an occurrence policy with minimum limits of$2,000,000 per occurrence (or such higher amount not less than the liability limitation amount established for health care providers pursuant to the Virginia Medical Malpractice Act or similar legislation, as amended and in effect from time to time) and annual aggregate limits not less than three (3) times the per occurrence limit to cover and protect itself and its agents, Students, faculty and employees against losses, claims, damages and liability for acts and omissions arising out of or relating to activities of Students pursuant to this Agreement. K. For purposes of this Agreement, pursuant to the Family Educational Rights and Privacy Act of 1974 (FERPA), the College hereby designates Augusta Health as a school official with a legitimate educational interest in the educational records of the Students to the extent that access to the records is required by Augusta Health in order to provide services under this Agreement. Augusta Health agrees to: (i) abide by the limitations on re-disclosure ofpersonally identifiable information from student education records ("Information") set forth in FERPA and the regulations pertaining to FERPA; (ii) maintain the confidentiality of all of the educational records it accesses pursuant to this Agreement in accordance with the provisions of FERPA and the regulations pertaining to FERPA; (iii) within one day ofdiscovery report to the College any use or disclosure of Information not authorized by this Agreement or in writing by the College; and (iv) upon termination, cancellation, expiration or other conclusion of the Agreement, return all Information to the College or, ifreturn is not feasible, destroy any and all Information. II. RESPONSIBILITIES OF COLLEGE A. Qualifications of Students. College will ensure that accepted students meet all College requirements for the baccalaureate degree with a major in Biology except for the senior year of professional study. College acknowledges that all Students assigned must be of appropriate physical fitness to conduct the activities contemplated hereunder and have obtained all appropriate immunizations as may be required by Augusta Health. College acknowledges and agrees that Augusta Health may require copies of all immunization records and other health related information prior to accepting any Student for a rotation under this Agreement, and may require that such Students undergo an appropriate criminal background check and drug screening. B. Granting ofcredit. College will grant 32 semester hours ofcollege credit to College students who satisfactorily complete the twelve month professional program. Students shall remain enrolled at the College during the completion ofthe Augusta Health twelve month program. The College courses and their School equivalents are: CREDITS 3

Hematology/Coagulation 7 Urinalysis/Body Fluids 2 Blood Bank 4 Immunology/Serology 2 Microbiology (including Parasitology & Mycology) 8 Clinical Chemistry 7 Orientation/Basic Techniques 1 Principles of Management/Instruction Methodology l 32 The College shall grant a baccalaureate degree to each student who has successfully completed the three-year College program and the School program. Awarding of the degree shall not be contingent upon certification examination results. C. Protected Health Information. The College, its employees, agents, and faculty, shall maintain and shall require all Students to maintain the confidentiality of all patient records and data, including, without limitation, individually identifiable health infomrntion (the ''Protected Health Information") and obtain appropriate authorization prior to any disclosure ofsuch records and data. All title to medical records, charts, and patient files and data shall be and remain the sole property of Augusta Health. Notwithstanding any provision herein to the contrary, the College acknowledges and agrees that neither it, nor its faculty, staff or Students shall receive access to any patient information beyond that minimum amount of information necessary to accomplish the intended purpose ofthis Agreement. The College agrees that the Protected Health Infonnation shall only be used by the College and its employees, agents, faculty and Students for the purposes oftraining Students and shall not be used by the College for marketing, or any other purposes whatsoever, and shall only be disclosed in accordance with the terms hereof~ I. The College, its employees, agents, faculty and Students will: 1. Not use or disclose any Protected Health Information other than as permitted or required under this Agreement or as required by law; 11. Use appropriate safeguards to prevent use or disclosure of the Protected Health Information except use or disclosure specifically permitted pursuant to this Agreement; 11i. Report to Augusta Health any use or disclosure of the Protected Health [nformation not provided for under this Agreement of which the College, its employees, agents, faculty and/or Students become aware; iv. Ensure that any agents, employees and Students, including any permitted subcontractors, to whom the College (by or through its agents, employees and Students) provides the Protected Health Information received from, or 4

