INPATIENT MANAGEMENT, INC.
CORPORATE COMPLIANCE PROGRAM

I. INTRODUCTION

Inpatient Management, Inc. (“IMI”) always has been, and continues to be, committed to conducting its business with integrity and in accordance with all federal, state and local laws to which its operations are subject. It is the policy of IMI to prevent and detect the occurrence of unethical or unlawful behavior, to halt such behavior as soon as reasonably possible after its discovery, to discipline personnel who violate IMI’s policies and procedures, including individuals responsible for the failure to detect a violation, and to implement any changes in policies and procedures necessary to prevent recurrences of such violation. IMI has instituted a Corporate Code of Conduct (the “Code”) and other related policies to reflect these commitments. The Code and related policies and procedures are not statements of ideals intended to impress others; they are statements of policy with which all personnel must comply.
This Corporate Compliance Program (the “Program”) sets forth the means by which the Code and related policies are to be implemented, monitored and enforced. It is imperative that all personnel comply with the standards contained in the Code and related policies, immediately report any potential violation to the Compliance Officer, and assist IMI personnel and authorized outside personnel in investigating any allegations of violations.
The Program is intended and designed to meet the requirements of the Federal Sentencing Guidelines for Organizations that it be “reasonably designed, implemented, and enforced so that it is generally effective in preventing and detecting criminal conduct.” As such, the Program includes the following seven basic components of an effective compliance program recommended by the Compliance Program Guidance for Individual and Small Group Physician Practices issued by the U.S. Department of Health and Human Services Office of the Inspector General in September 2000

1. Conducting internal monitoring and auditing through the performance of periodic audits;
2. Implementing compliance and practice standards through the development of written standards and procedures;
3. Designating a compliance officer or contact(s) to monitor compliance efforts and enforce practice standards;
4. Conducting appropriate training and education on practice standards and procedures;
5. Responding appropriately to detected violations through the investigation of allegations and the disclosure of incidents to appropriate Government entities;
6. Developing open lines of communication, such as (1) discussions at staff meetings regarding how to avoid erroneous or fraudulent conduct and (2) community bulletin boards, to keep practice employees updated regarding compliance activities; and
7. Enforcing disciplinary standards through well-publicized guidelines.

IMI has entrusted its management with responsibilities for achieving compliance with its policies. Management is expected to set an example for all other employees by complying with all policies. Management and all employees in a supervisory role must use their best efforts to ensure that the employees they supervise understand and obey the policies. Further, each employee, whether in a supervisory role or not, is individually responsible for immediately reporting to the Compliance Officer any violation(s) of any policies that may come to his or her attention.
To assist with these duties, this Program describes the steps IMI has taken to ensure compliance with the policies. It also sets out certain procedures established for the early detection and reporting of suspected violations of IMI’s policies in specific substantive areas. Employees will not be penalized in any way for reporting, in good faith, potential or suspected violations of the Program, IMI’s policies, or applicable law.

II. ESTABLISHMENT OF COMPLIANCE STANDARDS AND PROCEDURES

IMI, through its Board of Directors, has established a Code to be followed by its employees and agents (“IMI Personnel”) to reduce the prospect of criminal conduct and other conduct that may be unlawful. In addition to the Code, IMI has developed and will continue to develop further compliance standards and procedures addressing specific risk areas as needed, such as IMI’s Billing and Coding Manual, which will be updated as appropriate.

III. OVERSIGHT RESPONSIBILITIES OF THE CORPORATE COMPLIANCE OFFICER

Kirk Mathews, the Chief Executive Officer, has been designated by IMI to assume the duties and responsibilities as its Compliance Officer. The Compliance Officer will have ultimate responsibility for overseeing compliance with all applicable laws, this Program, and all related policies and procedures. The Compliance Officer also will be responsible for reporting to the Board regarding the implementation and operation of the Program no less than biannually. The Compliance Officer will be responsible for coordinating the annual review and updating of the Compliance policies.
The designation of a Compliance Officer in no way diminishes the responsibility of all other personnel to comply with the Program and related procedures, nor does it diminish management’s responsibility to use their best efforts to ensure that all personnel comply with the Program and related policies.

