                                PUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                               No. 15-1801


INTERSTATE FIRE AND CASUALTY COMPANY,

                Plaintiff - Appellant,

           v.

DIMENSIONS ASSURANCE LTD.,

                Defendant - Appellee.



Appeal from the United States District Court for the District of
Maryland, at Greenbelt.      George J. Hazel, District Judge.
(8:13-cv-03908-GJH)


Argued:   September 23, 2016                 Decided:   December 6, 2016


Before TRAXLER, SHEDD, and FLOYD, Circuit Judges.


Vacated and remanded by published opinion. Judge Traxler wrote
the opinion, in which Judge Shedd and Judge Floyd joined.


ARGUED: Paulette Steffes Sarp, HINSHAW & CULBERTSON LLP,
Minneapolis,  Minnesota,   for  Appellant.      Robert  Lawrence
Ferguson, Jr., FERGUSON, SCHETELICH & BALLEW, P.A., Baltimore,
Maryland, for Appellee.   ON BRIEF: Suzanne L. Jones, HINSHAW &
CULBERTSON LLP, Minneapolis, Minnesota; Robert C. Morgan,
MORGAN, CARLO, DOWNS & EVERTON, P.A., Hunt Valley, Maryland, for
Appellant.
TRAXLER, Circuit Judge:

      The question in this insurance coverage dispute is whether

a nurse employed by a staffing agency and assigned to work at a

hospital qualifies as an “employee” of the hospital under the

hospital’s insurance policy.               The district court answered that

question in the negative and granted summary judgment to the

hospital’s insurer.          For the reasons set forth below, we vacate

the district court’s order and remand for further proceedings.

                                           I.

                                           A.

      Favorite     Healthcare            Staffing         (the     “Agency”)        is    an

employment agency that provides nurses and other health care

professionals to Laurel Regional Hospital (the “Hospital”).                              The

contract   between     the    Agency       and      the    Hospital       (the    “Staffing

Agreement”)      states      that        the       Agency-provided          practitioners

assigned to the Hospital are the employees of the Agency, not

the Hospital.

      Under the Staffing Agreement, the Hospital is responsible

for   “orient[ing]        [Agency         practitioners]            to      [their]      job

description   responsibilities             and      all   policies        and    procedures

necessary to meet [Hospital] performance standards.”                              J.A. 25.

The Hospital has the right under the Agreement to “float” Agency

practitioners     to   areas        to    which       they       were    not     originally

assigned   and    to   immediately             terminate     any        practitioner     who

                                               2
refuses to float.            The Agreement also gives the Hospital the

right to “dismiss any Practitioner at any time if [the Hospital]

determines that a Practitioner is unsatisfactory.”                               J.A. 28.

     As        established      through           discovery,           no     Agency        staff

supervises the practitioners on site at the Hospital or provides

medical-care instructions to the practitioners.                                  The Hospital

dictates the type of care to be provided to patients by Agency

practitioners;        whether        Agency        practitioners            or     direct-hire

employees are involved, the Hospital expects the same level of

care to be provided to patients.                         If an Agency practitioner

refuses to comply with Hospital directions, the Hospital may

immediately terminate the practitioner.

                                             B.

     Appellant        Interstate      Fire        and    Casualty       Company      issued     a

professional       liability     insurance          policy        to    the       Agency    that

covered doctors and nurses who were employed by the Agency and

placed    by    the   Agency    to    work    at        various    medical         facilities.

Appellee Dimensions Assurance Ltd., an insurance company wholly

owned by the company that owns the Hospital, issued the Hospital

the liability insurance policy (the “Policy”) at issue in this

case.

     The Policy provides coverage to the Hospital and to other

persons    or    entities      who    meet        its    definitions          of    “protected

person.”       The Policy consists of three main parts, one providing

                                              3
coverage for “General Liability,” another providing coverage for

“Hospital     Professional      Liability,”          and    another     providing

coverage for “Group Physicians Professional Liability.”                         J.A.

105-06.

     The professional-liability section of the Policy includes

multiple categories of persons and entities in its definition of

“protected     person,”      including          certain    administrators       and

committee    and    board   members.       In    a   provision    titled   “Worker

Protection,” this section of the Policy provides that

     [The   Hospital’s]    present   and    former   employees,
     students    and   authorized    volunteer    workers    are
     protected persons while working or when they did work
     for you within the scope of their duties.            Unless
     added   by   amendment   to   this   Agreement,   interns,
     externs, residents, or dental, osteopathic or medical
     doctors    are   not   named    protected    persons    for
     professional injury, even if they are your employees,
     students or authorized volunteer workers.

J.A. 134 (emphasis added).

     Under    the    general-liability          portion    of   the   Policy,   the

“Worker Protection” clause extends “protected person” status to

certain Hospital workers:

     [The   Hospital’s]   present  and   former   employees,
     students   and   authorized   volunteer   workers   are
     protected persons while working, or when they did work
     for you within the scope of their duties.       Persons
     working for you on a per diem, agency or contract
     basis are not protected persons.




                                       4
J.A.     119    (emphasis       added).            The    Policy    does     not     define

“employee,” nor does it incorporate or otherwise refer to the

Staffing Agreement between the Agency and the Hospital.