created or received by the College on behalf ofaugusta Health agrees to the same restrictions and conditions that apply to the College with respect to such information, provided further, the College, its agents, employees, and Students shall not provide any Protected Health Information to any individual (other than Students) not employed by the College absent prior written consent ofaugusta Health; v. Shall make available Protected Health information in accordance with 45 C.F.R. 164.524, or any similar provision, as amended and in effect from time to time; v1. Make available Protected Health Information for amendment and incorporate any amendments into the Protected Health Information maintained by the College, its agents, employees and Students in accordance with 45 C.F.R. 164.526, or any similar provision, as amended and in effect from time to time; v11. Make available the Protected Health Information required to provide an accounting of any disclosures in accordance with 45 C.F.R. 164.528, or any similar provision, as amended and in effect from time to time; v111. Make available its internal practices, books and records relating to the use and disclosure of Protected Health Information received from or created or received by the College, its agents, employees and Students on behalf of Augusta Health to the Secretary of Health and Human Services for determining compliance with applicable regulations; ix. Implement administrative safeguards, physical safeguards and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the Protected Health Information that College creates, receives, maintains, or transmits as required by 45 C.F.R. Part 164; x. At termination of this Agreement (or, as to Students, upon termination of any such Student's rotation), return ah Protected Health Information received from, or created or received by the College, its agents, employees and Students on behalf ofaugusta Health in any form and retain no copies of such information; xi. Comply with all further legal requirements affecting use and disclosure of the Protected Health Information, including, without limitation, any applicable requirements of42 C.F.R. 164.504, et seq. 2. The College shall notify all Students oftheir obligations pursuant to Section ILE. hereof prior to the commencement of any Student's rotation, and upon request of Augusta Health, shall require all such Students to execute an agreement acknowledging their obligations hereunder. In the event that 5

Augusta Health requires any such acknowledgement by a Student, the Augusta Health may exclude or dismiss any Student for whom no such acknowledgement is received within the time period established by Augusta Health. D. Policies. College acknowledges and agrees that Augusta Health has furnished Students with notice of its rules, regulations, policies and procedures that relate to the activities of the Students under this Agreement (the "Rules"). Prior to any assignment ofa Student to Augusta Health, School shall alert each such Student to requirements of such Rules. The parties acknowledge and agree that, to the extent College and/or any Student is given access to Rules and/or other materials described in Sections 8.01-581.16 and 8.01-581.17 of the Code of Virginia ("Privileged Materials"), that such access will be granted only on hospital premises, that no copies will be made or retained by Student, and that such Privileged Materials shall be deemed confidential and nothing herein shall be interpreted as a waiver of the confidentiality of such Privileged Materials nor as a waiver of any privilege with respect to such Privileged Materials. E. Student Supervision. College acknowledges that Students must be supervised by Augusta Health personnel when rendering care or performing services under this Agreement and that in no event are Students permitted to provide care or services without direct supervision and observation by appropriate clinical staff and that it is such Student's responsibility to ensure that consent of the patient has been obtained prior to their active participation in the delivery ofcare. F. Joint Commission Requirements. College acknowledges that Students, faculty, and any other employees of College rendering services at Augusta Health must render services in compliance with the standards of The Joint Commission and, upon request, will assist Augusta Health in its performance improvement and quality assurance programs. G. Dismissal ofstudents. The College acknowledges and agrees that Augusta Health may dismiss Students from Augusta Health and terminate any Student's rotational assignment at any time for inappropriate behavior, poor clinical performance, unacceptable attendance, failure to comply with the Rules, policies, procedures and requirements of Augusta Health, failure to comply with the requirements of the Compliance Programs and its Code of Ethics; or other cause deemed appropriate by Augusta Health if, in the sole discretion of Augusta Health, such dismissal is warranted. H. Faculty Appointment. The Program Director will hold courtesy faculty appointment at the College. I. Tuition. College tuition and fees for students accepted to the School will be at the discretion of the College, and College agrees to award and disburse federal and 6