A. Involvement of Outside Counsel
As appropriate, the Compliance Officer may utilize legal counsel to monitor all developments and changes in relevant state and federal laws that may affect IMI and/or the Program, review relationships involving IMI that may implicate the Medicare anti-kickback statute or the physician self-referral law, and assist in the investigation of allegations of criminal conduct or serious violations of IMI’s policies.

IV. EMPLOYEE TRAINING/DISSEMINATION OF INFORMATION

A. Training.
A critical aspect of a compliance program is the effective communication of the Program and related policies and procedures to all IMI Personnel. The Compliance Officer is responsible for establishing procedures to ensure that every employee and agent is familiar with the Program and he policies and abides by them. These procedures shall include the following:

1. Every newly hired employee will be given a copy of this Program (or a summary thereof), and other policies relevant to his or her employment and specific job responsibilities. Within 14 days of receiving the Program (or a summary thereof), and related policies, the new employee must sign an acknowledgement stating that the employee has read and understands the Program and other relevant policies and agrees to abide by them.
2. As part of IMI’s annual employee education program, every employee will be required annually to sign an acknowledgement stating that the employee has reviewed the Program (or a summary theeof) and relevant related policies and agrees to abide by them.
3. The Compliance Officer is responsible for establishing training sessions for all employees regarding the elements of the Program. The Compliance Officer also is responsible for assuring that new employees receive training regarding the elements of the Program within 120 days of employment with IMI. Training activities may include, but are not necessarily limited to, commercial or in-house educational programs or sessions, viewing educational videos, and participation in in-house meetings in which IMI’s Program is specifically addressed. The Compliance Officer shall document the attendance of each employee at the training sessions.
4. The Compliance Officer shall develop focused training programs as necessary for select employees involved in the claims development and submission process or in business activities that may be subject to the Medicare and Medicaid fraud and abuse laws to ensure material compliance with applicable laws relating to the submission of claims or business relationships.

B. Claims Development and Submission Process.
IMI will provide education to employees involved in the claims development and submission process. Such training will include, at a minimum, not less than four (4) hours annually of training related to one or more of the following subjects:
The Program; an overview of the fraud and abuse laws as they relate to the claims development and submission; a review of Medicare requirements applicable to the preparation and documentation of claims for services rendered, and the consequences to both individuals and IMI for failure to comply with such applicable laws.

C. Payments for Referrals and Related Fraud and Abuse Issues
IMI will provide education to employees involved in negotiating business relationships with physicians, providers, and vendors on behalf of IMI. Such training will relate to one or more of the following subjects:
The Program; an overview of the fraud and abuse laws as they relate to prohibitions against payments for referrals, kickbacks and rebates, and other illegal inducements, and the consequences to both individuals and IMI of failing to comply with applicable laws.

D. Screening Employees/Vendors.
The Corporate Compliance Officer shall make reasonable inquiry into the background of prospective employees and vendors whose job functions may materially affect the Medicare/Medicaid claims development and submission process at IMI or a provider hospital, or affect IMI’s relationship with physicians, or referral patterns between providers.

1. Employees. All prospective employees shall be screened to determine whether they have been (a) convicted of a criminal offense related to healthcare or (b) listed by a federal agency as debarred, excluded or otherwise ineligible to participate in any federal healthcare program.
2. Vendors/Contractors. IMI will not knowingly contract with or retain on its behalf any person or entity that has been (a) convicted of a criminal offense related to healthcare (unless such person or entity has implemented a compliance program as part of an agreement with the federal government) or (b) listed by a federal agency as debarred, excluded or otherwise ineligible to participate in any federal healthcare program.
3. Inquiry. In attempting to ascertain whether an individual or entity is ineligible, IMI shall review the Department of Health and Human Services/Office of Inspector General List of Excluded Individuals/Entities and the General Services Administration’s Excluded Parties List System.

V. MONITORING AND AUDITING

It is the policy of IMI to ensure that a representative sample of claims submitted for payment is periodically reviewed to identify any deficiency in the claims development and submission process that may result in inaccurate or under documented claims. IMI’s auditing and monitoring process shall include, but not be limited to, the auditing of new employees in certain critical positions involving the claims development and submission process, and the periodic audit of the claims development and submission process, whether such claims are processed internally or under contract by a vendor for IMI. The audits may be performed by staff or by independent consultants engaged specifically for such audits.

A. New Employee Audits.

1. Billers and Coders. Any employee whose principle function includes billing and coding of claims to be submitted to the Medicare or Medicaid Programs shall have his or her work reviewed by the employee’s supervisor not less than thirty (30) days following such employee’s commencement date.
2. Patient Care Providers. Within fifteen (15) days of commencing work at a hospital client of IMI, patient care providers shall receive written guidelines with respect to the requirements for properly documenting the services rendered. The provider’s supervisor or other appropriate persons shall review a sample of each new provider’s documentation to ensure accurate and complete documentation exists for the services provided.

VI. REPORTING OF VIOLATIONS/INVESTIGATION OF REPORTS

Any employee or agent who is aware of a violation of the Program or related policies is responsible for reporting that information immediately to his or her supervisor or to the Compliance Officer through the means described below.

A. Reporting Mechanisms.
Every employee and agent has a responsibility to report any suspected violation of the Program or related policies to his or her supervisor or the Compliance Officer. IMI Personnel may not be subject to any reprisal for a good faith report of a suspected violation of the Program or related policy. In addition, IMI is committed to establishing an environment and organizational culture that encourages employees to seek and receive prompt guidance before engaging in conduct that may raise questions under the Program or related policies.
To achieve these objectives, the Compliance Officer is responsible for ensuring that the following practices and procedures are implemented and enforced.

1. IMI Personnel may consult their supervisors about any questions regarding the Program or related policies. Supervisors should respond to all inquiries or refer any such inquiry to the appropriate individual(s) within IMI, or the Corporate Compliance officer.
2. IMI Personnel may report to their supervisors any suspected violation of the Program or related policies. All supervisory/management personnel shall maintain an “open door policy” that permits an employee to present or discuss any suspected violation of the Program or related policies. Supervisors who receive such reports from employees shall immediately report the information to the Compliance Officer. In addition, the Compliance Officer may establish other mechanisms that allow employees to report anonymously suspected violations of the Program or related policies. The Compliance Officer shall use his or her best efforts to maintain confidentiality of the identity of employees who submit reports of violations or suspected violations.
3. IMI Personnel may not be subject to any reprisal or retribution for a good faith report of a suspected violation of the Program or related policies. However, employees may be subject to disciplinary action if IMI concludes that the report of wrongdoing was knowingly fabricated by the employee or was knowingly distorted, exaggerated or minimized to either injure someone else or to protect the reporting party. An employee whose report of misconduct contains admissions of personal wrongdoing will not be guaranteed protection from disciplinary action.
4. The Compliance Officer has the responsibility to review all reports received of suspected violations of the Program or related policies. A written record shall be made of every report using a form created for that purpose. Upon completion of the written record of the report, the Compliance Officer shall follow the procedures set forth in Section VI.B hereof.
5. As part of the Compliance Officer’s periodic reports to the Board of Directors, he or she shall include a report on all allegations of employee wrongdoing, including the results of investigations and any subsequent punishments or remedial actions taken.

B. Immediate Response Necessary
All reports of suspected violations of the Program or related policies shall be reviewed by the Compliance Officer, who shall complete a written record summarizing the report. The Compliance Officer may consult with outside counsel regarding the various questions or issues raised by the report, including:

1. Should an investigation be conducted?
2. Should counsel conduct the investigation?
3. Should disclosure be made to the appropriate government agency?
4. Do employees need separate counsel and should IMI supply separate counsel to the employees?

