New Hanover Regional Medical Center (NHRMC) Board of Trustees

Special Reaffirmation of Duty to Act in Good Faith &

to Maintain Confidentiality

May 28, 2019

As a member of the Board of Trustees for NHRMC, I have previously completed and signed an
annual Conflict of Interest and Disclosure Statement, and Related Confidentiality and Security
Agreement. These agreements speak to, among other matters, my duty to protect confidential
information ofNHRMC and not to discuss or disclose such information outside ofNHRMC' s executive
leadership and management (as applicable), the Board of Trustees (or the New Hanover County
Commissioners as appropriate-with such commissioners bound to confidentiality in accordance with
applicable rules, regulations and County policy and procedure).

I acknowledge and agree that my legal duty to act in good faith and exercise my duty of care as
a Trustee (NCGS 55A-8-30(a)) calls upon me to safeguard critical proprietary and confidential
information of NHRMC shared in closed session. This is especially important as it relates to strategic
planning and potential transactions or affiliations with third parties (altogether, "Proprietary
Information"). I further understand that my disclosure of Proprietary Information to third parties
(individuals, companies, media, etc.) can result in significant harm to NHRMC, its Board of Trustees,
New Hanover County and/or the County Commissioners as such information relates to NHRMC-County
matters. As such, I also understand that the indemnification protections afforded to me as a Trustee
pursuant the NHRMC Bylaws and State Law do not extend to my acting in bad faith (NCGS SSA-8-51 ),
which would include intentionally breaching the confidentiality of the Proprietary Information.

~~D.~ tain
I hereby certify that I have read. understand, and agree to this Special Reaffirmation of Duty to
Confidentiality of Proprietary Information.

Signature <'"I) ., '° /J ~

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