BAPTIST PHYSICIAN ALLIANCE ACO AGREEMENT for MEDICARE SHARED SAVINGS PROGRAM PARTICIPATION

BAPTIST PHYSICIAN ALLIANCE ACO AGREEMENT for MEDICARE SHARED SAVINGS PROGRAM PARTICIPATION ( Physician Practice ) hereby agrees to become a Participant in the Medicare Shared Savings Program ( MSSP ) pursuant to the MSSP Agreement with CMS undertaken by Baptist Physician Alliance ACO. As a Participant in Baptist Physician Alliance ACO, Physician Practice will abide by: (1) the Federal Regulations for the MSSP set forth in 42 CFR Part 425 and related guidance, the terms and conditions specified in the MSSP Agreement, and all other applicable laws and regulations, including but not limited to those set forth in 42 CFR 425.208(b); as well as (2) the Baptist Physician Alliance ACO MSSP Participant Standard Terms and Conditions, MSSP Regulatory Requirements, and applicable Data Use Agreement Requirements (collectively, the Baptist Physician Alliance ACO MSSP Participant Requirements ). These are incorporated into this Agreement by reference and are also available electronically at http://bpa.bhsala.com/home/bpa-aco-medicare-shared-savings-program-documents for your convenience (but in the event of any discrepancies between the electronic and hard copy of this Agreement, the hard copy controls). Physician Practice will ensure that every physician or other licensed health care provider who is employed by or who is contracted with Physician Practice ( Provider(s) ), who bills for items and services furnished to Medicare fee-for-service beneficiaries under the Medicare billing number assigned to Physician Practice s Tax I.D. Number ( TIN ) agrees to participate in the MSSP of Baptist Physician Alliance ACO and comply with the MSSP Participant Requirements and all of the laws, regulations and requirements set forth above. The Physician Practice will provide a list of all of its Providers using the enclosed form. The parties hereto, being the only parties to the Agreement, represent and warrant that the person signing below has the authority to execute this Agreement on their behalf. This Agreement is effective as of the date on which the last party executes the Agreement (the Effective Date ) and will continue until December 31, 2018, or until the termination of this Agreement as set forth in the Baptist Physician Alliance ACO MSSP Participant Requirements. Baptist Physician Alliance ACO, LLC By: Printed Name:Thomas Milko, M.D. Its: Chairman of the Board Date: PARTICIPANT By: Printed Name: Its: Date: TIN: Address for Notices: Attn: Business Telephone: Business Fax: {00287019}

BAPTIST PHYSICIAN ALLIANCE ACO MEDICARE SHARED SAVINGS PROGRAM PARTICIPANT REQUIREMENTS {00287019}

TABLE OF CONTENTS BAPTIST PHYSICIAN ALLIANCE ACO MSSP PARTICIPANT STANDARD TERMS & CONDITIONS... pp. 3-7 BAPTIST PHYSICIAN ALLIANCE ACO MSSP REGULATORY REQUIREMENTS... pp. 8-12 DATA USE AGREEMENT REQUIREMENTS... p. 13 {00287019} 2

BAPTIST PHYSICIAN ALLIANCE ACO MSSP PARTICIPANT STANDARD TERMS AND CONDITIONS Baptist Physician Alliance ACO ( ACO ) and Participant agree as follows: 1. Participant Representations. Participant represents and warrants on behalf of itself and its Providers, if applicable, that: i. Participant and each Provider, if applicable, is currently licensed, accredited or certified, as applicable, in accordance with the laws of the state in which such provider renders services covered by the terms of this Agreement; ii. iii. iv. Participant and each Provider, if applicable, holds and maintains a current and valid federal Drug Enforcement Agency ( DEA ) number, where applicable; Participant shall update its enrollment information, including the addition and deletion of Providers, on a timely basis in accordance with Medicare program requirements and shall notify ACO within fifteen (15) calendar days of obtaining actual knowledge of any change (1) in the roster of Providers participating in the ACO, including any termination of any Provider; (2) of address, phone number, business hours, tax identification number, national provider identifier, licensure, certification, accreditation, Medicare or Medicaid qualification, medical staff privileges at either a participating or nonparticipating hospital or DEA status of either Participant, if applicable, or a Provider; and (3) in any Participant representations or warranties in subsection (iv); Participant represents and warrants to ACO that Participant and each Provider are in good standing under the Medicare program and neither Participant nor any Provider, nor, to the actual knowledge of Participant, any of their respective Affiliates (for purposes of this Agreement, Affiliate means, with respect to a Party, an entity that, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with such Party) are an Excluded Individual as defined in Section 7 of the Baptist Physician Alliance ACO MSSP Regulatory Requirements; and v. Participant is authorized to act on behalf of its Providers and shall provide, upon request, evidence of such authority. {00287019} 3

