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LOANERS.If Covered Equipment must be removed from service to complete repairs, Physio-Control will provide Customer with a
<br /> loaner device,if one is available,until the Covered Equipment is returned.Customer assumes complete responsibility for the loaner
<br /> and shall return the loaner at Customer's expense to Physio-Control in the same condition as received,upon the earlier of the return
<br /> of the removed Covered Equipment or Physio-Control's request.
<br /> UPDATES."Update"means a change to a device to enhance its current features,stability,or software. If Repair and Inspect Service
<br /> is designated for Covered Equipment on Schedule A,Physio-Control will install Updates at no additional cost,provided such Updates
<br /> are installed at the time of regularly scheduled service.If parts must be replaced to accommodate installation of new software,such
<br /> parts may be purchased at a rate of 30%less than the then-current list price.Updates installed on Covered Equipment designated as
<br /> Repair Only Service,Inspect Only Service,or at a time other than regularly scheduled Repair and Inspect Service will be billed on a
<br /> separate invoice at the then-current list price less 20%.
<br /> UPGRADES."Upgrade"means a major,standalone version of software or the addition of features or capabilities to a device.
<br /> Upgrades must be purchased separately,and are not provided under this Agreement.Upgrades are available at a rate of 17%less
<br /> than the then-current list price.
<br /> PRICING. Pricing is set forth on the front page of this Agreement. Prices do not include taxes. Sales,service or use taxes will be
<br /> invoiced in addition to the price of the goods and services covered by this Agreement unless Physio-Control receives a copy of a valid
<br /> exemption certificate. If the number or configuration of Covered Equipment changes during the Term,pricing shall be pro-rated
<br /> accordingly. For Inspection Only Service and Repair and Inspect Service,no pricing deduction will be made for removal of Covered
<br /> Equipment if an inspection has already been performed during the Term. Discounts will not be combined with other special terms,
<br /> discounts,and/or promotions.
<br /> PAYMENT.Payment is due within thirty(30)days of invoice date.
<br /> WARRANTY.Physio-Control warrants services performed under this Agreement and replacement parts provided in performing such
<br /> services against defects in material and workmanship for ninety(90)days from the date a service was performed or a part was
<br /> provided.Customer's sole remedy shall be reservicing the affected unit and/or replacement of any part determined to be defective,
<br /> without additional charge,provided Customer notifies Physio-Control of any allegedly defective condition within ten(10)calendar days
<br /> of its discovery by Customer.Physio-Control makes no other warranties,express or implied,including,without limitation,NO
<br /> WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,AND IN NO EVENT SHALL
<br /> PHYSIO-CONTROL BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL,OR OTHER DAMAGES,
<br /> TERM. The initial Term is set forth on the front page of this Agreement.This Agreement shall automatically renew unless terminated
<br /> by either party with written notice thirty(30)days prior to the expiration of the then-current term. Prices are subject to change upon
<br /> renewal.
<br /> TERMINATION.Either party may terminate this Agreement for material breach by the other parry by providing thirty(30)days'written
<br /> notice to the other parry,and provided such breach is not cured within the notice period.In addition,either party may terminate this
<br /> Agreement at any time upon sixty(60)days'prior written notice to the other party.In the event of such early termination,Customer
<br /> shall be responsible for the portion of the designated price which corresponds to the portion of the Term prior to the effective date of
<br /> termination and the cost of any services rendered during the Term.
<br /> 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
<br /> resulting from any cause beyond its reasonable control,including,but not limited to,acts of God,labor disputes,labor shortages,the
<br /> requirements of any governmental authority,war,civil unrest,delays in manufacture,obtaining any required license or permit,and
<br /> Physio-Control's inability to obtain goods from its usual sources.Any such delay shall not be considered a breach of Physio-Control's
<br /> obligations and the performance dates shall be extended for the length of such delay.
<br /> DEVICE INSPECTION BEFORE ACCEPTANCE.All devices that are not under Physio-Control Limited Warranty or a current
<br /> Technical Service Support Agreement must be inspected and repaired(if necessary)to meet original specifications at then-current list
<br /> prices prior to being covered under a Technical Service Support Agreement.
<br /> MISCELLANEOUS.(a)Customer agrees to not employ or offer employment to anyone performing services on Physio-Control's
<br /> behalf during the Term of this Agreement or for one(1)year following its expiration without Physio-Control's prior written consent;(b)
<br /> this Agreement,and any related obligation of other party,may not be assigned in whole or in part without the prior written consent of
<br /> 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
<br /> expenses incurred by the prevailing party related to the enforcement of its rights under this Agreement,including reasonable
<br /> attorney's fees,shall be reimbursed by the other party.
<br /> Reference Number: A60-3207 New
<br /> Printed: 10/30/2013 Page 3 of 5
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