2012-284 EMS - Physio Control Technical Service Suppport Agreement

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LOANERS.If Covered Equipment must be.removed from service to complete repairs,Physio-Control will provide Customer with a loaner device,if one is available,until the Covered Equipment is returned.Customer assumes complete responsibility for the loaner and shall return the loaner at Customer's expense to Physio-Control in the same condition as received,upon the earlier of the return of the removed Covered Equipment or Physio-Control's request. UPDATES."Update"means a change to a device to enhance its current features,stability,or software. If Repair and Inspect Service is designated for Covered Equipment on Schedule A,Physio-Control will install Updates at no additional cost,provided such Updates are installed at the time of regularly scheduled service.If parts must be replaced to accommodate installation of new software,such parts may be purchased at a rate of 30%less than the then-current list price.Updates installed on Covered Equipment designated as Repair Only Service,Inspect Only Service,or at a time other than regularly scheduled Repair and Inspect Service will be billed on a separate invoice at the then-current list price less 20%. UPGRADES."Upgrade"means a major,standalone version of software or the addition of features or capabilities to a device. Upgrades must be purchased separately,and are not provided under this Agreement.Upgrades are available at a rate of 17%less than the then-current list price. PRICING. Pricing is set forth on the front page of this Agreement. Prices do not include taxes. Sales,service or use taxes will be invoiced in addition to the price of the goods and services covered by this Agreement unless Physio-Control receives a copy of a valid exemption certificate. If the number or configuration of Covered Equipment changes during the Term,pricing shall be pro-rated accordingly. For Inspection Only Service and Repair and Inspect Service,no pricing deduction will be made for removal of Covered Equipment if an inspection has already been performed during the Term. Discounts will not be combined with other special terms, discounts,and/or promotions. PAYMENT.Payment is due within thirty(30)days of invoice date. WARRANTY.Physio-Control warrants services performed under this Agreement and replacement parts provided in performing such services against defects in material and workmanship for ninety(90)days from the date a service was performed or a part was provided.Customer's sole remedy shall be reservicing the affected unit and/or replacement of any part determined to be defective, without additional charge,provided Customer notifies Physio-Control of any allegedly defective condition within ten(10)calendar days of its discovery by Customer.Physio-Control makes no other warranties,express or implied,including,without limitation,NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,AND IN NO EVENT SHALL PHYSIO-CONTROL BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL,OR OTHER DAMAGES. TERM. The initial Term is set forth on the front page of this Agreement.This Agreement shall automatically renew unless terminated by either party with written notice thirty(30)days prior to the expiration of the then-current term. Prices are subject to change upon renewal. TERMINATION.Either party may terminate this Agreement for material breach by the other party by providing thirty(30)days'written notice to the other party,and provided such breach is not cured within the notice period.In addition,either party may terminate this Agreement at any time upon sixty(60)days'prior written notice to the other party.In the event of such early termination,Customer shall be responsible for the portion of the designated price which corresponds to the portion of the Term prior to the effective date of termination and the cost of any services rendered during the Term. DELAYS.Physio-Control will not be liable for any loss or damage of any kind due to its failure to perform or delays in its performance resulting from any cause beyond its reasonable control,including,but not limited to,acts of God,labor disputes,labor shortages,the requirements of any governmental authority,war,civil unrest,delays in manufacture,obtaining any required license or permit,and Physio-Control's inability to obtain goods from its usual sources.Any such delay shall not be considered a breach of Physio-Control's obligations and the performance dates shall be extended for the length of such delay. DEVICE INSPECTION BEFORE ACCEPTANCE.All devices that are not under Physio-Control Limited Warranty or a current Technical Service Support Agreement must be inspected and repaired(if necessary)to meet original specifications at then-current list prices prior to being covered under a Technical Service Support Agreement. MISCELLANEOUS.(a)Customer agrees to not employ or offer employment to anyone performing services on Physio-Control's behalf during the Term of this Agreement or for one(1)year following its expiration without Physio-Control's prior written consent;(b) this Agreement,and any related obligation of other party,may not be assigned in whole or in part without the prior written consent of the other party;(c)this Agreement shall be governed by the laws of the State in which the service is provided;(d)all costs and expenses incurred by the prevailing party related to the enforcement of its rights under this Agreement,including reasonable attorney's fees,shall be reimbursed by the other party. Reference Number: A60-3079 Renewal Printed: 5/29/2012 Page 3 of 10