2016-177-E Tax - Zoll Data Systems, Inc. - Addendum for patient invoice - single trip ECM

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DocuSign Envelope ID:91182FB2-D8B4-43AB-B971-D5A34C4B619D ZOLL Data Systems,Inc. Order Form Addendum for Orange County Emergency Services Amended Terms and Conditions The following sections supersede or are in addition to sections in the existing MSLA. 1.1 "Annual Fee"for"SUB"Type licenses.Means the amount of Monthly Fees that Customer is required to pay under this MSLA in each twelve-month period during the Term beginning on the date identified in the Initial Order. 1.11 "Monthly Fees"for"SUB"Type licenses.Means ZOLL's then current standard recurring monthly fees for the license of Software set forth in the Initial Order or any subsequent Order Form.Monthly Fees are part of the Software Fees. 6.2 Maintenance Fees.For"SUB"Type licenses,Maintenance Fees are included in the Monthly Fees.For all other software,if Customer elects to procure Maintenance Services from ZOLL,then 60 days following the Deployment Date,ZOLL will invoice Customer for 1 quarter of Maintenance Services to commence on the date of expiration of the"Software Warranty Period"(as defined in Section 7 below).ZOLL will invoice Customer on a quarterly basis thereafter for all further Maintenance Fees unless Customer notifies ZOLL within 30 days of the end of the then-current Maintenance Services period.ZOLL will have no obligation to provide Maintenance Services to Customer if any invoice issued under this Section 6.2 is past due.If Customer elects to discontinue Maintenance Services at any time,to reinstate Maintenance Services and receive the applicable updates and new releases,Customer must pay the Maintenance Fees for all time periods missed.All Maintenance Fees are non-refundable. 6.6 Audit Rights. During the Term and for a period of six(6)months following the termination or expiration of this MSLA,ZOLL will have the right,during normal business hours,to inspect(through remote access to Customer servers,reports,etc.or onsite if determined necessary),or have an independent audit firm inspect, Customer's records relating to Customer's use of the Software to ensure it is in compliance with the terms of this MSLA,including with any limitation on the number of servers,personal computers and/or other portable devices on which Customer may install the Software hereunder and/or the number of Customer users that may use the Software hereunder,and/or the number of PCRs generated through the software hereunder. The costs of the audit will be paid by ZOLL,unless the audit reveals that Customer's underpayment of Fees exceeds 5%for products other than ePCR Monthly Fees that are subject to adjustment as described on page 1.Customer will promptly pay to ZOLL any amounts shown by any such audit to be owing(which shall be calculated at ZOLL's standard,non discounted rates)plus interest as provided in Section 6.4 above. 11.4 Effects of Termination.Upon termination or expiration of the MSLA for any reason:(a)any amounts owed to ZOLL under this MSLA and all Statements of Work before such termination or expiration will be immediately due and payable,including,in the event of termination of this MSLA(i)by ZOLL under"Section 11.2"or(ii)by Customer under"Section 11.3",a termination fee("Early Termination Fee"equal to the amount,if any,of(x)the initial Annual Fee minus(y)the sum of Monthly Fees(as defined in the Initial Order)paid by Customer to ZOLL hereunder prior to the date of termination during the initial twelve-month period;(b)all licensed rights granted in this MSLA will immediately cease to exist;(c)Customer must promptly discontinue all use of the Software,erase all copies of the Software from Customer's computers and the computers of its customers,and return to ZOLL or destroy all copies of the Software and Documentation on tangible media in Customer's possession;and(d)each party shall promptly discontinue all use of the other parry's Confidential Information,and return to the other parry or,at the other parry's option,destroy,all copies of any such Confidential Information in tangible or electronic form.If ZOLL terminates an SOW for cause,such termination will have no effect upon any other SOWS that may be in effect unless ZOLL terminates the MSLA for cause.Upon ZOLL's request,Customer will provide a written certification(in the form acceptable to ZOLL),certifying as to Customer's compliance with its post-termination obligations set forth in this Section 11.3. 12.9 Access to Insight Analytics.Provided the Customer is current on payments of Maintenance Fees hereunder,Customer may subscribe,at no additional charge,to ZOLL's website www.ZOLLonline.com("ZOLL Online")by agreeing to the terms of the Application Service Provider Agreement available on ZOLL Online("The ASP Agreement"),pursuant to which Customer shall receive access,at no additional charge,to Insight Analytics product of ZOLL,subject to the terms of the ASP Agreement. 12.10 Entire Agreement.This MSLA,together with all exhibits hereto and the ASP Agreement,if any,constitutes the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements,understandings,and communication,whether written or oral. This MSLA shall not be modified except by a subsequently dated written amendment signed on behalf of ZOLL and Customer by their duly authorized representatives. Page 2 of 2 Customer Initials: