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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-1155 Renewal
<br />Printed: 4/3/2015 Page 3 of 5
<br />DocuSign Envelope ID: C12F223A-4347-43A3-A8B5-16DEB750E333
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