INOVA Code of Conduct

INOVA Health System Foundation

The Code of Conduct (Code)

Table of Contents

Introduction

I. Inova Values

* Mission Statement

* Our Commitments

* Vision

* Beliefs

* Business Ethics

* Standards of Behavior

II. Compliance with Laws and Regulations

III. Conduct in Inova Facilities

* Conflicts of Interest

* Gifts and Entertainment

* Employment of Relatives

* Outside Employment and Other Activities

IV. Books and Records

V. Coding and Billing Compliance - Fraud and Abuse

VI. Physician Relations

VII. Confidential Business Information

VIII. Relationship with Patients

* Patients’ Rights

* EMTALA

* HIPAA

IX. Antitrust and Trade Regulations

X. Environmental/Occupational Safety and Health

XI. Intellectual Property

XII. Not-for-profit Tax-Exempt Status

XIII. Government Contracting

VIV. Research Activities

Conclusion

Introduction

This Code of Conduct (Code) describes the commitment of Inova to the highest ethical standards of honesty and integrity. (Note: When “Inova” is used throughout this document and the accompanying Compliance and Ethics Program, it refers to the parent corporation itself (Inova Health System Foundation) and to each of its affiliates, subsidiaries and divisions.) This Code applies to Inova’s Board of Trustees, senior management and employees, hospital-based physicians, and contractors who provide patient care or who perform billing or coding services on behalf of Inova.

(Note: When “employee” is used in this Code, it includes non-employed contract directors.)

(Note: When “contractor” is used in this Code, it includes subcontractors and other agents working on behalf of Inova) This Code applies to the conduct of physicians and allied health practitioners (referred to as the “Medical Staff”) when practicing in an Inova hospital or other facility or when conducting business on behalf of Inova. This Code is not intended to govern the private practice of physicians and allied health practitioners.

The Code will be distributed to you, and you are personally responsible for complying with it. When you receive the Code you will be required to certify, in writing, that you have received, read, understand, and will abide by the Code of Conduct. This Code is not a contract. Inova may alter, amend or modify this Code at any time without prior notice to any person or employee. The Code does not replace existing Inova policies and procedures, such as those of individual Inova operating units or the Medical Staff. The Code is intended to be read in conjunction with existing Inova policies and procedures — for example, those that may exist within individual Inova subsidiaries, facilities and departments. In the event that there is an existing policy that is more specific than the Code, the Code is intended to complement the existing policy. In the event that the Code conflicts with an existing Inova policy, please notify senior management or the Chief Compliance Officer immediately, and Inova will examine the existing policy and take action, if appropriate, to reconcile the inconsistency.

This Code is intended to complement Inova’s Compliance and Ethics Program (Compliance Program) to ensure that Inova, through its Employees, Trustees, contractors, and the Medical Staff is able to prevent and detect violations of federal, state and local law, as well as Inova policies and procedures. No concern is too small or unimportant to bring to the attention of management if you think that it raises issues under this Code, the Compliance Program, applicable law

or Inova policy. You may always contact Inova’s Chief Compliance Officer directly (703-205-2337) or Inova’s Compliance and Ethics Hotline (1-888-800-4030) if you are not comfortable reporting something directly to management, or if you feel that attempts to do so have not been effective.

You must always act with honesty and integrity, and with the highest ethical standards for conduct. Apply your common sense to this Code. If you question any situation or action under this Code, the Compliance Program, or federal or state law, ask yourself the following questions about the situation or action:

* Is it legal?

* Is it consistent with Inova’s policies and procedures?

* How would you feel if you did it?

* How would you feel if the situation continued?

* How would it look to family, friends, patients and the community?

If after asking yourself these questions you have any concerns about business ethics, or compliance with the Code, the Compliance Program, applicable laws and regulations or Inova policies and procedures, then it is your duty to report your concerns to management, the Chief Compliance Officer, or the Compliance and Ethics Hotline. Adherence to Inova’s Compliance and Ethics Program, this Code, and applicable policies and procedures will be an element in evaluating every Inova employee and contractor, and will be considered in the Medical Staff appointment, reappointment and disciplinary processes in accordance with applicable Medical Staff bylaws, rules and regulations, and policies.

Violations of Inova’s Compliance and Ethics Program or Code of Conduct could result in disciplinary action, and if serious enough, could result in termination of your employment, your contract, or your Medical Staff membership and/ or privileges, pursuant to applicable Medical Staff bylaws and policies. The decision of what type of disciplinary measure is appropriate for Inova employees will be made in accordance with Inova policy and procedure. Employees see Inova Human Resources Policy 3024 — Progressive Discipline.

I. Inova Values

Mission Statement

To improve the health of the diverse community we serve through excellence in patient care, education and research.