2. ACO Obligations. a. Policies and Procedures. ACO shall develop policies and procedures, standards, corrective action plans, programs, rules and regulations, all of which are incorporated herein by reference, with respect to ACO operations (collectively Policies and Procedures ), including, but not limited to, the Policies and Procedures related to: (i) case management; (ii) quality assurance and improvement; (iii) data sharing, including, but not limited to, reporting regarding quality performance and benchmarks; (iv) evidence-based patient-centered medicine, patient engagement and care coordination; (v) accountability and remediation activities with respect to physician and provider practice patterns and compliance with the MSSP requirements, including the imposition of a corrective action plan, denial of incentive payments and removal from the ACO program and termination of this Agreement; (vi) the consequences of early termination from the ACO; and (vii) policies regarding the development of methodologies to financially incentivize ACO participants and ACO providers/suppliers to adhere to the requirements of the MSSP regulations and the MSSP Agreement, including, but not limited, to the quality assurance and improvement program and evidence-based clinical guidelines. ACO may amend the Policies and Procedures at any time, but will use reasonable efforts to provide written notice at least thirty (30) days prior to their effective date. The Parties agree that any Policies and Procedures necessary to effect compliance with laws and the MSSP do not require thirty (30) days prior notice and shall be effective as stated in such notice. b. No Guarantee of Utilization / Payment of Claims. i. ACO makes no representation and in no way guarantees that a particular number of Members, if any, will be assigned to ACO by CMS or will receive Covered Services from Participant. ii. Participant acknowledges and agrees that ACO is not a payor, fiscal intermediary, CMS carrier, third party administrator, or other fiduciary with respect to payment for Covered Services and that ACO shall not, directly or indirectly, be responsible for payment of Covered Services. Participant shall look solely to CMS or its designees for payment for Covered Services, except for any copayments, coinsurance, deductibles, and any other fees that are the Member s responsibility (collectively Member Costs ). Participant agrees to pursue collection of Member Costs consistent with Participant s past practices and that ACO is not responsible for, does not guarantee, and does not assume any liability for payment of any Participant claims or for Member Costs. {00287019} 4

3. Term and Termination. Except as otherwise provided herein, unless otherwise renewed, the term of this Agreement shall begin on the Effective Date and continue until December 31, 2018 or until the termination or expiration of the MSSP Agreement, whichever is sooner. a. Immediate Termination. This Agreement may be terminated immediately upon written notice by the terminating Party for the following reasons: i. Insolvency. If either Party commits an act of bankruptcy within the meaning of the bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation or other similar proceedings under either state or federal laws; ii. Termination of Participant's Insurance. By ACO, upon the termination or cancellation without replacement of Participant's insurance required by the ACO Policies and Procedures; iii. Loss of Participant s License. If Participant is an individual practitioner or supplier, by ACO, if at any time during the term of this Agreement, Participant s license to practice medicine, accreditation or Medicare certification, as applicable, is suspended or revoked. iv. Nonparticipation in MSSP. By ACO, in the event that it does not qualify for participation in the MSSP; or v. Noncompliance with MSSP requirements. By ACO, in the event of noncompliance by Participant with the requirements of the MSSP regulations (42 CFR Part 425), the requirements of the MSSP Agreement, or the requirements of the data use agreement between ACO and CMS ( Data Use Agreement ), or other program integrity issues including those identified by CMS. b. Termination Without Cause. Either Party may terminate this Agreement at any time without cause by providing ninety (90) days prior written notice to the other. c. Termination for Breach. Either Party may terminate this Agreement at any time for a material breach of any term or condition. Such termination shall be effective only if, after ninety (90) days written notice of intent to terminate is given by the terminating Party, the breach is not cured by the non-performing Party during such time period; provided, however, if the breach cannot reasonably be corrected within ninety (90) days, and the defaulting Party makes substantial and diligent progress toward correction during such period, this Agreement shall remain in full force and effect; provided, however, if the breach is not or cannot be cured within one hundred twenty (120) days from the date of the notice of breach, either Party may terminate this Agreement after such one hundred twenty (120) day period. The written notice shall set forth the nature and details of the breach with sufficient specificity as to fully describe the nature of the alleged breach. {00287019} 5