C. Investigations of Violations
Any time an investigation is conducted, the purpose of such investigation shall be to identify any laws, rules or standards of the Medicare or Medicaid programs that may not have been followed; to identify individuals who may have knowingly or inadvertently caused claims to be submitted or processed in a manner which violated Medicare or Medicaid laws, rules, or standards; to facilitate the correction of any practices not in compliance with the Medicare or Medicaid laws, rules or standards; to implement those procedures necessary to insure future compliance; and to protect IMI in the event of civil or criminal enforcement actions.
All IMI Personnel are expected to cooperate in any investigation of an alleged violation of the Program or related policies. It is imperative, however, that even a preliminary investigation of any suspected violation not be conducted without consultation with and direction from the Compliance Officer, who may seek the assistance and guidance of outside legal counsel. Investigations may raise complicated legal issues and investigations conducted without the advice of counsel could result in the waiver of important legal rights and privileges. The investigation process to be followed is set forth in Exhibit 1 hereto.

VII. ENFORCEMENT AND DISCIPLINE FOR VIOLATIONS

The Federal Sentencing Guidelines require that an effective compliance program include procedures to ensure the discipline of employees who violate the law or who fail to detect wrongdoing. Therefore, all employees will be trained on the importance of adherence to the Program and will be required to acknowledge that adherence to the Program is a material condition of employment. Employees also may be disciplined for failing to participate in the Program or failing to perform any obligation required of the employees relating to the Program. IMI will document all reasons for disciplinary actions taken against its employees for violations of the Program and related policies. The determination of the appropriate discipline shall be made in accordance with IMI’s policies, including the Program. The following factors may be taken into account in determining the appropriate disciplinary action, up to and including termination, to impose for a violation of the Program or related policies:

1. the nature of the violation(s) and the ramifications of such violation(s) to IMI;
2. the disciplinary action imposed for similar violations;
3. any history of past violations;
4. whether the violation was willful or unintentional;
5. whether the individual was directly or indirectly involved in the violation(s);
6. whether the violation(s) represented an isolated occurrence or a pattern of conduct;
7. if the violation consisted of the failure to supervise another individual who violated the Program or related policies, the extent to which the circumstances reflect lack of diligence;
8. if the violation consisted of actions taken against another individual for reporting a suspected violation or cooperating with an investigation, the nature and extent of such actions;
9. whether the individual in question reported the violation; and
10. the degree to which the individual cooperated with the investigation.

EXHIBIT 1
INVESTIGATIVE PROCESS

I. INVESTIGATIVE PROCESS
Upon receipt of an employee report or other information (including audit results) that suggests the existence of a serious pattern of conduct in violation of compliance policies or applicable laws or regulations, the Code or related policies, the Compliance Officer shall institute an investigation under the direction and control of legal counsel.
If the employee report is not viewed as serious in the discretion of the Compliance Officer, the matter may be reviewed internally. Steps to be followed in undertaking the internal review shall include, at a minimum:

1. Notification of the Board of Directors of the nature and potential extent of the conduct, report or matter.
2. Assignment of the matter to persons who may have knowledge of the alleged problem or process for a review of the applicable laws and regulations which might be relevant to or provide guidance with respect to the appropriateness or inappropriateness of the activity in question.
If the review results in conclusions or findings that the conduct that is the subject of the inquiry is permitted under applicable laws, regulations or policy or that the reported conduct did not occur as alleged or that it does not otherwise appear to be problematic, the review shall be closed. If the review suggests that the matter is more serious than initially thought, the Compliance Officer shall institute a formal investigation under the direction and control of legal counsel.

II. IMI RESPONSE

A. Possible Criminal Activity
In the event IMI uncovers what appears to be criminal activity on the part of any employee or business unit, it shall undertake the following steps.

1. Immediately cease all billing activities related to the problem or within the unit(s) where the problem exists until such time as the offending practices are corrected or determined to be in compliance with applicable laws, regulations or standards.
2. Initiate appropriate disciplinary action against the person or persons whose conduct appears to have been intentional, willfully indifferent or with reckless disregard for the Medicare and Medicaid laws. Appropriate disciplinary action shall include, at a minimum, the removal of such person(s) from any position with oversight for or impact upon the claims submission or billing process and may include, in addition, suspension, demotion, or termination.
3. Where only Medicaid is implicated, the appropriate state agency and/or the state Attorney General shall be notified. In the event that Medicare and Medicaid claims are implicated, IMI shall notify the programs through the local United States Attorney’s Office or the local office of the Inspector General Division, as counsel for IMI deems appropriate.

B. Other Non-Compliance
In the event the investigation reveals billing or other problems that do not appear to be the result of conduct that is intentional, willfully indifferent, or with reckless disregard for the Medicare and Medicaid laws, IMI shall nevertheless undertake the following steps.

1. Improper Payments. In the event the problem results in duplicate payments by Medicare or Medicaid, or payments for services not rendered or provided other than as claimed, IMI shall:

a. Correct the defective practice or procedure as quickly as possible;
b. Calculate and repay the appropriate governmental entity (or agent therefor) any duplicate payments or other improper payments resulting from the act or omission;
c. Initiate such disciplinary action, if any, as may be appropriate given the facts and circumstances. Appropriate disciplinary action may include, but is not limited to, reprimand, demotion, suspension or termination; and
d. Promptly undertake a program of education at the appropriate business unit to prevent future similar problems.

2. No Improper Payment. In the event the problem has not resulted in any overpayment by the Medicare or Medicaid program, IMI shall:

a. Correct the defective practice or procedure as quickly as possible;
b. Initiate disciplinary action, if any, as may be appropriate given the facts and circumstances. Appropriate disciplinary action may include, but is not limited to, reprimand, demotion, suspension a termination; and
c. Promptly undertake a program of education at the appropriate business unit to prevent future similar problems.

INPATIENT MANAGEMENT, INC.
CORPORATE COMPLIANCE PROGRAM SUMMARY

Inpatient Management, Inc. has developed a compliance program (the “Program”) in order to remain informed of, and in compliance with, all relevant laws and regulations, including federal and state health care laws. The Program is designed to protect the corporation and its employees and agents from the consequences of engaging in inappropriate conduct and to promptly respond and remedy any such inappropriate conduct.
To carry out the Program, the corporation has appointed Kirk Mathews, the Chief Executive Officer, to serve as its Corporate Compliance Officer. The Compliance Officer reports directly to the Board of Directors and is responsible for developing, implementing and enforcing the Program and its policies and objectives.
The Compliance Officer is responsible for developing standards, policies and procedures, as necessary, to insure that the corporation is in compliance with all applicable laws. He or she is also responsible for training all personnel about the Program itself and about the standards, policies and procedures developed. Such training will be incorporated into the training each employee currently receives.
The Compliance Officer is also responsible for monitoring the use and effectiveness of the Program and the standards, policies and procedures developed. Such monitoring may entail periodic or random audits of various departments, job functions or the like.
When Program issues arise, the Compliance Officer is responsible for ensuring that the issues are dealt with, to the extent possible, through the current chain of command. When that is not possible or desirable, the Compliance Officer can receive, investigate and act upon reports, complaints and issues that arise. The Compliance Officer is finally responsible for the consistent, continual and effective enforcement of the Program and the corporation’s policies and procedures.
If you need further details about the Program, you should review the Corporate Compliance Program or otherwise contact the Compliance Officer.

CORPORATE CODE OF CONDUCT

PURPOSE

This Code of Conduct (“Code”) has been adopted by the Board of Directors of Inpatient Management, Inc. (“IMI”) to provide standards by which employees and agents of IMI and its affiliated entities (“IMI Personnel”) will conduct themselves in order to promote organization-wide integrity and to enhance IMI’s ability to achieve its mission. Employees and agents of IMI and its affiliated entities shall include (in addition to other employees and agents) directors, officers, and physicians either employed directly by IMI or the affiliated entity or providing services to IMI or the affiliated entity as independent contractors.