Vision

To optimize the health and well-being of each individual we serve.

Commitments

Innovative Excellence • Caring About People • Community

Beliefs

Trust • Empowerment • Integrity • Partnership • Quality • Respect • Value • Compassion

Standards of Behavior

Professionalism • Confidentiality & Privacy • Sense of Ownership • Accountability/Personal Responsibility • Commitment to Colleagues • Safety • Communication • Telephone & Email Etiquette • Stewardship • Caring Relationships

Inova Service Promise

We seek every opportunity to meet the unique needs of each person we are privileged to serve – every time, every touch.

Business Ethics

Inova relies on its employees, contractors and Medical Staff to represent the organization, its beliefs and values, and to act in a way that is above reproach. Always adhere to the highest ethical standards of conduct, and conduct yourself with honesty and integrity. Always follow the letter and spirit of applicable laws, rules and regulations including Inova policies and procedures. Always tell the truth with full and fair disclosure of the facts and without any attempt to mislead while being mindful of patient confidentiality rules and business confidentiality standards.

II. Compliance with Laws and Regulations

Comply with All Laws and Regulations that Apply to Inova Operations, Business and Dealings

* Cooperate with government officials who are responsible for administering and enforcing applicable laws and for monitoring and regulating Inova’s activities.

* If an attorney or a representative of any government agency contacts you as part of an investigation of Inova, immediately contact Inova’s Office of the General Counsel (703-289-2027) to make sure that the government agency receives full cooperation. Inova will provide employees, contractors, and the Medical Staff with guidance on how to respond to investigations and inquiries.

* If you question whether an action is legal, or if you are confused about what a particular law means, contact management or the Chief Compliance Officer.

* If you suspect any violation of this Code, the law or Inova policies or procedures, report it to the Chief Compliance Officer or to management who then will report it to the Chief Compliance Officer.

If you report a concern to management or the Chief Compliance Officer, your identity will be kept CONFIDENTIAL to the fullest extent possible.

It may be necessary for the Chief Compliance Officer, in order to effectively investigate compliance issues, to divulge the identity of individuals who report suspected violations. Every reasonable effort will be made to protect the identity of individuals who desire such protection. Inova’s policies prohibit any sort of retaliation or retribution against an individual who reports a potential or suspected violation in good faith. Reporting “in good faith” means individuals will report instances when they believe there has been a violation or when there is the potential or likelihood that a violation will occur. It also means that individuals will not make frivolous or false reports, nor will they use the various compliance reporting mechanisms for any sort of retaliation against another individual. Adherence to the Compliance and Ethics Program, this Code, and applicable policies and procedures will be an element in evaluating all Inova employees and contractors, and will be considered in the Medical Staff appointment, reappointment and disciplinary processes in accordance with applicable Medical Staff bylaws, rules and regulations, and policies.

III. Conduct in Inova Facilities or While Acting on Behalf of Inova

Maintain an Environment of Patient Safety at Inova Free from Disruptive Behavior or Intimidation

* Inova is committed to providing an environment where all individuals working in an Inova facility treat each other with respect, courtesy and dignity and conduct themselves in a professional and cooperative manner. Likewise, patients, families and visitors are expected to refrain from disruptive behavior or intimidation.

* All individuals working at Inova, including members of the medical staff, allied health professionals, nursing and clinical personnel, employees and volunteers, should follow Inova’s Standards of Behavior.

* Disruptive behavior includes acts of degradation, intimidation, harassment or the threat of harm to patients, medical staff, allied health professionals and employees that:

** Disrupt orderly operation of facilities

** Interfere with and/or impair the ability of others to accomplish their work safely and competently

* Examples of disruptive behavior include, but are not limited to:

** Threats, attacks, verbal or other abuse, in whatever form, that are personal, or outside the bounds of fair professional conduct and personal civility

** Disrespectful or inappropriate verbal communication or written documentation in medical records, or

other official documents that, by fact or design, compromise the effectiveness of the medical staff, allied health professionals, or employees

** Non-constructive criticism, addressed in a manner so as to intimidate, undermine confidence, demean or belittle, members of the medical staff, allied health professionals, or employees

** Harassment of any kind

** Use of profanity or similarly offensive language, written or not, sign or dramatics that are perceived to intimidate, degrade, embarrass or humiliate other person(s) or the System.

* Individuals who observe or are subjected to disruptive behavior or intimidation should bring such activity to the attention of management through the facilities’ Human Resources Departments or applicable Medical Staff Office.

Maintain a Working Environment at Inova Free from Harassment, Illegal Drugs, Alcohol, Tobacco and Unlawful Discrimination

* Inova is committed to providing an efficient and productive work environment.

* Perform your duties safely, competently, efficiently and in a way that protects Inova’s interests, your interests and those of Inova patients.

