Manager to Employ. Manager shall provide, employ or otherwise retain and be responsible for selecting, hiring, training, supervising, and terminating any and all unlicensed non-professional support personnel (“Support Personnel”) as determined by Manager, after consultation with Provider, to be necessary or appropriate for the efficient and proper operation of Provider Headquarters and the Wound Care Business with the goal of providing high quality personnel to the extent commercially reasonable. Manager shall have sole responsibility with respect to any such employees for determining salaries and providing fringe benefits, and for withholding, as required by law, any sums for income tax, unemployment insurance, social security, or other withholding require by applicable law or governmental requirement.

Termination by Manager. Manager may terminate this Agreement “for cause” in the event that Provider materially defaults in the performance of any of its material duties or obligations under this Agreement, and such default continues for thirty (30) days after Provider receives notice of the default, specifying the nature and extent of such default; provided, however, that if such default is not cured within thirty (30) days, but is capable of being cured within a reasonable period of time in excess of thirty (30) days, then a default shall not occur if the Provider commences the cure of such default within the first thirty (30) day period and thereafter diligently and in good faith continues to cure such default to completion.

Indemnification of Manager. The Company shall, to the maximum extent permitted by applicable law, indemnify and hold harmless the Manager and the Manager's officers, employees, agents, governors, counsel, assigns or any of their affiliates or any person who was, at the time in question, such a person (collectively, the "Related Persons") and the Company shall release each Related Person, to the fullest extent permitted by law, from and against any and all Damages (as defined in Paragraph (8)), including, without limitation, Damages incurred in preparing or defending any action, claim, proceeding, investigation or appeal from any of the foregoing by or before any court or governmental authority, whether pending or threatened, whether or not a Related Person is or may be a party thereto, which, in the judgment of the Manager, arise out of, relate to or are in connection with this Agreement or the management or conduct of the business or affairs of the Company, provided that the act or failure to act giving rise to such Damages was taken in good faith and except for any such Damages that are found by a court of competent jurisdiction to have resulted primarily from any act or omission which constituted gross negligence, intentional misconduct, an intentional or material breach of this Agreement or a knowing violation of law.

The named fiduciary may appoint an investment manager who is other than the trustee, which investment manager may be a bank or an investment advisor registered with the Securities and Exchange Commission under the Investment Advisors Act of 1940. Such investment manager, if appointed, shall have sole discretion in the investment of plan assets, subject to the funding policy. The named fiduciary shall review at regular intervals no less frequently than annually, the performance of such investment manager and shall re-evaluate the appointment of such investment manager. After the named fiduciary has appointed an investment manager and has received a written notice of acceptance of its responsibility, the fiduciary responsibility with respect to investment of plan assets shall be considered as the responsibility of the investment manager.

Provider to Designate Manager. Provider shall designate a manager in charge of the Services on a continuous basis with responsibility for providing adequate supervision or direction and having authority to take all action that may be required in performance of the applicable SOW.

No Warranty by Manager. Manager will render the Services in accordance with the terms herein and otherwise in Manager’s sole and absolute discretion in good faith. the Company expressly acknowledges that, except as provided in the preceding sentence, Manager has not made, and is not now making, any other promises, guarantees, assurances, representations or warranties of any kind or nature, express or implied, regarding the Services to be rendered hereunder, and Manager hereby expressly disclaims all of the same, including any warranty of a particular result or a particular benefit to be realized by the Company as a direct or indirect result of the Services hereunder, warranty of fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing, usage or trade practice.

Decisions Reserved to Manager. Manager, in consultation with Provider, shall make all hiring and firing decisions and all determinations as to wages, salaries, and compensation including, but not limited to, all determinations regarding the retention, promotion, demotion, awarding of bonuses, salary adjustments, and other matters affecting the terms and conditions of the employment of any and all Support Personnel in accordance with and subject to the personnel policies as may be adopted from time to time by Manager. Manager shall establish and implement staffing levels, work hours and shifts, and employee benefit programs in accordance with the policies developed by Manager. Manager shall also be solely responsible for recruiting, hiring and terminating all other Manager employees.

Resignation of Director, Officer and Manager Positions. To the extent Employee has retained any director, officer and/or manager positions with the Company subsequent to Employee’s termination of employment, and to the extent Employee has not already done so, Employee, by executing this Agreement on the date set forth below, hereby resigns, effective immediately, from any and all director, officer and manager positions with the Company.

Manager shall hire employees and vendors to assist Manager with the Operating Systems as Manager deems appropriate in Manager’s sole discretion.

“Manager Expenses” shall mean those certain costs and expenses incurred by Manager directly allocable to Provider which Manager shall, in order to fairly and accurately reflect Manager’s expenses incurred for the benefit of Provider, allocate to Provider pursuant to such reasonable allocation methodology as Manager shall determine from time to time. Manager Expenses shall not include any cost or expense that is a Provider Expense. Without limitation, Manager Expenses shall include Provider’s allocable share of all of the costs and expenses of Manager incurred in connection with each of the following Manager support functions: # human resources; # operations; # maintenance of Biomedical Laboratories operations; # IT; and # such other support functions that Manager may provide to Provider from time to time.