                                              C.

        In 2012, a former patient brought a medical malpractice

action     (the       “Underlying      Action”)          against   the     Hospital     and

several of its doctors and nurses.                        One of the defendants was

Nurse Cryer, who had been placed by the Agency at the Hospital.

Claiming       that     she    was    not     an     employee      of     the    Hospital,

Dimensions       refused       to    defend    Cryer.           Interstate      thereafter

undertook to defend Cryer, ultimately settling the case against

her for $2.5 million and incurring nearly $500,000 in defense

costs.

        Interstate subsequently filed this equitable contribution

action against Dimensions in federal district court.                            Interstate

alleged    that,       under    the    terms       of     the    Policy,     Nurse    Cryer

qualified as an employee of the Hospital and thus a “protected

person”    entitled       to   coverage       under      the    Policy.      Because   the

coverage provided by the Dimensions policy was primary and the

coverage provided by the Interstate policy was “excess” in cases

where    there    was     other      valid     insurance        coverage,       Interstate

alleged that Dimensions was responsible for the entire amount it

paid to defend and settle the claims against Nurse Cryer.



                                              5
       The district court granted summary judgment in favor of

Dimensions.         Relying       on    the    terms       of       the     Staffing        Agreement

between the Hospital and the Agency, the district court held

that    Agency-provided          workers        were       not       employees         within        the

meaning of the Policy.                 Interstate appeals, arguing that Nurse

Cryer qualifies as an employee under the plain terms of the

Policy      and    that   the        district          court    erred          by    looking       to   a

separate     contract      between       different             parties         to    determine       the

meaning of the Policy.

                                               II.

       This insurance dispute, which falls within our diversity

jurisdiction,        is   governed       by     the      law     of       Maryland,         where    the

action was filed and the insurance policy delivered.                                    See Klaxon

Co.    v.    Stentor      Elec.       Mfg.    Co.,        313       U.S.       487,    496     (1941)

(explaining that a federal court sitting in diversity must apply

the      choice      of        law     principles              of        the        forum     state);

Perini/Tompkins Joint Venture v. Ace Am. Ins. Co., 738 F.3d 95,

100 (4th Cir. 2013) (“In insurance contract disputes, Maryland

follows the principle of lex loci contractus, which applies the

law of the jurisdiction where the contract was made.                                    For choice

of    law   purposes,      a    contract        is      made        where      the    last     act      is

performed         which   makes        the      agreement             a     binding         contract.

Typically,        this    is    where        the       policy       is     delivered         and     the



                                                   6
premiums     paid.”      (internal        quotation          marks     and      citation

omitted)).

     Maryland courts interpret insurance policies “with the same

principles and rules of construction . . . use[d] to interpret

other contracts.”       Connors v. Gov’t Employees Ins. Co., 113 A.3d

595, 603 (Md. 2015).            “Unless there is an indication that the

parties    intended     to    use   words       in    the   policy    in   a   technical

sense,    they   must   be     accorded     their       customary,     ordinary,      and

accepted meaning.”           Maryland Cas. Co. v. Blackstone Int’l Ltd.,

114 A.3d 676, 681 (Md. 2015) (internal quotation marks omitted).

Accordingly, “the written language embodying the terms of an

agreement will govern the rights and liabilities of the parties,

irrespective     of   the     intent   of       the    parties   at    the     time   they

entered into the contract.”            Long v. State, 807 A.2d 1, 8 (Md.

2002) (internal quotation marks and alteration omitted).

     There is no dispute that, if the other requirements of the

Policy are satisfied, the claims asserted against Nurse Cryer in

the Underlying Action fall within the scope of the professional-

liability section of the Policy.                 The question, then, is whether

Cryer qualifies as a protected person under that section of the

Policy.

                                          A.

     Interstate argues on appeal that Nurse Cryer qualifies as a

Hospital employee and therefore a protected person under the

                                            7
unambiguous provisions of the professional-liability section of

the    Policy.        As   Interstate      points      out,     the    Policy       clearly

excludes       Agency-provided        practitioners     from     its       definition      of

“employee” in the general-liability portion of the Policy, but

it    does     not    exclude    Agency-provided         practitioners            from    the

definition in the professional-liability section of the Policy,

which is the section applicable to the claims at issue in this

case.    In Interstate’s view, the fact that the general-liability

definition       excludes       Agency-provided        practitioners             while    the

professional-liability               definition     does        not        exclude       them

demonstrates that the Policy provides coverage for Nurse Cryer.

The presence of this language in the general-liability section

shows that Dimensions knew the Hospital was staffed by direct-

hire     and     Agency-provided         practitioners        and      that       the    word

“employee” as used in the Policy includes direct-hire employees

and Agency-provided practitioners.                After all, if “employee” did

not include Agency-provided practitioners, then there would have

been    no     need   to   specifically     exclude      them    from       the    general-

liability       definition      of    “protected       person.”            See    Rigby    v.