* You are expected to conduct yourself in a way that reflects personal honesty and integrity, reflects positively on Inova, and meets Inova’s obligation to provide quality care to patients.

* If you are an employee, you must comply with all applicable federal and state employment laws, including those relating to discrimination based on age, race, religion, gender, sexual orientation or disability, and those relating to compensation and overtime pay.

* You must comply with federal and state laws that prohibit substance abuse in the workplace and Inova’s Drug Free Workplace Policy. It is a violation of law and Inova policy to use illegal drugs or alcohol in the workplace. If you use illegal drugs or alcohol, you may be penalized, including termination of your employment, your contract, or your Medical Staff membership and/or privileges, in accordance with applicable Medical Staff bylaws, rules and regulations and policies. Employees see Inova Human Resources Policy 7002 — Drug-Free Workplace Plan.

* Inova is an equal opportunity employer: employees will be recruited, hired, promoted, transferred, demoted or terminated on the basis of their skill, experience and performance — without regard to age, race, color, religion, national origin, gender, sexual orientation or disability.

* If you are an employee and you think you may have been unlawfully discriminated against, promptly report the situation to management, or to the director of Human Resources for your operating unit.

* Sexual harassment includes sexual advances, requests for sexual favors, or any sexually offensive verbal, visual or physical conduct, and is not permitted.

* If you think you may have been unlawfully harassed, promptly report the situation to management or to the director of Human Resources at the applicable operating unit.

* Employees should refer to the Inova employee handbook for more information about what is considered unacceptable behavior. See Inova Human Resources Policy 2005 — Anti-Harassment/Anti-Sexual Harassment.

Conflicts of Interest

Do Not Engage in Any Activity that Conflicts with Inova’s Interests

* Employees have a conflict of interest if their outside activities (those not directly related to duties at Inova) influence them to do their job, or any part of it, in a way that is contrary to Inova’s interests or to the best interest of Inova patients.

* Employees must promote and protect the interests of Inova and of Inova patients at all times and must not engage in activities for their personal benefit or the benefit of others that may harm Inova in any way.

* Contractors and members of the Medical Staff have a conflict of interest if their outside activities influence them to perform their official duties at Inova facilities or on behalf of Inova in a way that is contrary to Inova’s interests or to the best interest of Inova patients.

* Contractors must promote and protect the interests of Inova and of Inova patients and must not engage in activities for their personal benefit or the benefit of others that may harm Inova in any way while working on behalf of Inova.

* Do not use your position with Inova to profit personally or to help others profit in any way at Inova’s expense.

* Avoid situations that may appear to be a conflict of interest.

* Report any conflict of interest to management and to Inova’s Chief Compliance Officer.

* If you believe an activity might appear to be a conflict of interest, notify management -- even if you are not sure. If management is unsure whether the situation constitutes a conflict, they will ask the Chief Compliance Officer and/or Inova’s Office of General Counsel.

Refer to Inova’s conflict of interest policy and disclosure process for additional information.

The following rules cover some potential conflicts of interest, but are not intended to be a complete list: Relationships with Suppliers, Competitors, Inova Employees and their Families

* If you deal with contractors, suppliers, vendors or competitors, you must not take advantage of your position at Inova for any sort of personal gain.

* If you are an employee, you may not take personal advantage of a business opportunity that is (or appears to be) of interest to Inova unless you have your vice president’s permission.

* If you have any interest in a company — for example, a company owned by your family — or an employment or other compensation relationship with a company, you may not do business with that company on behalf of Inova unless you have first received approval from the Chief Compliance Officer and the VP, Materials Management.

* You may not do business with a relative on behalf of Inova unless you have first notified and received approval from the Chief Compliance Officer and the VP, Materials Management.

Gifts and Entertainment

Acceptance of gifts or entertainment from persons or companies that do, or seek to do, business with Inova can often cause a conflict of interest or the appearance of a conflict. Conflicts or the appearance of a conflict can be very damaging to Inova’s reputation and the trust between Inova, its customers and stakeholders. The rules below apply to all Inova employees at all times and apply to contractors and members of the Medical Staff while they are working in an official capacity on behalf of Inova.

Rules regarding gifts and entertainment:

* Do not accept gifts or favors of any kind from any person or company that does (or seeks to do) business with Inova.

* Any individual or organization that wants to make a gift that is cash or cash-like should be referred to the Inova Foundation.

* If you are an Inova employee, do not accept gifts or favors from Inova patients.

* You may, with approval of management, accept a business meal — for example, a dinner for the purpose of discussing Inova business with someone who does business with Inova. However, use good common sense and make sure that the meal is not excessive and does not influence how you do your job.

* Vendors are prohibited from providing food at any Inova location and/or to Inova employees. This covers all employees at an Inova location or at offsite locations, during and after business hours. The only exceptions to this policy are as follows:

** When a vendor is asked to assist with an Inova sponsored CME educational activity or an Inova sponsored fund raising event. In these instances, the vendor will be contacted by the Inova CME office or the Inova Foundation.

** When a vendor provides official nursing and allied health continuing education hours (contact hours). These educational hours may be provided by a vendor onsite at an Inova facility during work hours, or offsite when an employee may attend on his or her own time.

** During these events employees may accept food provided by a vendor who provides or sponsors the training

** For more information see the Materials Management Vendor Policy.

* You may, with approval of management, accept perishable or consumable items that are given by a patient as long as these items are infrequent, are of reasonable value, consumed or enjoyed by the staff at work, and will not cause any conflict or the appearance of a conflict of interest (for example, food during the holiday season, flowers from a patient, or pizza provided for the staff by a patient’s family).

Employment of Relatives

* With respect to Inova employment, the hiring or promotion of an employee is prohibited if that employee will be supervising, or be supervised by, a member of his or her own family. See Inova Human Resources Policy 3004, Employment.

Outside Employment and Other Activities

* Employees must not engage in activities during scheduled working hours that are not related to Inova’s business.

* Employees, contractors, and members of the Medical Staff must not use Inova’s equipment, supplies or information, including but not limited to client lists, financial reports, business or strategic plans, vendor lists, fee schedules or reimbursement rates, or marketing information, in connection with any non-Inova activities.

* Employees can work at another job (self-employment or employment by others) outside of their work for Inova as long as it does not adversely affect their job performance for Inova or create a conflict of interest. If an outside job might create a conflict, the employee must receive approval from management.

* Trustees and officers of Inova must notify Inova’s Chief Compliance Officer if they become a director or officer of (or accept a position of responsibility, compensated or uncompensated, with) any other company.

Inova May Not Deal with or Employ any Individual or Organization That Has Been Excluded from Participation in Federal Healthcare Programs (See Inova Human Resources Policy 3004)

* As part of the implementation of this Code and the Compliance Program, Inova will monitor the list of those individuals and organizations that are designated “excluded providers.”

IV. Books and Records

Maintain Accurate Records

* Books and records include, but are not limited to, electronic health records (for example, Epic) patient charts, medical records, clinical logs, clinical reports, financial reports, accounting records, research reports, expense reports, time records and any other documents that might reflect Inova’s business.

* Record all entries in Inova’s books and records accurately and in a timely manner.

* Use appropriate procedures for logging into and out of electronic systems to ensure accountability for transactions.

* Do not record any false or misleading information in any Inova books or records.

* Any entries that are recorded late should be noted as such and include the date and time the entry is made. Any late entries must be recorded in such a way as not to mislead potential readers regarding when and how the entry was made.

* Make sure that all Inova reports, records and documents accurately reflect performance and disclose the results of operations.

* Make sure that records and reports comply with Generally Accepted Accounting Principles, regulations of the federal Centers for Medicare and Medicaid Services (CMS) (Medicare and Medicaid), the Department of Medical Assistance Services (DMAS) (Medicaid), The Joint Commission and any other applicable rules.

* Comply with all of Inova’s internal audit procedures.

* Do not engage in any “off the books” transactions that are not accurately reflected in Inova’s books and records.

V. Coding and Billing Compliance - Fraud and Abuse

Inova expects its employees, contractors, and the Medical Staff to follow all the laws and regulations that relate to coding and billing. Employees, contractors, and the Medical Staff must refrain from conduct that may violate the fraud and abuse laws or applicable false claims laws. These laws prohibit: (1) direct, indirect or disguised payments in exchange for the referral of patients; (2) billing for certain services ordered by physicians when Inova has a financial relationship unless that relationship meets a regulatory exception; (3) the submission of false, fraudulent or misleading claims to any government entity or third-party payer, 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 (4) 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. Inova developed its Compliance and Ethics Program and maintains a policy (Regulatory Compliance Policy 001 — Corporate Commitment to Compliance) designed, implemented and enforced so that it will be effective in preventing and detecting acts of non-compliance including violations of the fraud and abuse laws and state and federal false claims laws. Any violation of these laws may subject Inova or the individual to serious civil or criminal penalties.

False Claims Act

It is a violation of the Virginia Fraud Against Taxpayers Act and the Federal False Claims Act to knowingly submit, or cause to be submitted, false or fraudulent claims to the government. It is also a violation to make or use false or misleading records or to make false or misleading statements. Anyone who knows of such a violation, who ignores the truth or falsity of information, or who acts in reckless disregard of the truth or falsity of such information, may violate the Virginia Fraud Against Taxpayers Act and the Federal False Claims Act. It is also a violation to omit important facts about the claims submitted or the information provided. These laws serve to prevent and detect fraud, waste and abuse in government healthcare programs such as Medicare, Medicaid and Tricare.

