UNIVERSITY ORTHOPAEDIC SERVICES, INC.

Policy on Confidentiality of Documents and Information

University Orthopaedic Services, Inc. (“Corporation”) drives potential and actual economic value from many types of information it has developed, and has taken steps to keep such information “confidential”. As a Student working with or shadowing a provider of the Corporation, you may be given access to the Corporation’s Confidential and Proprietary Information in the course of performing your duties, including without limitation, sales and marketing information, customer and patient medical records, training and operations materials and memoranda, personnel records, reimbursement procedures and financial information relating to the business, accounts, patients, customers or employees of the Corporation.

In consideration you understand and agree not to disclose to any person, other than a member of the Corporation or to a person to whom disclosure is reasonably necessary or appropriate in connection with your performance as assigned by the Corporation, the Corporation’s legal or accounting representatives or agents, or as may be compelled by legal process, any of the Proprietary Information relating to the Corporation, without the prior written consent of the Corporation.

“Proprietary Information” means, collectively, Trade Secrets and Confidential Information. “Trade Secrets” means, collectively (i) any scientific or technical information, design process, procedure, recipe, formula or improvement that is secret and of value; and (ii) information, including, but not limited to, technical and non-technical data, formula patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, and lists of actual or potential customers, which, in each case, the Corporation makes reasonable lists of actual or potential customers, which, in each case, the Corporation makes reasonable efforts to protect from disclosure and from which the Corporation derives actual or potential economic value due to its confidential nature. “Confidential Information” means information that, although not a Trade Secret, is not generally known and from Corporation derives actual or, potential economic value because such information is not generally known by others. Confidential Information includes, but not limited to sales and marketing information, customer and patient account records, training and operations materials and memoranda, personnel records, reimbursement procedures and financial information relating to the business, accounts, patients, customers or employees of the Employer, any information marked “Confidential” by the Corporation, and any other such confidential information.

However, “Confidential Information” does not include information which: (i) is or becomes generally available to the public other than as a result of disclosure by you or your agents or representatives, (ii) becomes available to you on a non-confidential basis from a source other than the Corporation, provided that to your best knowledge such source required to be disclosed by law or judicial or administrative processes.

Upon the termination of your Shadowing with the Corporation, you agree to return all documents, equipment another property of the Corporation provided to you or prepared by you during your time with the Corporation, including, without limitation, contracts, agreements, provider agreements, patient or customer lists, working specifications, plans, books, notes and all copies thereof, electronic or otherwise, and computer software and hardware or other property of the corporation.