c. Termination of Individual Provider. ACO shall require a Participant to terminate the participation status of Providers under this Agreement, including immediate exclusion from participation in the ACO under this Agreement, in the event that (i) Provider s license to practice medicine, accreditation or certification, as applicable, is suspended or revoked; (ii) Provider is suspended or excluded from the Medicare program or any other governmental programs; or (iii) Provider fails to comply with the requirements of the MSSP regulations, the requirements in the MSSP Agreement, the requirements of the Data Use Agreement or takes or fails to take any action that raises other program integrity issues including those identified by CMS, except in the event such noncompliance or program integrity issues can be cured without causing the ACO to be terminated from the MSSP. Participant understands and agrees that in the event a Provider is terminated for any reason from ACO participation but continues to bill under the TIN of the Participant for any reason, then the ACO shall also terminate this Agreement with Participant upon notice to Participant. d. Close Out Upon Termination. Upon termination or expiration of this Agreement at any time, Participant shall furnish ACO with such data as ACO may request, including but not limited to the data necessary in order to enable ACO to complete the annual assessment of ACO s quality of care and shall comply with all other applicable ACO Policies and Procedures regarding termination, including but not limited to record retention, quality reporting, Member continuity of care, and payment of shared savings (if any). Participant understands that, in the event of termination of this Agreement prior to the end of a performance year, it and its Providers may not qualify for PQRS incentive payments or avoid the PQRS payment adjustment for that performance year separately from the ACO. 4. Amendments. This Agreement may be amended or modified in writing as mutually agreed upon by the Parties. Notwithstanding the foregoing, any amendment to this Agreement required by a change in law or regulation related to the MSSP requirements or regulations shall automatically be deemed incorporated into this Agreement as of the date of such change or amendment to the applicable law or regulation. 5. Miscellaneous. a. Independent Contractor Relationship. This Agreement is not intended to create nor shall it be construed to create any relationship between ACO and Participant other than that of independent entities contracting for the purpose of effecting the provisions of this Agreement. b. Notice. All notices and other communications under this Agreement shall be in writing and shall be deemed given when: (i) delivered by hand; (ii) transmitted by telecopier with automatic confirmation of transmission; (iii) delivered by FedEx or other reputable receipted express delivery service, or registered or certified mail, return receipt requested, postage prepaid; (iv) delivered by email on the date and time sent; or (v) an attempted delivery by one of the means described in the foregoing subparagraphs (i) through (iii) is refused by the addressee, in each case to the Parties at their respective address on the signature page hereto. {00287019} 6

c. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto. This Agreement shall not be assignable by Participant without the written consent of ACO, which shall not be unreasonably withheld. ACO shall be permitted to assign this Agreement, and its rights and obligations under this Agreement, to another entity that is controlled by or under common control with ACO, without the consent of Participant. d. Force Majeure. Notwithstanding anything in this Agreement to the contrary, the Parties shall each be excused, discharged and released from performance under this Agreement to the extent such performance is limited, delayed or prevented in whole or in part for any reason whatsoever not reasonably within the control of the affected Party, including but not limited to any acts of God, war, invasion, acts of foreign enemy, acts of terrorism, hostilities (whether war was declared or not) or by any laws or court order. The foregoing shall not be considered to be a waiver of any continuing obligations under this Agreement, and as soon as such conditions cease, the Party affected thereby shall promptly fulfill its obligations under this Agreement. e. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Signatures to this Agreement which are distributed to the Parties via facsimile or other electronic means (including PDF) shall have the same effect as if distributed in original form to all Parties. f. Severability. Each provision hereof is intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. g. Governing Law. The execution, performance, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the state of. ALL PARTIES HERETO EXPRESSLY WAIVE ANY AND ALL JURY TRIAL RIGHTS IN CONNECTION WITH THIS AGREEMENT AND OF ANY CLAIM, DEMAND, ACTION, PROCEEDING OR CAUSE OF ACTION ARISING UNDER, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT. h. Non Waiver. No course of dealing between the Parties, and no delay by either Party in exercising any right, power or remedy, shall operate as a waiver or otherwise prejudice the exercise by the Party of that right, power or remedy against that or any other Party. i Third Party Rights. This Agreement is entered into by and between ACO and Participant for their benefit. Except as specifically provided herein, no third party shall have any right to enforce any right or enjoy any benefit created or established under this Agreement. j. Survival. The terms of this Agreement which, by their nature are to survive the Agreement, will survive its expiration or termination, including Section 3(d) of the Baptist Physician Alliance ACO MSSP Participant Standard Terms and Conditions and Sections 6 and 9 of the Baptist Physician Alliance ACO MSSP Regulatory Requirements, the relevant terms of the Data Use Agreement Requirements, and any other provisions of this Agreement which by their nature are intended to survive. {00287019} 7

BAPTIST PHYSICIAN ALLIANCE ACO MSSP REGULATORY REQUIREMENTS As part of Participant s obligations under this Agreement, Participant shall comply, and shall require its Providers to comply, with the applicable requirements set forth herein (including the applicable provisions of the Data Use Agreement Requirements attached hereto) with respect to the provision of Covered Services to Members under this Agreement. 1. Policies and Procedures. Participant shall comply and shall require each Provider to comply with all of ACO s Policies and Procedures, which may be adopted by ACO from time to time in furtherance of the MSSP purposes and are available for Participant s and Provider s review at http://. 2. Payment of Shared Savings. Participant shall ensure that any distribution to Providers of payments received by Participant from ACO related to ACO s participation in the MSSP shall be made in a manner that is consistent with the MSSP regulations and the MSSP Agreement and that will encourage Providers to adhere to the quality assurance and improvement program and evidence-based clinical guidelines. 3. Other ACO Participation. Participant shall not participate in the MSSP under this Agreement if Participant participates in the (a) independence at home medical practice pilot program under Section 1866E of the Affordable Care Act ( Act ); (b) Medicare Health Care Quality Demonstration Programs; (c) Multipayer Advance Primary Care Practice Demonstration with a shared savings arrangement; (d) Care Management for High-Cost Beneficiaries Demonstration; (e) Physician Group Practice Transition Demonstration; (f) Pioneer ACO Model Demonstration; or (g) a model tested or expanded under Section 1115A of the Act that involves shared savings, or any other Medicare initiative that involves shared savings. In addition, Participant shall not participate and shall require a Provider to refrain from participating in the MSSP under this Agreement if a Provider participates in the Pioneer ACO Model Demonstration or other Medicare demonstration projects or initiatives that involve shared savings with restrictions based on assignment of beneficiaries. Participant shall not participate in any other MSSP ACO if its taxpayer identification number ( TIN ) is used to bill Medicare for primary care services (as defined in the MSSP regulations (42 CFR 425.20)) that are used to determine the ACO s assigned population as provided in the MSSP regulations. Participant shall disclose and/or cause its Providers to disclose whether it or they have participated in the MSSP under the same or a different name or are related to or have an affiliation with another MSSP ACO or, if previously terminated from the MSSP, the cause of the termination. 4. Member Inducements. Participant shall not and shall require its Providers to not: a. provide gifts or other remuneration to Members as inducements for receiving items or services from or remaining in, the ACO or with Participant or its Providers or other participants or providers/suppliers of the ACO, other than in-kind items or services to Members where there is a reasonable connection between the items and services and the medical care of the Member and the items or services are preventive care items or services or advance a clinical goal for the Member, including adherence to a treatment regime, adherence to a drug regime, adherence to a follow-up care plan, or management of a chronic disease or condition. {00287019} 8

b. condition the participation of any Providers or third party contractor providing services to the ACO on referrals of non-aco business. c. except as permitted by 42 CFR 425.304, require that Members be referred only to Participant or Providers or other participants or providers/suppliers within the ACO or to any other provider or supplier. 5. Marketing. Participant shall and shall require each Provider to: a. notify Members at the point of care that Participant, or Provider, as applicable, is participating in the MSSP and of the opportunity to decline claims data sharing; b. post signs in their facilities to notify Members that Participant or Provider, as applicable, is participating in the MSSP and of the opportunity to decline claims data sharing; c. make available standardized written notices regarding participation in an ACO and, if applicable, data opt-out. Such written notices must be provided by Participant or Provider, as applicable, in settings in which Members receive primary care services; d. use the standardized written notice developed by ACO or CMS; e. only market ACO membership in the MSSP utilizing materials approved by ACO and CMS; and f. discontinue use of any marketing materials or activities disapproved by ACO or CMS. 6. Confidentiality of Records and Enrollment Information. Participant shall comply and shall require each Provider to comply with all applicable legal and contractual requirements regarding health care privacy and security and the use and disclosure of any medical records or other information Participant or Providers maintain with respect to Members. Nothing herein shall be construed to limit or restrict appropriate sharing of medical record data with providers and suppliers both within and outside the ACO in accordance with applicable legal and contractual requirements. 7. Screening and Related Requirements. a. Participant shall not employ or contract with, and shall require its Providers to not employ or contract with, individuals or entities that are excluded under the HHS Office of Inspector General s List of Excluded Individuals/Entities (the OIG List ), the U.S. General Services Administration s Excluded Parties List System ( EPLS ), or otherwise excluded from participation in Medicare or other Federal health care programs, or are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency ( Excluded Individuals ). b. Participant shall and shall require its Providers to: i. review the OIG List and the EPLS prior to the initial hiring of any employee or the engagement of any Provider to furnish Covered Services, and monthly thereafter, to ensure compliance with this Section 7; {00287019} 9