Any individual or organization that violates the Federal False Claims Act is liable to the government for penalties or not less than $5,500 and not more than $11,000 for each false claim, plus three times the amount paid by the government for the claim. Any individual or organization that violates the Virginia Fraud Against Taxpayers Act is liable to the Commonwealth of Virginia for penalties of not less than $5,000 and not more than $10,000 for each false claim, plus three times the amount paid by Virginia for the claim.

It is very important to Inova that every employee, contractor, and the Medical Staff make every effort to ensure that Inova’s claims are accurate and free from any misstatement that might violate state or federal law. Inova expects employees, contractors, and the Medical Staff to report to management or the Chief Compliance Officer anything that they feel might violate these laws.

Both the Virginia Fraud Against Taxpayers Act and the Federal False Claims act provide certain protections for individuals who report what they believe is a violation of the state or federal law. Employees, contractors, and the Medical Staff are protected from discrimination, retaliation, or retribution if they report a potential violation to the government. Inova’s policies also prohibit any sort of retaliation, retribution, or discrimination against any employee, a contractor, or the Medical Staff if they report a potential violation.

Maintain Accurate Records of the Healthcare Services Inova Provides

All bills, claims and requests for reimbursement, and all documentation supporting those claims or requests, must be complete and accurate and must reflect reasonable and necessary services ordered by an appropriately licensed medical professional. Bills and claims must comply with applicable rules and regulations. Coding must be accurate, properly reflect the services provided, and be consistent with applicable coding rules and standards. Cost reports must be accurate, properly reflect the statistics, charges and costs for services rendered, and must comply with federal and state laws, regulations and guidelines.

(4. Note: This rule does not apply when Inova has written information that the use of unlicensed/uncredentialed personnel is permitted by the payer and applicable laws and regulations.)

The following are examples of illegal activities:

* Billing for supplies or services not delivered or billing more than once for the same service

* Misrepresenting services provided

* Falsely certifying that services were medically necessary

* Collecting or attempting to collect amounts that exceed the co-payment and deductible from a Medicare or Medicaid beneficiary who has assigned benefits

* Asking for, offering or receiving a kickback, bribe or rebate or any other form of payment, in exchange for patient referrals

* Offering valuable items or services to Medicare or Medicaid beneficiaries to attract their business

* Providing financial incentives to limit services to Medicare patients

In addition:

* If you discover an inaccurate claim, immediately notify management or the Chief Compliance Officer, even if the bill or claim has already been submitted for reimbursement. Any overpayments that are identified must be repaid/ refunded in a timely manner.

* If your duties include providing a service for which Inova bills a payer or patient, you must be (1) licensed/ credentialed to provide the service, or (2) specially trained to provide the service if required by the state law/regulation for your specialty and any national licensure or accreditation requirements4.

* You may not make false statements or misrepresentations at any time about your Inova duties or about the services provided by Inova; this is particularly important if you are involved with processing claims or any other part of

the documentation and reimbursement process. Making false statements or false representations includes making statements that you know are untrue or believe might be untrue; omitting important facts about the information provided; or allowing someone to rely on information provided when you believe that information may not be accurate.

VI. Physician Relations

A. Maintain Positive Working Relationships with Physicians

* Because Inova is committed to maintaining positive working relationships with the physicians who practice at Inova hospitals and other facilities, it is important that you respect the legal rights of physicians, as well as their rights under Inova policies.

* Inova considers in a fair, prompt and reasonable manner, all physicians who apply for medical staff privileges at an Inova hospital or other facility, without discrimination on the basis of age, race, color, religion, national origin,

gender, sexual orientation or disability. All applications are given consideration under medical staff bylaws, rules and regulations.

* Do not enter into financial relationships with physicians on behalf of Inova that could violate state or federal laws, such as the federal Anti-Fraud and Abuse Statute (commonly known as the Anti-Kickback Statute), the federal self- referral law (the Stark Law), or state physician self-referral prohibitions. If you have a question about any of the laws listed in this section, or any other rules affecting financial relationships with physicians, contact Inova’s Office of General Counsel.

B. Never Offer, Solicit, Pay or Receive any Money, Gifts or Services or Anything of Value in Return for the Referral of Patients, or to Encourage the Purchase of Items or Services

* Do not offer, pay, solicit or receive any money, gifts, favors or services or anything of value in return for referring (or receiving referrals for) patients.

* Do not offer, pay, seek or receive any money, gifts, favors or services or anything of value to encourage someone to purchase goods or services.