INTRODUCTION

This Code applies to all IMI Personnel, and each employee and agent is personally responsible for his or her own conduct and for complying with the Code.
The Code will be distributed and explained to all IMI Personnel. In addition, supplemental materials dealing with specific subjects, such as compliance with the fraud and abuse laws and billing for services rendered to Medicare beneficiaries, will be distributed to IMI Personnel with responsibilities in those areas.
The Code is not intended to create a contract between IMI and any person or to give any person any other rights against IMI. The Code may be modified at any time in the discretion of IMI. In the event of any conflict between this Code and any specific policy of IMI, the specific policy shall take precedence.

1.0 COMPLIANCE WITH LAWS AND REGULATIONS

IMI will strive to ensure all activity by or on behalf of the organization is in compliance with applicable laws and regulations.

1.1 General Compliance. Employees must comply with both the spirit and the letter of all laws that apply to IMI’s operations, business and dealings. If an employee questions the existence of, interpretation or application of any law, the employee should direct the question to his or her supervisor or the Compliance Officer.

1.2 Cooperation with Government Officials. Employees must cooperate with the government officials who are responsible for administering and enforcing those laws and for monitoring and regulating IMI’s activities. If an employee is contacted by a representative of any government agency, the employee must immediately consult with his or her supervisor for guidance to insure that the government agency receives full cooperation.

1.3 Fraud and Abuse. IMI expects its employees to refrain from conduct that may violate federal or state fraud and abuse laws. These laws prohibit (1) direct, indirect or disguised payments in exchange for patient referrals, as well as payments to reduce or limit services; (2) the submission of false, fraudulent, inaccurate, incomplete or misleading claims to any government entity or third party payor, including claims for services not rendered, claims that characterize the service differently than the service actually rendered, or claims that do not otherwise comply with applicable program or contractual requirements; and (3) making false representations to any person or entity in order to gain or retain participation in a program or to obtain payment for any service.

1.3.1 A difficult area in which to recognize violations of the fraud and abuse laws is the prohibition against offering, paying, soliciting or receiving any money, gifts, services or anything else of value in return for the referral of federal health care program (e.g, Medicare, Medicaid) patients or to induce the purchase of items or services reimbursed directly or indirectly by any federal health care program. Situations that may arise include requests from physicians and other providers for special treatment or payments in return for referring patients or other business to IMI. Such requests might seek, for example, payment of an incentive each time a patient is referred, provision of free or significantly discounted billing, nursing or other staff services, or payment for services in excess of their fair market value.

1.3.2 An employee faced with a situation that appears to be questionable under the fraud and abuse laws should consult with his or her supervisor or the Compliance Officer for guidance. Any questions about interpretations of the fraud or abuse laws should be discussed with the Compliance Officer. An employee who suspects that a violation of the fraud and abuse laws has occurred should disclose that situation to the Compliance Officer.

1.3.3 All financial arrangements with any actual or potential source of referrals must be approved by IMI’s President or Chief Financial Officer. All such arrangements, including without limitation, contracts for personal services, leases, recruitment arrangements and loans, shall be subject to review by the Compliance Officer.

1.3.4 Employees shall not enter into financial relationships with physicians that could put IMI in a position of possibly violating the federal physician self-referral prohibition (the “Stark Law”) or any state law or regulation prohibiting physician self-referrals. If an employee has a question regarding whether a particular arrangement or situation raises questions under the prohibitions of the Stark Law or any state law or regulation prohibiting physician self-referrals, the employee should consult his or her supervisor or the Compliance Officer for guidance, who may seek advice from legal counsel.

1.4 Antitrust. All employees must comply with applicable federal and state antitrust and similar laws that regulate competition. Examples of conduct prohibited by the laws include (1) agreements to fix prices, bid rigging, collusion (including price sharing) with competitors; (2) boycotts, certain exclusive dealing and price discrimination agreements; and (3) unfair trade practices including bribery, misappropriation of trade secrets, deception, intimidation and similar unfair practices. An employee faced with a situation that appears questionable should consult with his or her supervisor or the Compliance Officer for guidance. An employee who suspects a violation of the antitrust laws should disclose that situation to the Compliance Officer.