ii. iii. iv. provide documentation, upon written request by ACO, of such screening; immediately notify ACO upon discovering that it, or any of its employees or a Provider (a) has furnished Covered Services to Members under this Agreement as or through an Excluded Individual; (b) has been convicted of a criminal felony that could serve as the basis of federal health care program exclusion; or (c) has a history of health care program integrity issues, including any history of Medicare program exclusions or other sanctions and affiliations with individuals or entities that have a history of program integrity issues; and immediately remove an Excluded Individual from any work related, directly or indirectly, to services furnished under this Agreement and take other appropriate corrective action requested by ACO based on the above notification. 8. Compliance With Law. As required by 42 CFR Part 425, Participant shall comply and shall require its Providers to comply with any and all applicable federal and state laws, regulations and rules, CMS instructions and guidance, including, without limitation, (a) federal criminal law; (b) the False Claims Act (31 USC 3729 et seq.); (c) the anti-kickback statute (42 USC 1320a-7b(b)); (d) the civil monetary penalties law (42 USC 1320a-7a); and (e) the physician self-referral law (42 USC 1395nn). 9. Maintenance of Records and Audits. a. Participant shall maintain and shall require its Providers to maintain operational, financial, administrative and medical records, contracts, books, files and other documents as required legally, including by the MSSP, or pursuant to prudent business practices in connection with services performed under this Agreement, including, without limitation, patient care documentation, encounter data, and other records of the Participant or any Provider that pertain to any aspect of this Agreement, including, without limitation, services performed under this Agreement, ACO s, Participant s, and Providers compliance with the MSSP, the quality of services performed, data related to Medicare utilization and costs, quality performance measures, MSSP distributions and other financial arrangements related to this Agreement, or such other records or data as may be deemed necessary to enforce the MSSP Agreement ( Records ). Such Records shall be maintained in a timely and accurate manner and shall, at a minimum, be sufficient to allow ACO to determine whether Participant and Providers are performing their obligations under this Agreement consistent with the terms of this Agreement and in accordance with applicable legal and contractual requirements and to confirm that the data submitted by Participant and Providers for reporting and other purposes is accurate. b. Upon request, Participant shall give and shall require its Providers to give ACO, the federal government and its designees, including, without limitation, the U.S. Department of Health and Human Services ( HHS ), the Comptroller General of the United States, CMS, and/or their designees the right to access, audit, evaluate, and inspect the Records. Participant shall and shall cause Providers to furnish such access, audit, evaluation and inspection rights by providing copies of such Records to ACO at no additional cost and ACO will provide such Records directly to the applicable regulatory agency, unless ACO, in its discretion, directs Participant or Provider to furnish copies {00287019} 10

directly to the applicable regulatory agency, or unless otherwise instructed by ACO, HHS, the Comptroller General, CMS or their designees. c. Participant agrees to permit and shall require Providers to permit ACO, the federal government and its designees, including without limitation, HHS, the Comptroller General and CMS or their designees to conduct on-site evaluations of Participant, and Provider personnel, physical premises, facilities and equipment to assess and audit Participant s and Provider s performance under this Agreement and compliance with applicable legal and contractual requirements. d. The terms of this Section 9, including terms relating to maintenance of Records by Participant and Providers, shall, subject to the provisions of the Data Use Agreement, remain in effect for a period of the longer of (i) ten (10) years from the final date of the MSSP Agreement period; or (ii) completion of any audit, evaluation, or inspection; unless (1) CMS determines there is a special need to retain a particular Record or group of Records for a longer period and notifies ACO at least thirty (30) days before the normal disposition date; or (2) there has been a termination, dispute, or allegation of fraud or similar fault against ACO, Participant or its Providers, ACO s other participants, providers and/or suppliers, or other individuals or entities performing functions or services related to ACO s activities under the MSSP Agreement, in which case Participant shall and shall require its Providers to retain Records for an additional six (6) years from the date of any resulting final resolution of the termination, dispute, or allegation of fraud or similar fault. 10. Monitoring. Participant acknowledges and understands that ACO has a contractual obligation to CMS to comply with the applicable legal and contractual requirements relating to the MSSP and that ACO is ultimately responsible and accountable to CMS for compliance with all terms and conditions of the MSSP Agreement. In view of the foregoing, Participant agrees that all services performed by Participant or Providers will be consistent with and comply with the MSSP Agreement. Participant shall permit (and shall require its Providers to permit) ACO and CMS, directly or through their respective representatives, to monitor the services furnished under this Agreement on an on-going basis, in any reasonable manner that the ACO or CMS deems appropriate for compliance with the ACO's obligations to CMS. 11. Certifications/Attestation. Upon request, Participant shall and/or shall cause Providers to, certify and attest that: a. Participant, Providers, and other individuals or entities performing functions or services related to ACO activities are, to the best of Participant s and Provider s knowledge information, and belief, in compliance with MSSP requirements and consistent with the goals of the MSSP; b. All data and information that is generated or submitted by Participant, Providers or other individuals or entities performing functions or services related to ACO activities, including any quality data or other information or data relied upon by CMS in determining the ACO's eligibility for, and the amount of a shared savings payment or the amount of shared losses or other monies owed to CMS is, to the best of Participant s and Provider s knowledge, information and belief, accurate, complete and truthful. {00287019} 11

