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<br />MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC.
<br />TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS
<br />RENEWAL TERMS
<br />Medtronic Emergency Response Systems, roc's ("Medtronic"} acceptance of Customer's Technical Service Support Agreement
<br />is expressly conditioned on Customer's assent to the terms set forth in this document and its attachments. Medtronic agrees to
<br />furnish the services ordered by Customer only on these terms, and Customer's acceptance of any portion of the goads and services
<br />covered by this document shall confirm their acceptance by Customer. Thane terms constitute the complete agreement between the
<br />parties and they shall govern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to
<br />Medtronic by Customer. These terms may not be revised in any manner without the prior written consent of an officer of Medtronic.
<br />REPAIR SERVICES
<br />If "Repair" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered
<br />Equipment, ail repair parts and materials required, all required Medtronic service technician labor, and all related travel
<br />expenses, For offsite {ship-in) services, units will be returned to Customer by Medtronic freight prepaid.
<br />INSPECTION SERVICES
<br />it "inspection" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered
<br />Equipment, verification of proper instrument calibration, verification that instrument mechanical operations and output
<br />measurements are consistent with applicable product specifications, pertormance of an electrical safety check in accordance with
<br />National Fire and Protection Gutdettnes, ail required Medtronic service technician tabor and all related travel expenses.. For
<br />offslte (ship-in} services, units will be returned to Customer by Medtronic freight prepaid
<br />DOCUMENTATION
<br />Following each Repair and/or Inspection, Medtronic will provide Customer with a wrnen report of actions taken or recommended
<br />and identification of any materials replaced or recommended for replacement.
<br />LOANERS
<br />If a Medtronic product is designated as a unit of Covered Equipment for Repair Services and needs to be removed from service to
<br />complete repairs, an appropriate Loaner unit will be provided, if available, until the removed unit is returned Customer assumes
<br />complete responsibility for the Loaner and shalt return the Loaner to Medtronic in ttre same condition as reczived, at Customers
<br />expense, upon the earlier of the return of the removed unit or Medtronic's request
<br />EXCLUSIONS
<br />This Technical Service Support Agreement does not include: supply or repair of accessories or disposables (e.g , patien# rabies,
<br />recorder paper, etc.}; repair of damage caused by misuse, abuse, abnormal operating conditions, operator errors, and/or acts of God;
<br />repairs to return an instrument to normal operating equipment at the time of initial service by Medtronic under this Technical
<br />Service Support Agreement; case changes; repair or replacement of items not originally distributed or installed by Medtronic;
<br />and exclusions on Schedule B to this Technical $ervlce Support Agreement, if any, which apply to Covered Equipment.
<br />SCHEDULE SERVICES
<br />Designated Repair and inspections Services will be performed at the designated service frequency and during designated service
<br />hours except where service technicians are rendered unavailable due to mandatory training commitments, in which case Medtronic
<br />will provide alternate coverage. Customer is to ensure Covered Equipment is available for Repair and/or Inspection at scheduled
<br />times, if Covered Equipment is not availabte as scheduled and Customer requests additional services to be perfiormed or if Medtronic
<br />is requested to pertorm Repair or Inspection services not designated in this Technigl Service Support Agreement (due to the nature of
<br />services selected, instruments Involved not being Covered Equipment, request being outside of designated service frequency or hours,
<br />or application of the Exclusions}; Customer shall reimburse Medtronic at Medtronic's standard labor rates Tess 10% (including overtime,
<br />if appropriate), plus standard fist prices for related parts and materials less 15%, plus actual travel costs incurred
<br />PAYMENT
<br />The cost of services performed by Medtronic shall be payable by Customer within thirty (30) days of Customer's receipt of Medtronic's
<br />invoice (or such other terms as Medtronic confirms to Customer in writing). to addition to the cost of services pertormed,
<br />Customer shall pay or reimburse Medtronic for any taxes assessed Medtronic If the number or configuration of Covered
<br />Equipment is altered during the Term of this Technical Service Support Agreement, the price of Services shall be adjusted accordingly.
<br />WARRAPfffY
<br />Medtronic warrants Services pertormed under Phis Technical Service Support Agreement and replacemen# parts provided in
<br />performing such Services against defects in material and workmanship for ninety (g0) days from the date a Service was performed or a
<br />part was provided. Customer's sole remedy shall be reservlcing the affected unit and/or replacement of any part determined to be
<br />defective, without any additional Customer charge, provided Customer notifies Medtronic of any allegedly defective condition
<br />within fen (10} calendar days of its discovery by Customer. Medtronic makes no other warranties, express or implied, including,
<br />without limitation, NO WARRANTY OF MERGHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT
<br />SHALL. MEDTRONIC BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES.
<br />Reference Number: 572-2725 Renewal
<br />Ptinted:2l28/2007 Page 2 of 8
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