1.5 Environmental. It is IMI’s policy to manage and operate its business in the manner that respects the environment and conserves natural resources. IMI’s employees will strive to utilize resources appropriately and efficiently, to dispose of all waste (including medical waste) in accordance with applicable laws and regulations, and to work cooperatively with the appropriate authorities to address any environmental contamination for which IMI may be responsible. An employee faced with a situation that appears questionable should consult with his or her supervisor or the Compliance Officer for guidance. An employee who suspects a violation of environmental laws should disclose that situation to the Compliance Officer.

1.6 Discrimination. IMI believes that the fair and equitable treatment of employees, patients and other persons is critical to fulfilling its mission and goals. It is a policy of IMI to treat all patients without regard to the race, color, religion, sex, ethnic origin, age or disability of such person, or any other classification prohibited by law. It is a policy of IMI to recruit, hire, train, promote, assign, transfer, layoff, recall and terminate employees based on their own ability, achievement, experience and conduct without regard to race, color, religion, sex, ethnic origin, age or disability, or any other classification prohibited by law. No form of harassment or discrimination on the basis of sex, race, color, disability, age, religion or ethnic origin or disability or any other classification prohibited by law will be permitted. Each allegation of harassment or discrimination will be promptly investigated in accordance with applicable human resource policies. An employee faced with a situation that appears questionable should consult with his or her supervisor or the Compliance Officer for guidance. An employee who suspects that he or she or a co-worker has been treated in a discriminatory manner should disclose that situation to the Compliance Officer.

2.0 CONFIDENTIALITY

IMI employees shall not disclose confidential patient or business information to unauthorized persons.

2.1 IMI and its employees are in possession of and have access to a broad variety of confidential, sensitive and proprietary information, the inappropriate release of which could be injurious to individuals, IMI’s business partners and IMI itself. Every IMI employee has an obligation to protect and safeguard confidential, sensitive and proprietary information in a manner designed to prevent the unauthorized disclosure of information.

2.2 All IMI employees have an obligation to conduct themselves in accordance with the principle of maintaining the confidentiality of patient information in accordance with all applicable laws and regulations as set forth in IMI’s HIPAA Privacy Manual. Employees shall refrain from revealing any personal or confidential information concerning patients or their family members unless supported by legitimate business or patient care purposes. If questions arise regarding an obligation to maintain the confidentiality of information or the appropriateness of releasing information, the employee should seek guidance from his or her supervisor or the Privacy Officer David Sandvos.

2.3 Information, ideas and intellectual property assets of IMI are important to organizational success. Information pertaining to IMI’s competitive position or business strategies, payment and reimbursement information, and information relating to negotiations with employees or third parties should be protected and shared only with employees having a need to know such information in order to perform their job responsibilities. Employees should exercise care to ensure that intellectual property rights, including patents, trademarks, copyrights and software are carefully maintained and managed to preserve and protect their value.

2.4 Salary, benefit and other personal information relating to employees shall be treated as confidential. Personnel files, payroll information, disciplinary matters and similar information shall be maintained in a manner designed to ensure confidentiality in accordance with applicable laws. Employees should exercise due care to prevent the release or sharing of information beyond those persons who may need such information to fulfill their job function.

3.0 CONFLICTS OF INTEREST

Employees owe a duty of undivided and unqualified loyalty to IMI. Such individuals may not use their positions to profit personally or to assist others in profiting in any way at the expense of IMI.

3.1 Employees must at all times seek to promote, enhance, and protect the interests of IMI, and avoid taking any action that may be adverse to those interests. A conflict of interest arises when an employee’s outside activities influence the performance of that employee’s responsibilities to IMI in a manner that is contrary to IMI’s interests. Employees must be alert to any situation that may involve even the appearance of a conflict of interest and must disclose that situation promptly to their supervisors.

3.2 Employees are prohibited from soliciting tips, personal gratuities or gifts from patients and from accepting monetary tips or gratuities.

