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DocuSign Envelope ID: BA4A68D9-A6AC-48D0-A9C1-D50BFBB7B826
<br /> 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 Comprehensive Service or
<br /> Repair&Inspect Service is designated for Covered Equipment on Schedule A, Physio-Control will install Updates at no additional
<br /> cost, provided such Updates are installed at the time of regularly scheduled Services. Updates installed on Covered Equipment
<br /> designated on Schedule A as Repair Plus Service, Repair Only Service, Preventative Maintenance Service, Inspection Only Service,
<br /> or at a time other than regularly scheduled Comprehensive Service or Repair&Inspect Service,will be billed on a separate invoice at
<br /> 20%off the then-current list price of the Update. For all Service plans,if parts must be replaced to accommodate installation of new
<br /> software,such parts may be purchased at a rate of 30%off the then-current list price.
<br /> UPGRADES."Upgrade"means a major,standalone version of software or the addition of features or capabilities to a device. For all
<br /> Service plans, Upgrades must be purchased separately and are not provided under this Agreement. Upgrades are available at a rate
<br /> of 17%off the then-current list price.
<br /> PRICING.Pricing is set forth on the first page of this Agreement,on the Quote for Services,and/or on the Invoice for the Services
<br /> purchased. Prices do not include taxes.Sales,service or use taxes will be invoiced in addition to the price of the goods and Services
<br /> covered by this Agreement unless Physio-Control receives a copy of a valid exemption certificate. If the number or configuration of
<br /> Covered Equipment changes during the Term, pricing shall be pro-rated accordingly. For Preventative Maintenance Service,
<br /> Inspection Only Service, Comprehensive Service,and Repair&Inspect Service,no pricing deduction will be made for removal of
<br /> Covered Equipment if preventative maintenance and inspection have already been performed during the Term and no further
<br /> preventative maintenance and inspection are scheduled to occur. Discounts may not be combined with other special terms,discounts,
<br /> 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 repair/replacement parts provided in performing
<br /> such Services against defects in material and workmanship for ninety(90)days from the date Services were performed or a
<br /> repair/replacement part was provided.Customer's sole remedy shall be reservicing the affected Covered Equipment and/or
<br /> replacement of any part determined to be defective,without additional charge,provided Customer notifies Physio-Control of any
<br /> allegedly defective condition within ten(10)calendar days of its discovery by Customer. Physio-Control makes no other warranties,
<br /> express or implied, including,without limitation,NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br /> PURPOSE,AND IN NO EVENT SHALL PHYSIO-CONTROL BE LIABLE FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL,OR
<br /> OTHER DAMAGES.
<br /> TERM.The Term of this Agreement is set forth on the first page of this document,or in the Quote and/or Invoice for the Services
<br /> purchased.This Agreement shall automatically renew unless terminated by either party with written notice thirty(30)days prior to the
<br /> expiration of the then-current Term. Prices are subject to change upon renewal.
<br /> TERMINATION.Either party may terminate this Agreement for material breach by the other party by providing thirty(30)days'written
<br /> notice to the other party,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 by Customer,
<br /> Customer shall be responsible for the portion of the designated price which corresponds to the portion of the Term prior to the
<br /> effective date of termination and the list-price cost of any preventative maintenance,inspections,or repairs 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.Any device that is not covered by either a Physio-Control Limited Warranty or a
<br /> current Physio-Control Technical Service Support Agreement must be inspected and repaired(if necessary)to meet original
<br /> specifications at customer's cost at the then-current list prices prior to being covered under a Technical Service Support Agreement.
<br /> Physio-Control reserves the right to refuse to support any device that has been remanufactured by a company other than
<br /> Physio-Control.
<br /> MISCELLANEOUS.(a)During the Term of this Agreement and for one(1)year following its expiration,without Physio-Control's prior
<br /> written consent, Customer agrees to not to solicit or offer employment to anyone who is employed by Physio-Control to provide
<br /> Services such as those described in this Agreement;(b)this Agreement,and any related obligation of other party,may not be
<br /> assigned in whole or in part without the prior written consent of the other party;©this Agreement shall be governed by the laws of the
<br /> State in which the Services are provided;(d)all costs and expenses incurred by the prevailing party related to the enforcement of its
<br /> rights under this Agreement, including reasonable attorney's fees,shall be reimbursed by the other party.
<br /> Reference Number: SC-1581 Renewal
<br /> Printed: 6/9/2015 Page 3 of 9
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