Page *

Form Doc #: ****** (April ****)

Employee Confidentiality and Assignment Agreement

In consideration of, and as a condition of my employment or continued employment with Fresenius Medical Care Holdings, Inc. or a subsidiary thereof (the “Employer”), I expressly agree as follows: 1. Employee Acknowledgments. I acknowledge and agree that in connection with my employment, I will be given access to Confidential Information (as defined herein) that has been acquired or developed by the Employer and its related/affiliated companies (collectively referred to as the “Company”) through the investment of considerable time, effort, and resources, and I will receive exposure, access, and training relating to the Company’s business methods and procedures. I also acknowledge that the Company would not permit me to have access to such Confidential Information or provide me with such exposure, access, or training but for my promises in this Agreement

(“Agreement”).

2. Loyalty, Best Efforts, and No Conflicting Interests. For as long as I am employed by the Company, I will devote my best efforts and entire time during my working hours to the business of the Company, and I will not engage in any work for any person or entity that conflicts with the Company’s interests. I promise to promptly disclose to my supervisor any relationship, investment, or interest that arguably could create or could be seen as a Conflicting Interest as defined herein. I will not engage in any outside activities, maintain or form any relationships, or hold or acquire any interests that interfere with (or distract me from) my duties as a Company employee, or that could diminish or negatively influence my ability to objectively carry out my duties for the Company, or that otherwise conflict with any of the Company’s interests (collectively, “Conflicting Interests”). Such Conflicting Interests may include (by way of example) performing work or services for (as an employee, independent contractor or otherwise), or holding or acquiring a financial interest in (as an owner, investor, or otherwise): (a) any entity that competes with the Company in any respect; (b) any vendor or supplier of the Company; or (c) any entity seeking to do business with the Company. 3. Protection of Confidential Information. As used in the Agreement, “Confidential Information” means information or a compilation of information, in any form (tangible or intangible), belonging to the Company or otherwise in its possession, that is not generally known to competitors or the public and is of value to the Company, and the disclosure of which could result in a competitive or other disadvantage to the Company. Confidential Information includes

(without limitation): contract terms and rates; facility participation status; financial data, information, reports, and forecasts; trade secrets, inventions, improvements and other intellectual property; product plans or proposed product plans; know how; designs, processes or formulae; software; computer passwords; market or sales information, plans or strategies; customer, patient, physician, supplier, and vendor information; private or sensitive employee information (such as social security information or birth dates, and information obtained from any confidential human resources or employee files/records to which I may have access); information from patient medical records; insurance reimbursement methodologies, strategies, and practices; pricing methodologies, strategies and practices; physician databases; contracts with hospitals; regulatory and clinical-specific manuals; business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities); and the confidential information of others with which the Company has a business relationship.

(a) All such Confidential Information is (and will be) the exclusive property of the Company, and I will not, during or after my employment: (i) use any Confidential Information for any purpose that is not authorized by the Company; (ii) disclose any Confidential Information to any person or entity, except as authorized by the Company in connection with my job duties; or (iii) remove or transfer Confidential Information from the Company’s premises or systems except as authorized by the Company.1 Notwithstanding the foregoing, pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade 1 Arkansas, Connecticut, Wisconsin, and Montana exception: I acknowledge and agree that if I reside in Arkansas, Connecticut, Wisconsin or Montana, the restrictions on use or disclosure of Confidential Information will only apply for three

(3) years after the end of my employment, where information that does not qualify as a trade secret is concerned; however, I acknowledge and agree that the restrictions will continue to apply to trade secret information for as long as the information at issue remains qualified as a trade secret.

Page 2

Form Doc #: 903205 (April 2019)

secret that is made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or that is in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

(b) To the extent that I have access to patient information during my employment with the Company, I specifically acknowledge that I have an obligation to maintain the confidentiality of such patient information and will be subject to the Health Insurance Portability and Accountability Act and other applicable state and federal laws related to the privacy of patient information.