3.3 Employees shall not accept gifts, favors, services, entertainment or other things of value to the extent that decision-making or actions affecting IMI might be influenced. Similarly, offering or giving money, services or other things of value with the expectation of influencing the judgment or decision-making process of any purchaser, supplier, customer, government official or other person by IMI or its employees is absolutely prohibited. Any such conduct must be reported immediately either to the employee’s supervisor or to the Compliance Officer.

3.4 Employees may retain gifts from vendors that have a nominal value. (IMI has made no attempt to define “nominal” as a specific dollar value. Rather, IMI expects its employees to exercise good judgment and discretion in accepting gifts). If an employee has any concern regarding whether a gift should be accepted, the employee should consult with his or her supervisor. To the extent possible, these gifts should be shared with the employee’s co-workers. Employees shall not accept excessive gifts, meals, expensive entertainment or other offers of goods or services that have more than a nominal value, nor may they solicit gifts from vendors, suppliers, contractors or other persons.

3.5 Employees must not engage in outside activities during working hours and must not use IMI equipment (including computers), supplies or information in connection with their outside activities unless they receive the approval of their supervisors. Self employment or employment by others is permissible only if it does not adversely affect the employee’s job performance for IMI or create a conflict of interest with IMI. An employee of IMI must not become an officer or director of, or accept a position of responsibility with, any other company in competition with IMI without the approval of his or her supervisor.

3.6 Commencing with the adoption of this Code, no employee may be hired or promoted where the result will be that an employee will supervise a member of his or her own family (i.e., grandmother, grandfather, mother, father, sister, brother, aunt or uncle).

4.0 BUSINESS ETHICS/FINANCIAL ACCOUNTING

In furtherance of IMI’s commitment to the highest standards of business ethics and integrity, employees will accurately and honestly represent IMI and will not engage in any activity or scheme intended to defraud anyone of money, property or honest services.

4.1 IMI requires candor and honesty from employees in the performance of their responsibilities and in communications with IMI’s attorneys and auditors. No employee shall make false or misleading statements to any patient, person or entity doing business with IMI.

4.2 All business relations with vendors or contractors must be conducted at arm’s length both in fact and in appearance. Employees must disclose personal relationships and business activities with vendor and contractor personnel that may be construed by an impartial observer as influencing the employees’ performance or duties. Employees faced with situations that appear questionable should consult with their supervisors or the Compliance Officer for guidance.

4.3 Employees who deal with contractors, suppliers and competitors must not take advantage of their position with IMI to obtain personal benefits. Employees must not take personal advantage of a business opportunity that may be or appears to be of interest to IMI without the approval of their supervisors. Employees must not conduct business on behalf of IMI with any company in which they have an interest without first disclosing that interest to their supervisors. Employees must not do business on behalf of IMI with any family member or relative without first disclosing that relationship to their supervisors.

4.4 Employees must record all entries in IMI’s books and records (and those of IMI’s hospital clients) accurately, honestly and fairly so that such entries reflect the true nature and purpose of the transactions which are being recorded. Books and records must not contain any false or misleading information.

4.5 IMI’s financial reports must fairly and consistently reflect performance and accurately disclose the results of operations. They must also comply with Generally Accepted Accounting Principles, regulations of the Centers for Medicare and Medicaid Services, and other applicable rules. No “off the books” transactions will be permitted. Employees must comply with all internal audit procedures of IMI. All transactions must be conducted as directed by management.

CONCLUSION

This Code sets forth IMI’s expectations about proper job-related conduct. However, this Code cannot anticipate every situation that an employee may face. An employee should consult his or her supervisor for guidance if this Code does not provide adequate direction or if the employee is being pressured to compromise his or her behavior, whether by another employee, a hospital (or employee thereof), a physician, a supplier, a competitor or a patient. If the employee is unable to resolve his or her concerns with his or her supervisor, the employee should contact the Compliance Officer. Any questions about interpretations of the law or the legality of a particular course of conduct should be discussed with the Compliance Officer, who may in turn consult legal counsel.
No employee’s concern is too small or unimportant if he or she thinks it implicates policies concerning proper conduct. An employee will find that by seeking guidance, a resolution can be found which will both meet the employee’s concerns and be consistent with this Code.