* Remember that it is illegal to give a physician (or other health care provider) special treatment, money, favors, or services in return for patient referrals (or referrals of other business). This does not only mean giving a physician money in return for referrals, but also providing a physician with free or discounted services or anything else of value, such as services of free office space or free supplies.

For example, it is a violation of federal law and Inova policy to:

* pay a physician for referrals

* provide free or significantly discounted billing, nursing or other staff services

* pay more than fair market value for goods or services

* give physicians money or gifts of more than insignificant value

* If you question something under the fraud and abuse laws or this Code, notify management and/or the Chief Compliance Officer.

* If you report a concern to management or the Chief Compliance Officer, your identity will be kept confidential to the extent possible.

* Inova’s General Counsel must review all arrangements with any referral source (for example, physicians, vendors, suppliers), including contracts for services, leases, recruitment arrangements and loans.

C. Do Not Enter into any Agreements with Physicians That Do Not Comply with the Federal Physician Self- Referral Law (Stark Law)

* The federal physician self-referral law, commonly known as the “Stark Law,” generally prohibits physicians from referring Medicare patients to a facility for certain healthcare services if that physician has a financial relationship with the facility, unless the relationship fits within a regulatory exception.

* Consult with Inova’s Office of General Counsel before providing (or agreeing to provide) any direct or indirect compensation to a physician or that physician’s immediate family. Indirect compensation can take the form of free or discounted services or supplies, or anything else of value to the physician.

VII. Confidential Business Information

Do Not Disclose Confidential Inova Business Information to Unauthorized Persons

In the course of your duties, you may learn trade secrets, proprietary information, commercially sensitive information and other financial information about Inova. Do not disclose any confidential information to people who are not supposed to have it, including anyone outside Inova or people within Inova who are not authorized to have access to the information.

Examples of confidential business information include:

* Inova earnings estimates

* Expansion or reduction of Inova operations

* Increase or decrease in Inova’s business

* Merger or acquisition proposals involving Inova

* Borrowings by Inova

* Lawsuits involving Inova in any way

* Senior management team developments within Inova

* Major purchases or sales by Inova

* Client or vendor lists

* Fee schedules

* Reimbursement rates or methods

* Do not use confidential business information in any way that is not directly related to authorized Inova business activities — either during or after your relationship by Inova.

* Do not give any confidential Inova business information to Inova’s competitors, suppliers and contractors, or to other Inova employees, contractors, or members of the medical staff who do not need the information to perform their duties.

* You must receive approval from management before you share information with a competitor, supplier or contractor.

Use of Social Security Numbers

* Social Security numbers are protected by both Virginia and Federal law.

* Inova is committed to controlling how it records, uses, disseminates and disposes of records that contain Social Security numbers.

* Social Security numbers obtained from patients, vendors, contractors, employees or others are confidential information. These numbers will be recorded, retained and used only for legitimate healthcare operations or business functions.

* Workforce members are responsible for maintaining the confidentiality of Social Security numbers contained in Inova records.

* Workforce members are prohibited from using or disclosing Social Security numbers for any purpose other than the legitimate healthcare operations or business functions of Inova.

VIII. Relationship with Patients

Inova collects information about a patient’s medical condition, history, medication, and family illnesses to provide the best possible care. You are expected to understand the sensitive nature of this information and to uphold Inova’s commitment to maintaining the confidentiality of patient information. You will not use or disclose patient-specific information except when it is permitted or required by law, unless the patient has authorized such disclosure. Never use or disclose confidential information in a manner that violates the privacy rights of our patients. You do not have a right to access any patient information other than that necessary to perform your job duties. Every patient can expect that his or her privacy will be protected and that patient-specific information will be released only to persons as permitted by law or by the patient.

Patient Rights

Patients Must Receive Quality Care that is Delivered in a Considerate, Respectful and Cost-Effective Manner

* Patients have the right to be informed about their right to make advance directives.

* Patients have the right to know the names of all physicians, nurses and other hospital staff members caring for them.

* Patients must have an opportunity to talk regularly and openly with their attending physicians about their diagnosis, prescribed treatment, the prognosis of their illness or injury, and any follow-up care they may require.

* Patients must be advised if the hospital or its agent proposes to engage in, or perform, human experimentation affecting their care or treatment. They have the right to refuse to participate in any such research project.

* Patients have a right to privacy and confidentiality about their care, diagnosis and medical records.

* Patients have a right to information about a hospital bill, including mailed copies of the bill, upon request.

* Patients have the right to impartial access to all hospital services without regard to race, color, creed, national origin, age, gender, sexual orientation, disability or ability to pay.