Allstate Indem. Co., 123 A.3d 592, 597 (Md. Ct. Spec. App. 2015)

(noting the “basic principle of contract interpretation” that

courts       should   “give     effect    to    each    clause        of    an    insurance

policy, and avoid treating either term as surplusage” (internal

quotation marks and citation omitted)); see also Gates, Hudson &

                                            8
Assocs., Inc. v. Fed. Ins. Co., 141 F.3d 500, 503 (4th Cir.

1997)   (“Federal’s     careful    delineations   of     specific    types   of

injuries at other points in the policy suggest that the insurer

knew how to limit the term when it desired to do so.”).

     We agree.     Dimensions’ decision to use different language

in different sections of the Policy when addressing the coverage

available to “employees” must be understood as an intentional

decision.    Cf. NISH v. Cohen, 247 F.3d 197, 203–04 (4th Cir.

2001) (“The omission by Congress of language in one section of a

statute that is included in another section of the same statute

generally    reflects     Congress’s      intentional      and      purposeful

exclusion in the former section.”).           Under Maryland law, we must

respect this decision and apply the Policy in a way that gives

effect to the full “Worker Protection” clause in the general-

liability section and to the full “Worker Protection” clause in

the professional-liability section.           The only way to do that is,

as Interstate argues, to conclude that the term “employee” as

used in the Policy includes Agency-provided Hospital workers as

well as direct-hire Hospital workers.            Accordingly, because the

professional-liability section of the Policy extends “protected

person”   status   to   Hospital    workers    without    excluding    Agency-

provided workers, we conclude that Nurse Cryer is a protected

person under the professional-liability section of the Policy.



                                      9
      Dimensions,          however,      insists       that     the       Policy     itself

prevents      us    from    considering      the       language      of     the    general-

liability section as a guide to the meaning of the professional-

liability section of the Policy.                 The “General Rules” portion of

the Policy states that each “agreement” (the three sections of

the policy separately addressing coverage for general liability,

hospital       professional            liability,       and      group          physicians’

professional liability) must “be read and interpreted separately

and   independently         of   the    other    and    no     terms,       conditions    or

exceptions from one agreement shall be construed to apply to any

other agreement or provide a basis for interpretation of any

other agreement.”           J.A. 110 (emphasis added).                 Relying on this

provision, Dimensions contends that this court may not look to

the   terms    of    the    general-liability          section       to     determine    the

scope   of     coverage      provided      under       the    professional-liability

section.

      We need not decide whether the Policy provision operates in

the   manner       urged    by   Dimensions.            Even    if     we      examine   the

professional-liability           section        of   the      Policy      in      isolation,

without consideration of the terms of the other sections of the

Policy, we still conclude that the Policy provides coverage for

the claims asserted against Nurse Cryer.




                                            10
                                                  B.

       If    we    examine        the    professional-liability              portion     of      the

Policy alone, we are presented with an insurance policy that

provides coverage to Hospital “employees” but does not define

the term.          In the absence of a definition or other “indication

that    the    parties        intended       to    use      words    in   the   policy       in    a

technical sense,” Lloyd E. Mitchell, Inc. v. Maryland Cas. Co.,

595 A.2d 469, 475 (Md. 1991), unambiguous policy language must

be    given    its      “customary,         ordinary,        and    accepted     meaning,         as

determined         by   the       fictional       reasonably        prudent     lay    person,”

Connors 113 A.3d at 603 (internal quotation marks omitted).

       A    policy      term       “is    not     ambiguous        simply    because        it    is

general       in   nature         or    undefined      by    the    policy.”          Walker      v.

Fireman’s Fund Ins. Co., 505 A.2d 884, 886 (Md. Ct. Spec. App.

1986).        Instead,        a    term     “is    considered        ambiguous        if,    to    a

reasonably prudent person, the term is susceptible to more than

one    meaning.”         Connors,         113     A.3d   at    603    (internal       quotation

marks       omitted).             To     determine       whether      a     policy     term       is

ambiguous, we look only to the policy itself; we may not look to

extrinsic sources to create an ambiguity.                           See Univ. of Balt. v.

Iz, 716 A.2d 1107, 1121 (Md. Ct. Spec. App. 1998); cf. Schneider

v. Continental Cas. Co., 989 F.2d 728, 731 (4th Cir. 1993) (“A

court may not, where the contractual language is clear, invite

or accept the submission of extrinsic evidence, ‘find’ ambiguity

                                                  11
in the contractual text based upon that evidence, and resolve

the found ambiguity by resort to that extrinsic evidence.”).

       Interstate contends that “employee” is an unambiguous term

whose ordinary, customary meaning tracks the common-law right-

to-control test used to determine the existence of a master-

servant relationship.            See Whitehead v. Safway Steel Prods.,

Inc.,    497     A.2d    803,    808-09      (Md.     1985)   (“This    Court     has

traditionally considered five criteria in determining whether or

not     an     employer/employee      relationship        exists      between     two

parties.       These criteria . . . include (1) the power to select

and hire the employee, (2) the payment of wages, (3) the power

to discharge, (4) the power to control the employee's conduct,

and (5) whether the work is part of the regular business of the

employer.”).       Interstate also contends that the ordinary meaning

of “employee” encompasses “borrowed” employees like Nurse Cryer,

who are paid by one employer but work under the direct control

of another.        See, e.g., Temp. Staffing, Inc. v. J.J. Haines &

Co., 765 A.2d 602, 603 n.1 (Md. 2001).