state financial aid to eligible students in accordance with applicable regulations and requirements. III. CORPORA TE COMPLIANCE PROGRAM College acknowledges that Augusta Health has adopted a formal corporate compliance program (the "Compliance Program") designed to ensure that Augusta Health and its employees, contractors, and other parties conducting activities on the campus ofaugusta Health comply with applicable federal and state laws including, but not limited to, federal and state health care fraud and abuse laws. College agrees to comply with the requirements ofthe Compliance Programs and its Code of Ethics as in effect from time to time. College acknowledges and agrees that neither College nor any Student shall be permitted to bill for or collect payments from Medicare, Medicaid, any third party health care reimbursement program, or any patient for any services provided by Students in connection with this Agreement. IV. GENERAL PROVISIONS A. Patient Care. The parties agree that Augusta Health and its employees and agents have independent discretion to make professional judgments relating to the delivery of health care services and that College shall neither have nor exercise control or direction over the manner in which Augusta Health and its employees and agents deliver health care services to its patients. B. Term and Termination. This Agreement shall commence on the date first set forth above and shall continue in effect until terminated. Either party may terminate this Agreement for any reason, with or without cause, upon thirty (30) calendar days' written notice. Notwithstanding the foregoing, Augusta Health may terminate this Agreement immediately upon notice to the College following a breach by the College of its obligations pursuant to Section ILE. hereof, and, in addition, may dismiss any Student who violates such section. Unless otherwise agreed by the parties, in the event this Agreement is terminated, Students who commence their rotational assignment prior to the termination ofthis Agreement shall be permitted to complete their rotations pursuant to the terms and conditions of this Agreement, except as otherwise provided hereunder. C. Status of the Parties. The parties agree that no Student or faculty member participating in the Program, or any other agent or employee of College shall be considered an employee, agent, contractor, or representative of Augusta Health for any purpose including, but not limited to workers compensation, employee benefits and taxes, and salary. College shall indemnify and hold Augusta Health harmless from any and all claims, costs, damages, and liabilities arising in connection with any claims relating to workers compensation, employee benefits and taxes, salary, professional liability and agency of any student, agent, or employee of College. The parties further agree that no employee or agent of Augusta Health or any member ofits health care staffshall be considered an employee, agent, contractor, 7

or representative ofcollege for any purpose including, but not limited to, workers compensation, employee benefits and taxes, salary, and professional liability. Augusta Health shall indemnify and hold College harmless from any and all claims, costs, damages, and liabilities arising in connection with any claims relating to workers compensation, employee benefits and taxes, salary, professional liability and agency ofany employee or agent ofaugusta Health or any member ofits health care staff. The parties expressly understand and agree that this Agreement is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association among the parties, or between any student and Augusta Health, but is rather an agreement by and among independent parties. D. No Discrimination. The parties agree that neither shall discriminate on the basis of race, color, religion, sex, age, or national origin with regard to the Students who are covered by this Agreement. E. Assignment. This Agreement shall not be assigned, subcontracted or transferred by either party without the written approval ofthe other party. F. Notices. Any notice or other communication required by this Agreement shall be in writing and shall be deemed given ifhand delivered, sent via overnight mail by a reputable overnight courier, such as Federal Express, or sent postage prepaid by a certified or registered mail, return receipt requested, addressed as follows: [f to College: Bridgewater College 402 E. College St. Bridgewater, VA 22812 Attention: Anne Keder, Treasurer Ifto Augusta Health: Augusta Health Attention: Ellie Coggins, CLS Program 78 Medical Center Drive, Fishersville, Virginia 22939 or to such other addresses or persons as may be furnished from time to time in writing by one party to the other party. The notice shall be effective on the date ofdelivery ifdelivered by hand, the date ofdelivery as indicated on the receipt if sent via overnight mail, or the date indicated on the return receipt whether or not such notice is accepted by the addressee. G. Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties regarding the subject matter ofthe Agreement and supersedes any prior agreements, releases, or stipulations, oral or written, and all other communications between the parties relating to such subject matter. 8

H. Severability. Ifany provision of the Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the tenn of this Agreement, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. I. No Third Party Beneficiaries. This Agreement is solely between and for the benefit ofcollege and Augusta Health, and this Agreement is in no way intended to confer any rights, benefits or obligations to or on any third party. This Agreement does not serve to alter, amend, modify or increase the applicable standard ofcare for the services provided under or contemplated by this Agreement. J. Waiver. Any waiver ofany provision hereof shall not be effective unless expressly made in writing and executed by the party to be charged. The failure ofany party to insist on performance of any term or condition of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or ofthe further performance ofany such term, covenant or condition, and the obligations of the parties with respect thereto shall continue in full force and effect. K. Governing Law and Jurisdiction I Choice of Forum and Venue. This Agreement shall be governed by the laws ofthe Commonwealth ofvirginia, without regard to principles ofconflicts oflaw and the forum for any proceedings filed in connection with this Agreement shall be the Circuit Court ofaugusta County, Virginia. IN WITNESS WHEREOF, the parties hereto have signed this Agreement effective as of the date set forth above. BRIDGEWATER COLLEGE By: 0 Its: DM#693651 9