Emergency Medical Treatment and Labor Act (EMTALA)

* Any individual who comes to an Inova dedicated emergency department requesting, or for whom a request is made, examination or treatment for a medical condition, will be given an appropriate medical screening. Likewise, any individual who is on Inova hospital property other than in a dedicated emergency department, and who requests, or for whom a request is made, examination or treatment for an emergency medical condition, will be given an appropriate medical screening. All individuals who are found to have an emergency medical condition shall be provided such treatment as required to stabilize the condition, within the staff and facility capabilities and capacity available at the hospital or provider-based, off-campus dedicated emergency department.

For additional information about EMTALA, refer to Inova’s Administrative Policy: Medical Screening, Stabilization, and Transfer, Compliance with EMTALA.

Protect the Integrity of Clinical Decision Making, Regardless of Compensation or Risk-Sharing Arrangements with System Leaders, Managers, Clinical Staff and Licensed Independent Practitioners.

* Clinical decisions must be based on identified patient medical needs.

* Financial incentives must not be used to reduce medically necessary care.

See “Patient Rights and Responsibilities” in the patient handbook.

Health Insurance Portability and Accountability Act of 1996 (HIPAA)

* Patients have the right to privacy and confidentiality about their care, diagnosis and medical information. HIPAA includes rules and regulations about privacy and security of patient information. HIPAA governs how Inova may use and disclose protected health information (PHI). PHI includes all individually identifiable health information such as medical records, patient bills, and electronic records that identify patients. HIPAA privacy rules allow Inova to use and disclose patient information for treatment, payment, healthcare operations, and for other activities required by law. HIPAA security rules govern how Inova must safeguard patient’s electronic health information.

* Any complaint received about potential HIPAA privacy violations must be reported to Inova’s Chief Privacy Officer, regardless of the perceived validity of the complaint.

* You must adhere to the HIPAA Privacy and Security Rules at all times. For more information about HIPAA, you may refer to Inova’s HIPAA policies and procedures that are posted on InovaNet. If you have any questions about how you may access, use, or disclose patient information you should contact management or the Chief Privacy Officer at 703-205-2337.

IX. Antitrust and Trade Regulations

Avoid Activities that Reduce or Eliminate Competition, Control Prices, Divide Markets or Exclude Competitors

* The purpose of the antitrust and trade regulation laws is to protect Inova and other companies and individuals from unfair trade practices, to promote competition and to preserve the free enterprise system.

* The antitrust and trade regulation laws are based on the belief that businesses and individuals should act independently in order to serve the economic good of all.

* When conducting business on behalf of Inova, you must strictly comply with all the antitrust laws. You may not personally act in a way that violates antitrust laws, and you may not authorize, direct, approve or condone someone else doing so.

* Remember that your activities may be reviewed by the government to determine if they comply with antitrust and trade regulation laws.

* Do not enter into any understanding or agreement (written or oral) that unlawfully reduces or eliminates competition, or that sets prices or divides markets with a competitor.

* If you negotiate and enter into a contract on Inova’s behalf with a competitor, potential competitor, contractor, or supplier, the contract must be competitive — in other words, it must be based on factors such as price, quality and service.

* If you attend trade association or professional association meetings, or otherwise come into contact with competitors on behalf of Inova, be particularly cautious not to do anything that could be interpreted as collusion or unlawful cooperation between competitors.

* If you question how the antitrust and trade regulation laws might apply to a particular situation, or if you suspect that someone has violated an antitrust or trade regulation law, consult with Inova’s Office of General Counsel.

X. Environmental/Occupational Safety and Health

Maintain a Safe and Healthy Working Environment

* Comply at all times with Inova’s environmental and occupational safety and health policies to help Inova maintain a workplace free from health and safety hazards.

* Help to minimize potential health and safety hazards and notify your manager of any actual or potentially unsafe working conditions.

* You must be particularly careful if you are involved with the storage or disposal of medical and/or chemical waste.

* If you operate incinerators, sterilizers, underground storage tanks (containing fuel for emergency generators), or any other type of potentially hazardous equipment, you must follow all permits, applicable laws, regulations and procedures.

* If you suspect a violation of an environmental or occupational safety and health law, immediately report the situation to management or to the applicable operating unit director of Safety and Security, who will report to Inova Risk Management or Inova’s Office of General Counsel, if necessary.

* If you have a question about environmental or occupational safety and health policies or laws, ask management, who will consult with Inova’s Office of General Counsel, if necessary.

* If you are involved in or see an accident that (1) injures (or may have injured) a patient, employee or visitor, or (2) damages property, you must fill out an incident report form.

XI. Intellectual Property

Compliance with Intellectual Property Laws

* You may only use material copyrighted by Inova, or Inova’s trademarks, patents and other “intellectual property” for authorized Inova business.

* You may not use Inova computers, Internet access or other software or equipment to download music, software, movies or anything else that might violate copyright or trademark laws.

* Be alert to possible violations of Inova’s copyrighted materials, trademarks or other intellectual property rights and immediately report suspected violations to management or Inova’s Office of General Counsel.