       We agree with Interstate that the undefined term “employee”

is unambiguous.         See C & H Plumbing & Heating, Inc. v. Employers

Mut.    Cas.    Co.,    287   A.2d   238,    239-40    (Md.   1972)    (finding    no

ambiguity in clause excluding coverage for dishonest or criminal

act of “employee of the insured”); accord Interstate Fire & Cas.

Co. v. Washington Hosp. Ctr. Corp., 758 F.3d 378, 387 (D.C. Cir.

                                            12
2014) (policy providing coverage to all “employees” of hospital

was unambiguous); Nationwide Mut. Fire Ins. Co. v. Guman Bros.

Farm, 652 N.E.2d 684, 686 (Ohio 1995) (“[T]he term “employee” is

not defined, but does have a plain and ordinary meaning.”).                              And

we likewise agree with Interstate that the common and ordinary

meaning    of    “employee”          incorporates     the    right-to-control          test.

See Interstate Fire, 758 F.3d at 386-87 (applying common-law

“right-to-control”            test    to    define   “employee”      for   purposes       of

insurance policy issued to hospital utilizing nurses provided by

staffing    agency);          see    also   Black’s    Law    Dictionary      (10th      ed.

2014)   (defining        “employee”         as     “[s]omeone      who   works    in     the

service of another person (the employer) under an express or

implied contract of hire, under which the employer has the right

to control the details of work performance” (emphasis added));

Mutual Fire Ins. Co. v. Ackerman, 872 A.2d 110, 113 (Md. Ct.

Spec. App. 2005) (looking to Black’s to determine the ordinary

meaning of an undefined term).

     There can be no question that Nurse Cryer qualifies as an

employee of the Hospital under the right-to-control test.                                 In

Whitehead       v.    Safway        Steel   Products,       the    Maryland      Court    of

Appeals    applied       the        right-to-control        test    to   conclude      that

Safway was the employer of Whitehead, a worker who had been

assigned    to       Safway    by    a   temporary     staffing     agency:       “Safway

instructed Whitehead on the task to be performed, supervised his

                                              13
work, and was free to reassign him to any other duties that

warranted attention.                If Whitehead’s work was unsatisfactory,

Safway    was     free       to    dismiss     him     and     request          an    additional

worker.”       497 A.2d at 809.             The Hospital’s control over Cryer,

as established by the undisputed evidence in the record, mirrors

that of the staffing agency customer in Whitehead, and Nurse

Cryer therefore is an employee of the Hospital as a matter of

law.      See     id.       (“[T]emporar[y         workers]      .    .     .    who    work     in

employment circumstances similar to the one here present, are as

a     matter    of     law,       employees      of    the      customer”);            see    also

Interstate Fire & Cas. Co., 758 F.3d at 386-87 (concluding that

nurse paid by staffing agency and assigned to work at hospital

was     employee       of     hospital       under         insurance       policy       covering

hospital “employees”).

       Accordingly,          we     conclude       that       the     provision          in     the

professional-liability               section          of      the         Policy       extending

“protected       person”      status     to    “employees”           of    the       Hospital   is

unambiguous.           The    plain     and      ordinary      meaning          of    “employee”

includes       those    who       qualify   as     employees         under      the    right-to-

control test, and the evidence in the record establishes that

Nurse Cryer qualifies as an employee of the Hospital under that

test.




                                              14
                                                  III.

       Dimensions makes two arguments in support of its contrary

reading of the Policy.                It first argues that the term “employee”

must be interpreted in light of the Staffing Agreement between

the Hospital and the Agency.                       It also argues that Nurse Cryer

qualifies as an “affiliated healthcare provider” under the terms

of the Policy but fails to meet the requirements for coverage to

extend    to      her    in    that     capacity.             We    find     neither       of   these

arguments persuasive.

                                                   A.

       Dimensions first contends that we should define “employee”

as used in the Dimensions policy by reference to the Staffing

Agreement      between         the    Agency       and    the      Hospital.           Because       the

Staffing Agreement provides that Agency practitioners will be

treated      as    the    employees          of    the        Agency,      not       the   Hospital,

Dimensions        contends       that      Nurse        Cryer      does    not       qualify    as    an

“employee” under the Policy.

       Dimensions’            argument       in    this        regard      centers         on   Nurse

Cryer’s status as a “borrowed” employee.                                   Borrowed employees

have   two     employers         --    a    “general”          employer,         who    essentially

loans the employee to a borrowing or “special” employer.                                             See

Lovelace v. Anderson, 785 A.2d 726, 741 (Md. 2001) (noting “the

settled        principle         of        Maryland        law        that       a     worker        may

simultaneously           be    the    employee           of     two    employers”          (internal

                                                   15
quotation marks and alteration omitted)); Temp. Staffing, 765

A.2d    at     603     n.1    (“A    general       employer    is    an   employer   who

transfers an employee to another employer for a limited period.