12. Third Party Contractors. If Participant or a Provider enters into a written contract with a third party related to ACO activities, Participant shall ensure and shall cause Provider to ensure that such contract contains the MSSP requirements with which such third parties must comply, including but not limited to the requirements set forth in Sections 4, 5, 6, 7, 8, 9, 10 and 11 above and any applicable requirements of the MSSP Agreement and the Data Use Agreement. 13. Data Use Agreement. Participant shall comply, and shall cause Providers to comply with the applicable requirements of the Data Use Agreement, including but not limited to those requirements set forth in the Data Use Agreement Requirements attached hereto and incorporated by reference herein. 14. Compliance with Quality Performance Standards and Reporting. Participant shall, and shall cause Providers to, cooperate with ACO to meet the quality reporting standards of the MSSP regulations and all other applicable MSSP quality requirements. 15. Remedial Action. Participant shall comply with any remedial action taken by ACO with respect to Participant and shall take such remedial action with respect to Providers as may be required by ACO, including but not limited to imposition of a corrective action plan, denial of incentive payments and termination pursuant to Section 3, to address noncompliance with the requirements of the MSSP and other program integrity issues, including those identified by CMS. 16. Accountability. Participant agrees and shall require its Providers to agree to be accountable for the quality, cost and overall care of Medicare fee-for-service beneficiaries under their care. {00287019} 12

DATA USE AGREEMENT REQUIREMENTS 1. Participant agrees and shall cause Providers to agree, to not disclose, use or reuse CMS data provided to Participant and/or Providers by ACO, except as set forth below or as authorized by CMS. Participant and/or Providers may reuse such data for clinical treatment, care management and coordination, quality improvement activities and provider incentive design and implementation but cannot disclose original or derived information from the data files to anyone other than the ACO, ACO Participants, ACO providers/suppliers, and third party contractors or vendors to the ACO which have executed a Business Associate Agreement as required by HIPAA with the ACO. 2. Data files (and any derivative files) may be retained by Participant and/or Providers until the retention date specified in the Data Use Agreement. Upon the earlier of the completion of the ACO project or the retention date, Participant agrees, and shall cause Providers to agree, to destroy the data, unless otherwise authorized by CMS, and send written certification of such destruction to CMS. 3. Participant agrees, and shall cause Providers to agree, to report any breach of personally identifiable information from such data file(s), loss of these data or disclosure to any unauthorized person to ACO and to the CMS Action Desk by telephone at (410) 786-2850 or by email notification at cms_it_service_desk@cms.hhs.gov within one hour and to cooperate fully in the federal security incident process. If CMS determines that the risk of harm requires notification of affected individual persons of the security breach and/or other remedies, Participant agrees and shall cause Providers to agree to carry out these remedies without cost to CMS. 4. Participant acknowledges and shall cause Providers to acknowledge that criminal and civil penalties may apply to any unauthorized disclosure of the CMS data file(s) provided pursuant to the Data Use Agreement, or, under HIPAA, if it is determined that Participant, Providers or any individual employed or affiliated therewith knowingly and willfully obtained any such file(s) under false pretenses. Finally, Participant further acknowledges and shall cause Providers to acknowledge that criminal penalties may be imposed under 18 U.S.C. 641 if it is determined that Participant or Provider or any individual employed or affiliated therewith has taken or converted to its or his own use CMS data file(s) or received such file(s) knowing that they were stolen or converted. 5. In the event of a conflict between Participant s obligations under the Data Use Agreement and the Business Associate Agreement, Participant shall comply with whichever obligation provides greater privacy and security protection for personally identifiable information. {00287019}

Baptist Physician Alliance ACO PARTICIPANT PROVIDERS (Copy & Use Additional Sheets as Needed) Name of Participant: Contact Information: ( ) - Telephone number Mailing Address: Street Address E-mail Address Suite/Unit# City State Zipcode Provider Name National Provider Identifier (NPI) Number {00287019}