* When you use someone else’s copyrighted materials, trademarks or other intellectual property rights, make sure that you are doing so legally.

* If you have a question about intellectual property laws, please refer it to Inova’s Office of General Counsel for guidance.

XII. Not-for-profit/Tax-exempt Status

Do Not Engage in Any Activity that Threatens Inova’s Tax-Exempt Status

* The resources of Inova’s tax-exempt entities should be used only to further Inova’s charitable purpose and in a manner that furthers the public good rather than the private or personal interests of any individual.

* All Inova business transactions must be in the best interest of Inova and negotiated independently for “fair market” value.

* Do not use Inova resources to engage in any excess benefit transactions.

* Do not use Inova resources or property for your own personal use or benefit, or to benefit a third party.

* For tax purposes, non-employed physicians on Inova’s Medical Staff are considered to be private individuals and not tax-exempt entities.

* If you are unsure how tax-exempt requirements would apply to a particular situation, or if you suspect a violation of these requirements, immediately report the situation to management or Inova’s Office of General Counsel.

Relationship with Governmental Bodies and Government Officials

As a not-for-profit organization, Inova is prohibited from participating directly or indirectly in political campaign activity on behalf or in opposition to any candidate for public office. Inova may not provide monetary or in-kind support to any political party, candidate for public office, or political action committee.

* Employees may not use their Inova work time, and contractors and members of the Medical Staff may not use their time while working on behalf of Inova, to provide support to any political party or candidate, or for personal lobbying or other personal political activities.

* Inova employees, contractors, and members of the Medical Staff may personally participate in and contribute to political organizations and campaigns, but they must do so as individuals, not as representatives of Inova, and they must use their own time and funds.

* Employees, contractors, and members of the Medical Staff may not use Inova resources, including email, to engage in personal political activities.

XIII. Government Contracting

Obey All Laws and Regulations Concerning the Bidding, Pricing, Negotiation and Performance of Government Contracts

* All information you submit to a governmental body or representative on behalf of Inova must be truthful, complete and accurate.

* If you make any statement or claim to the government on behalf of Inova that you know not to be true, you have violated the law and Inova policy — this is true whether the statement or claim was verbal or written, including bids, proposals, and requests for payment or reimbursement.

* You must strictly obey the terms contained in any government contract, including price terms.

* Do not seek or receive — directly or indirectly — any information that you or Inova are not authorized to have. Examples of information you and Inova are not authorized to have include:

** confidential governmental information concerning bidding on a particular contract

** confidential governmental information concerning the selection process for a particular contract

** confidential information concerning a competitor’s bid on a particular contract

* Do not offer, give, seek or receive any form of bribe, kickback, payoff or other improper payment in connection with any government contract.

* If you suspect that there may have been an improper payment to Inova in connection with a government contract, promptly report it to management who will report to the Chief Compliance Officer, if necessary.

XIV. Research Activities

Employees, Contractors, and the Medical Staff Engaged in Research Activities Must Comply with Applicable Laws, Regulations and Guidelines

* Inova engages in a variety of biomedical and clinical research activities, some of which are funded by the federal government.

If you are involved in research at Inova, you must obey all laws, regulations and other guidelines, including those that apply to:

* Research grants from the U.S. Department of Health and Human Services and other federal and state agencies

* The protection of human subjects

* Provisions of the federal Food, Drug and Cosmetic Act, and other applicable federal and state laws

* The integrity of research data

* Inova employees and researchers participating in research activities at any Inova facility must also comply with all applicable policies of the Inova Research Center and the policies, procedures and directives of Inova’s Institutional Review Boards.

Conclusion

This Code explains how Inova expects you to conduct yourself on the job, while working at Inova facilities, or on behalf of Inova. However, the Code cannot address every ethics or compliance situation that you may face. When you need further guidance and cannot find it in this Code, ask someone in senior management or the Chief Compliance Officer. You should also talk to senior management or the Chief Compliance Officer if you ever feel that you are being pressured to act inappropriately — whether by an employee, a physician, a supplier, a competitor, or a patient. If management does not resolve your concerns satisfactorily, contact the Chief Compliance Officer directly. In addition, if you have any questions about a law or the legality of a particular

action, you should contact the Chief Compliance Officer directly. The Chief Compliance Officer will consult with Inova’s Office of General Counsel if appropriate.

You must bring up concerns — no matter how small — if you think they raise issues under this Code or other Inova policies regarding proper conduct. Inova requires you to bring any concern to the attention of management, the Chief Compliance Officer, or Inova’s Office of General Counsel, so that Inova may resolve the issue in a manner that will address your concern and comply with this code. You will not be penalized in any way for reporting concerns in good faith.

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