A special employer is an employer who has borrowed an employee

for    a     limited     period      and    has    temporary     responsibility      and

control over the employee’s work.”).                    In this case, the Agency

is    Nurse    Cryer’s       general       employer,   and    the    Hospital   is   her

special employer.            See id. (“A temporary employment company is a

general       employer       and    the    company     to    which   an   employee    is

assigned is a special employer.”).

       As between the general and special employee, liability for

the employee’s act (or for the employee’s worker’s compensation

claim) turns on whose work is being done and who can control

that work:

       [W]here the work to be done is the borrower’s work,
       and a part of his business, and he has the power and
       authority to direct when and where and how it shall be
       done, and where the work is not within the scope of
       the general employment of the servant, it may fairly
       be said that so far as that work is concerned he is
       under the control of the borrower and that the latter
       will be responsible for his negligent acts.

Dippel v. Juliano, 137 A. 514, 517 (Md. 1927); see Standard Oil

Co. v. Anderson, 212 U.S. 215, 220 (1909) (“One may be in the

general service of another, and, nevertheless, with respect to

particular work, may be transferred . . . to the service of a

third person, so that he becomes the servant of that person,


                                              16
with    all      the        legal     consequences         of     the     new     relation.”).

However,      if    the       general        employer     and     special       employer      have

entered     into        a    contract        assigning     liability        to    one    of     the

parties, courts will give effect to that contract.                                     See Temp.

Staffing,      765          A.2d    at     611   (directing       workers’        compensation

commission         to       consider        contract      between       co-employers          when

assigning liability for benefits for injured employee); Hercules

Powder Co. v. Harry T. Campbell Sons Co., 144 A. 510, 518 (Md.

1929) (reversing jury verdict in favor of special employer where

contract between general and special employer assigned liability

for employee’s negligence to special employer); see also Sea

Land Indus., Inc. v. Gen. Ship Repair Corp., 530 F. Supp. 550,

563 (D. Md. 1982) (“[U]nder Maryland law, whatever the status of

an employee under the ‘borrowed servant’ doctrine, the parties

may allocate between themselves the risk of any loss resulting

from the employee’s negligent acts.”).

       It   is      on       the     latter      point     that    Dimensions          pegs     its

argument.          In Dimensions’ view, a contract between a special

employer      and        general          employer    assigning         liability       for     the

borrowed employee is determinative of the “who is an employee?”

question,     wherever             that    question      might    arise.         See    Brief    of

Appellee at 4 (stating that the Staffing Agreement “should apply

to   any    borrowed          servant       analysis     whether    it     is    made    in     the

context of a lawsuit between the borrowing and lending employer

                                                 17
or any other entities”).                 Pointing to cases such as NVR, Inc. v.

Just Temps, Inc., 31 F. App’x 805 (4th Cir. 2002) (per curiam)

(unpublished),         Dimensions         argues          that   the    Staffing       Agreement

“controls the employee’s status,” Brief of Appellee at 19, which

makes     the      right-to-control                  or     borrowed-servant               analysis

“irrelevant,” id. at 17.                      And because the Staffing Agreement

provides that Nurse Cryer is the Agency’s employee and that the

Agency     will    be    liable          for       her     negligent      acts,      Dimensions

contends that Nurse Cryer is not a Hospital employee under the

Policy.    We disagree.

      The cases on which Dimensions relies establish simply that

the     existence       of     a    liability-assigning                 contract       makes      it

unnecessary       to    apply      the    right-to-control              test    in     a   dispute

between the parties to that contract.                            See NVR, 31 F. App’x at

807   (“Under     Maryland         law,       in    cases    like      this    one     between     a

general employer and a borrowing employer, . . . the parties may

allocate between themselves the risk of any loss resulting from

the     employee’s       negligent            acts.”       (internal        quotation           marks

omitted;    emphasis          added));         Sea       Land,    530    F.    Supp.       at    563

(“[W]hatever       the       status      of    an       employee    under      the     ‘borrowed

servant’ doctrine, the parties may allocate between themselves

the risk of any loss resulting from the employee’s negligent

acts.”    (emphasis          added)).          Nothing       in     these      cases       supports

Dimensions’ assertion that the terms of the Staffing Agreement,

                                                   18
a contract to which neither Dimensions, Interstate, nor Nurse

Cryer were parties, determine the scope of the entirely separate

insurance     contract     issued      by    Dimensions          to    the    Hospital      or

diminish the protection provided to Cryer by the Policy.                                   See

Mayor   of    Baltimore    ex    rel.       Lehigh    Structural          Steel      Co.   v.

Maryland     Cas.   Co.,   190    A.    250,       253    (Md.        1937)   (“It      seems

axiomatic    that   persons      are    only      bound     by    the    contracts      they

make, and are not bound by contracts they do not make. . . .”).