(c) Upon termination of my employment (whether voluntarily or involuntarily), or upon the request of the Company, I will immediately surrender to the Company all Company property in my possession, custody, or control, including any and all documents, electronic information, and materials of any nature containing any Confidential Information, without retaining any copies, including without limitation, patient identifiable information and patient protected health information, from any computer or other device that remains in my property after the termination of my employment.

(d) I understand that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons that require the Company to protect or refrain from use of Confidential Information. I agree to respect and be bound by the terms of such agreements in the event I have access to such Confidential Information.

Notwithstanding anything to the contrary herein, I understand that nothing in this Agreement or any other agreement that I may have with the Employer restricts or prohibits me from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including but not limited to the Securities Exchange Commission and the federal Office of Occupational Health (collectively, “Government Agencies”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation, and I do not need the Employer’s prior authorization to engage in such conduct. Notwithstanding, in making any such disclosures or communications, I must take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute the Employer’s Confidential Information to any parties other than the Government Agencies and I am not permitted to disclose the Employer’s attorney-client privileged communications or attorney work product. 4. Assignment of Company Inventions. As used herein, “Company Inventions” shall mean and include all inventions, discoveries, designs, developments, methods, modifications, improvements, trade secrets, processes, software, formulae, data, “know-how,” algorithms, techniques and works of authorship (together, “Inventions”), whether or not patentable or protectable by copyright, that are made, conceived, learned, or first reduced to practice by me (either alone or with others) during my employment with the Company and that: (i) relate to or are useful in the Company’s business; or (ii) are conceived, made, or worked on during my work time for the Company, or using any Company resources, or otherwise at the Company’s expense; or (iii) arise out of tasks assigned to me by the Company.

(a) I agree that: (i) I shall promptly disclose to the Company all Company Inventions; (ii) all Company Inventions will be the sole property of the Company; and (iii) the Company will be the sole owner of all patents, patent applications, copyrights, copyright applications, trade secrets, rights in trade secrets, trademarks and other intellectual property rights worldwide in connection with any Company Inventions (together, “Intellectual Property Rights”).

(b) I acknowledge that all work performed by me is on a “work for hire” basis and I hereby assign to the Company my entire right, title and interest in and to any and all Company Inventions and related Intellectual Property Rights. If any such assignment cannot now be made, I agree to assign to the Company my entire right, title and interest in and to any such Company Inventions (and any related Intellectual Property Rights) as soon as practicable after the date I sign this Agreement. I acknowledge and agree that all writings of any kind (including, without limitation, software program code, drawings, procedural diagrams, coding sheets, documentation manuals, models, mathematical expressions, algorithms and proprietary marketing concepts) produced by me in the course of my work for the Company are works produced for hire and are the property of the Company (unless such works are in the Page 3

Form Doc #: 903205 (April 2019)

public domain under the Federal Procurement Regulations). To the extent any such writing may not, by operation of law or otherwise, be a work made of hire, I hereby assign to the Company the ownership of copyright in such works, whether published or unpublished. I further agree that, upon request, I will execute any such assignments, declarations and instruments and will take any other action reasonably requested by the Company to enable the Company to acquire, secure, enforce and maintain Intellectual Property Rights in any Company Inventions.

(c) In Attachment A to this Agreement, I have listed all Inventions that relate to the Company’s field of business that I (alone or jointly with others) made, conceived, or first reduced to practice by me prior to my execution of this Agreement, and in which I have any property interest or claim of ownership. If no such Inventions are listed in said Attachment, I represent that I have no such Inventions.

(d) All Inventions related to or useful in the Company’s business that I worked on while employed by the Company or within one (1) year after the termination of my employment with the Company, will be presumed to be a Company Invention which is hereby assigned to the Company.

(e) I have not made any agreements (oral or written) with any person or entity (including any past employer) that conflict with any of my obligations respecting Company Inventions, as set forth herein.