     Accepting Dimensions’ argument that the Staffing Agreement

controls the meaning of the Policy would be inconsistent with

Maryland     principles    of    contract         interpretation.             As   we   have

concluded, the Policy is not ambiguous, despite its failure to

define “employee.”         Maryland law therefore requires us to look

only to the Policy itself and to interpret it as written.                                  See

100 Inv. Ltd. P’ship v. Columbia Town Ctr. Title Co., 60 A.3d 1,

22 (Md. 2013)       (“[O]ur search to determine the meaning of the

contract is focused on the four corners of the agreement.                                When

the clear language of a contract is unambiguous, the court will

give effect to its plain, ordinary, and usual meaning, taking

into account the context in which it is used. . . .” (internal

quotation    marks,   citation,        and       internal    alteration        omitted));

Ray v. State, ___ A.3d ___, 2016 WL 5462963, at *15 (Md. Ct.

Spec. App. Sept. 29, 2016) (“[E]xtrinsic sources of evidence

that may be helpful in resolving an ambiguity, when it actually

                                            19
exists, may not be used to create an ambiguity in the first

instance.”).          Dimensions,      however,         contends    we    should       look

beyond    the   Policy      and     define   its    unambiguous          terms    not   in

accordance with their ordinary meaning, but in accordance with

the   terms     of    a    wholly     separate      and    independent         contract.

Because that argument is inconsistent with Maryland law, we are

obliged to reject it.

      The common, ordinary meaning of “employee” incorporates the

right-to-control test -- that is, one who works in the service

of another who has the right to control the details of the work

is the employee of the entity with the right to control.                                 By

arguing   that       the   Staffing    Agreement         controls       the    “employee”

question, Dimensions is, in effect, arguing that the common,

ordinary meaning of “employee” includes a footnote that carves

out those workers who would otherwise qualify as employees but

are the subject of a contract placing liability for them on

someone other than the entity with the right to control.                                 We

disagree.       As Maryland courts have made clear, “the words of

insurance contracts [must be given] their customary, ordinary,

and accepted meaning, as determined by the fictional ‘reasonably

prudent   lay    person.’”          Connors,       113    A.3d     at    603    (emphasis

added).     Lay persons do not generally footnote their words, and

we decline to append Dimension’s proposed footnote to the common

meaning    of    “employee.”          Whether      or     not    liability       for    the

                                         20
employee has been assigned by contract between co-employers, the

common, ordinary meaning of “employee” is one who works in the

service of and subject to the direction and control of another. *

     In addition to being inconsistent with Maryland principles

of contract interpretation, Dimensions’ claim that the Staffing

Agreement controls is also largely foreclosed by this court’s

decision    in   Travelers   Property      and    Casualty   Co.    v.   Liberty

Mutual   Insurance    Co.,    444   F.3d    217    (4th   Cir.     2006).     In

Travelers, State Street Bank hired Ryland Mortgage Company to

service and manage mortgage loans held by State Street and to

manage     any   properties     State      Street     took       over    through

foreclosure.      By contract, Ryland was obligated to indemnify

State Street for any claims arising from Ryland’s management of

the loans and property.       A visitor to a foreclosed property was


     *  Although we may not look to extrinsic evidence to
determine the meaning of unambiguous language contained in an
insurance policy, we must look to the actual facts of the case
to determine whether they are sufficient to trigger the coverage
provided by the policy. That is, while we may not consider the
Staffing Agreement when determining the meaning of the term
“employee” under the Policy, we must look to the facts
established through discovery to determine whether Nurse Cryer
qualifies as an “employee” as we have defined it.     As to that
question, the level of control given to the Hospital through the
Staffing Agreement is a relevant and proper consideration. See,
e.g., Interstate Fire & Cas. Co. v. Washington Hosp. Ctr. Corp.,
758 F.3d 378, 384 (D.C. Cir. 2014) (concluding that “employee”
was unambiguous term encompassing the right-to-control test and
then considering contractual level of control to determine
whether nurse qualified as an employee under the right-to-
control test).


                                     21
injured and sued State Street and Ryland.               Ryland was insured by

Travelers,    and    State    Street    was   insured    by     Liberty   Mutual.

Travelers provided a defense to Ryland and subsequently sought

contribution from Liberty Mutual, arguing that Ryland was an

additional insured under the policy issued to State Street.

     On appeal, we agreed with Travelers that Ryland was covered

by   the   Liberty    Mutual    policy.       The    Liberty     Mutual   policy

included   State     Street’s   “real    estate     managers”     as   additional

insureds, and Ryland’s contractual duties qualified it as a real

estate manager.       See id. at 221-22.        Liberty Mutual, therefore,

had an “independent contractual obligation to provide coverage

to Ryland.”     Id. at 219.        And because Liberty Mutual had an

independent     duty     to     provide       coverage     to     Ryland,     the

indemnification agreement between Ryland and State Street was

irrelevant:

          The issue here is coverage for only Ryland’s
     liability.   Travelers concededly insured Ryland, and
     because of Liberty Mutual’s insuring language, it must
     also insure Ryland through its additional insureds
     clause. This is not a case where we are determining
     State Street’s liability vis-à-vis Ryland’s. The fact
     that Ryland agreed to indemnify State Street under the
     Pooling Agreement does not absolve Liberty Mutual of
     its independent contractual obligation to insure
     Ryland as State Street’s “real estate manager.”     If
     the issue in this case turned on the underlying
     liability as between Ryland and State Street, we would
     likely conclude, as Liberty Mutual urges, that Ryland
     bore    full    responsibility    because    of    its
     indemnification agreement.     But even then, having
     determined that Ryland had legal responsibility for
     [the injuries to the property-visiting plaintiff], we

                                        22
        would still have to determine who insured that
        liability. In this case Travelers concededly provided
        coverage, as it issued a policy directly to Ryland as
        the named insured. But Liberty Mutual, which issued a
        policy to State Street as its named insured, also
        provided coverage to additional insureds, not because
        of any indemnity clause running in favor of its
        insured State Street but because of its independent
        undertaking to Ryland.

          Thus, because we are deciding coverage for only
     Ryland’s    liability    to    [the   property-visiting
     plaintiff],    the    indemnification   agreement    is
     irrelevant.

Id. at 224-25 (emphasis added).

     As in Travelers, this case involves only the question of

coverage for Nurse Cryer under the policy issued by Dimensions.

The Agency and the Hospital are not parties to this action, and

there is no issue before this court regarding indemnification or

liability as between the Hospital and the Agency.                       It may well

be that the primary purpose of the Dimensions policy was to

provide insurance coverage for the Hospital and its direct-hire

employees.       Nonetheless, the policy that Dimensions chose to

issue    used    language       whose    ordinary   meaning      includes   Agency-

provided employees as additional insureds.                      See United Servs.

Auto. Ass’n v. Riley, 899 A.2d 819, 833 (Md. 2006) (“Courts in

Maryland     follow       the     law    of     objective     interpretation     of

contracts,      giving    effect    to    the   clear   terms    of   the   contract

regardless of what the parties to the contract may have believed

those    terms    to     mean.”    (internal      quotation     marks    omitted)).



                                           23
Thus, whether or not the Hospital intended to provide insurance

for   Agency-provided      employees,       Dimensions,     by    virtue   of   the

policy that it issued, has an “independent obligation to insure

[Cryer] as an additional insured.”               Travelers, 444 F.3d at 224.

And as we made clear in Travelers, the contract between the

Hospital    and   the   Agency   simply     has   no    impact    on   Dimension’s

independent obligation to provide the coverage undertaken in the

policy.     See id. at 224-25.

      Therefore, for the reasons set out above, we conclude that

Nurse Cryer qualifies as an “employee” of the Hospital under the

unambiguous language of the Policy, notwithstanding the contrary

language of the Staffing Agreement.

                                       B.

      Dimensions    also    contends      that    the    Policy’s      “affiliated

health care provider” (“Affiliated Provider”) clause operates to

exclude Nurse Cryer from coverage under the Policy.

      The   professional-liability        section      of   the   Policy   extends

protected-person status (and therefore coverage) to “affiliated

health care providers” under certain circumstances.                     Under the

Policy,

      An Affiliated Health Care Provider means any natural
      person or organization [1] in the business of
      rendering health care services directly to the general
      public, and [2] who or which has an agreement to
      provide such services in conjunction with those
      provided by [the Hospital].    Affiliated Health Care
      Providers are included as Protected Persons only when

                                       24
      [3] a written partnership or physician affiliation
      agreement   specifically   designates  the  Affiliated
      Health Care Provider[] as a Named Protected Person
      under this Agreement. Agencies providing clinical and
      other services on a per diem or contracted basis are
      not protected persons under this agreement.

J.A. 133.

      Dimensions contends that Nurse Cryer meets the definitional

requirements of the Affiliated Provider clause under the Policy.

According    to    Dimensions,     Nurse      Cryer    provides       medical   care

directly to the public, thus satisfying the first Affiliated

Provider    requirement.        And     Nurse   Cryer    was    providing       those

medical services at the Hospital through a contract with the

Agency,     thus    satisfying        the     second     Affiliated        Provider

requirement.       Dimensions      therefore    contends       that    Nurse    Cryer

qualifies as an Affiliated Provider.              An Affiliated Provider is

a Protected Party, however, only if the third requirement is

satisfied -- there must be a contract expressly designating the

Provider as protected.            Because there is no such contract in

this case, Dimensions contends that Nurse Cryer is an Affiliated

Provider who is not a Protected Person under the Policy.

      In our view, the Affiliated Provider clause cannot carry

the   meaning     assigned   to    it   by    Dimensions.         If    Dimensions’

reading of the clause were correct, then all of the Hospital’s

medical-care-providing        employees,         whether        direct-hire       or

contract, would qualify as Affiliated Providers.                  If Nurse Cryer


                                         25
is “in the business of rendering health care services directly

to the general public,” J.A. 133, then so are direct-hire nurses

and    direct-hire         or    contract        doctors.     And     if    Nurse     Cryer’s

contract with the Agency, or any implied contractual agreement

she    might       have    had      with   the    Hospital    itself,       satisfies    the

requirement for an “agreement to provide [health care] services

in conjunction with those provided by [the Hospital],” J.A. 133,

then   the     contracts         between     the      Hospital    and      its    direct-hire

care-providing employees would satisfy the requirement as well.