(f) To the extent I am a citizen of and subject to the law of a state which provides a limitation on invention assignments, then I am notified that this Agreement’s assignment shall not include inventions excluded under such law.2

5. Enforcement and Remedies. Although this Agreement is between me and the Employer, I agree that each of the Employer’s related/affiliated entities is a third-party beneficiary to this Agreement with standing to enforce any of its provisions. I acknowledge and agree that any breach of this Agreement will cause the Company substantial and irreparable damage, thus entitling the Company to specific performance and other injunctive relief (both immediate in the form of a temporary restraining order and/or preliminary injunction, and permanent injunction upon the completion of a final hearing or trial on the merits), in addition to such other remedies which may be available. I further agree that I will pay the Company all reasonable attorney’s fees and costs that it incurs in successfully enforcing this Agreement.

6. Governing Law and Enforceability. This Agreement shall be interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts as in effect at the time this Agreement was signed by me, without regard to conflict of law rules. I acknowledge and agree that the covenants and restrictions contained herein are reasonable and necessary for the protection of the Company’s legitimate business interests. If any portion of this Agreement is determined to be unenforceable or invalid for any reason, the remainder shall be enforced to the fullest extent possible, and any such unenforceable portion shall be judicially modified or amended (or otherwise interpreted) so as to reflect (as nearly as possible) the parties’ intent without being unenforceable. Otherwise, any such unenforceable provision shall be deemed to be severed from the Agreement. 7. Employment at Will.3 This Agreement is not an employment agreement for any particular term or duration. I understand and agree that my employment may be terminated at will by either me or the Company, with or without notice.

8. Prior Agreements. I acknowledge and agree that, except where otherwise expressly provided, this Agreement contains the entire agreement between me and the Company concerning the matters covered in it and supersedes all prior agreements covering the matters addressed herein. 9. Other Terms. The validity and/or enforceability of this Agreement shall not be altered, diminished, or otherwise affected by any subsequent change(s) in my duties, responsibilities, position, or title with the Company (whether with the Employer or any of its related/affiliated companies), or by any subsequent change in my compensation (whether an increase or decrease). I also understand and agree that my obligations under this Agreement shall survive and continue after the termination of my employment (whether voluntary or involuntary) for whatever reason. This 2 Currently, Delaware Code Title 19 Section 805; Illinois 765ILCS1060/1-3, "Employees Patent Act"; Kansas Statutes Section 44-130; Minnesota Statutes 13A Section 181.78; North Carolina General Statutes Article 10A, Chapter 66, Commerce and Business, Section 66-57.1; Utah Code Sections 34-39-l through 34-39-3, "Employment Inventions Act"; Washington Rev. Code, Title 49 RCW: Labor Regulations, Chapter 49.44.140). 3 Montana exception: If I reside in Montana and am subject to its laws, Section 7 shall not apply. Page 4

Form Doc #: 903205 (April 2019)

Agreement shall inure to the benefit of the Company and its successors and assigns, including any entity with which the Company (in whole or part, as applicable) may be merged or which may succeed to its assets or business. The failure of the Company to insist upon strict compliance with any of the terms or obligations of this Agreement will not be deemed a waiver of those terms or obligations. This Agreement may be modified only by a subsequent written agreement signed by me and an authorized Company representative. 10. Knowing and Voluntary Assent. By my signature below, I acknowledge that I have carefully read the above Agreement, that I understand each of its terms, and that I knowingly agree to be bound by same. Employee Name: fullName1

Signature: signHere1

Date: date1

Date:

Employee Confidentiality, Assignment, and Protective Covenants Agreement ATTACHMENT A

List of all inventions or improvements (referred to in Section 4 of the Agreement) made by you, alone or jointly with others, prior to joining the Company.

\freetexta1\ \freetextb1\ \freetextc1\

\freetextd1\ \freetexte1\ \freetextf1\

\freetextg1\ \freetexth1\ \freetexti1\

\freetextj1\ \freetextk1\ \freetextl1\

\freetextm1\ \freetextn1\ \freetexto1\

\freetextp1\ \freetextq1\ \freetextr1\

\freetexts1\\ \freetextt1\ \freetextu1\

fullName1

signHere1

date1

Right, Title or Interest Date Acquired

(If none, please write “NONE”.)

Identifying Number or Brief

Description of Inventions or

Improvements

Full Name:

Signature:

Contact this candidate