       Thus,       under       Dimensions’       argument,   all      of    the   Hospital’s

care-providing employees, whether contract or direct-hire, would

qualify as Affiliated Providers.                       All of those employees would

be precluded from Protected Person status (and therefore not

insured under the Policy) for the same reason that Dimensions

contends       Nurse      Cryer      is    not   protected       --   the    absence    of   a

“written       .     .     .     agreement        specifically        designat[ing]      the

Affiliated Health Care Provider[] as a Named Protected Person

under this Agreement.”               J.A. 133.

       The “Worker Protection” clause contained in the hospital-

liability      section         of    the   Policy      explicitly     extends       Protected

Person status to the Hospital’s “present and former employees,

students and authorized volunteer workers,” J.A. 134, without

conditioning that status on the existence of a separate contract

designating them as protected.                        Because Dimensions’ reading of

                                                 26
the    Affiliated      Provider        clause    would   render        illusory     the

coverage provided by the “Worker Protection” clause, we must

reject it.          See Cochran v. Norkunas, 919 A.2d 700, 710 (Md.

2007) (“[A] contract must be construed in its entirety and, if

reasonably possible, effect must be given to each clause so that

a   court    will    not   find   an    interpretation     which   casts      out    or

disregards     a    meaningful     part   of    the   language    of    the   writing

unless no other course can be sensibly and reasonably followed.”

(emphasis added and internal quotation marks omitted)); Kelley

Constr. Co. v. Washington Suburban Sanitary Comm’n, 230 A.2d

672, 676 (Md. 1967) (“[T]he courts will prefer a construction

which will make the contract effective rather than one which

will   make    it    illusory     or   unenforceable.”     (internal       quotation

marks omitted)).           Instead, we must read the Affiliate Provider

clause in a way that preserves the coverage provided in the

Worker      Protection      clause.        See    Rigby,    123    A.3d       at    597

(explaining that courts should “give effect to each clause of an

insurance policy, and avoid treating either term as surplusage”

(internal quotation marks and citation omitted)).

       As quoted above, the Policy defines Affiliated Provider as

a “natural person or organization in the business of rendering

health care services directly to the general public, and who or

which has an agreement to provide such services in conjunction

with those provided by [the Hospital].”                  J.A. 133.        The phrase

                                          27
“in conjunction with” means “in combination with” or “together

with,”     see     www.Merriam-Webster.com              (saved     as      ECF    opinion

attachment), which demonstrates that the clause contemplates the

provision of health care services in addition to those services

already being provided by the Hospital.                        Thus, the clause is

directed to entities that provide medical services to the public

independently       of   the     Hospital        and    agree     to    provide     those

services together with the services provided by the Hospital.

(For example, a medical specialist with an independent practice

who agrees to affiliate with the Hospital would qualify as an

Affiliated Provider.)

      So understood, it is clear that Hospital employees (whether

contract or direct-hire) do not qualify as Affiliated Providers.

The Hospital provides its medical services through its workers,

be they contract or direct-hire.                   The workers do not provide

medical    services      directly     to     the       public,    but    only     to   the

Hospital’s       patients,     and   only    on    the    terms     dictated      by   the

Hospital.        Hospital workers thus are not providing health care

services in addition to or alongside the health care services

provided    by     the   Hospital;        they    are    the     ones   providing      the

Hospital’s health care services in the first instance.                            Because

the   Hospital     cannot      act   in    concert      with     itself,    a    Hospital

worker cannot be said to be providing health care services “in



                                            28
conjunction          with”       the    Hospital,        as     the    Policy       requires    to

qualify as an Affiliated Provider.

       That      the       Affiliated          Provider         clause      is     directed     to

independent entities rather than Hospital workers is confirmed

by     the     clause’s         requirement         of     “a    written         partnership   or

physician       affiliation             agreement”         designating        the       Affiliated

Provider       as     a    named       insured       under      the    Policy.          J.A.   133

(emphasis added).               This language describes the kind of contract

that     the    Hospital             would    enter      into     with      an     independently

operating medical business, not with its employees.

       Accordingly,             we    conclude      that      Hospital      workers,      whether

contract        or     direct          hire,     do      not     meet       the     definitional

requirements of an Affiliated Provider under the terms of the

Policy.          We       therefore          reject      Dimensions’        claim       that   the

Affiliated Provider clause operates to preclude coverage under

the Policy for Nurse Cryer.

                                                 IV.

       To summarize, we conclude that the term “employee” as used

in the Dimensions Policy is not ambiguous and that it includes

those    workers          who    qualify       as     employees       under       the   right-to-

control        test.            Dimensions          therefore         has     an     independent

obligation to provide coverage to those workers who meet the

definition of “employee,” without regard to how those workers

may be classified under the Staffing Agreement executed by the

                                                    29
Hospital and the Agency.      Because the evidence contained in the

record establishes that Nurse Cryer is the Hospital’s employee

under the right-to-control and the borrowed-servant standards,

she is a “protected person” who qualifies for coverage under the

professional-liability portion of the Dimensions Policy.

     We therefore vacate the district court’s opinion granting

summary   judgment   in   favor   of    Dimensions,   and   we   remand   for

further proceedings consistent with this opinion.



                                                      VACATED AND REMANDED




                                       30
