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4885-6196-2258, v. 3
<br />To the extent permitted by North Carolina law, Client will defend, indemnify and hold EMSAR, its officers,
<br />managers, personnel, affiliates and agents (collectively, “Representatives”) harmless from and against any and all
<br />claims and demands (including damages, liabilities, losses and expenses, including reasonable attorney’s fees,
<br />incurred in connection with such claims and demands) (“Claims”) made by any third parties against EMSAR
<br />arising from or relating to the Covered Equipment or any bodily injury (including death) or property damage
<br />related to the use and/or misuse of the Covered Equipment, except to the extent such Claims arise from the
<br />negligence or willful misconduct of EMSAR or its Representatives.
<br />Subject to the limitations in Section 11, EMSAR agrees to defend, indemnify and hold Client and its
<br />Representatives harmless from and against any and all Claims made by any third parties against Client in
<br />connection with the Covered Equipment arising from the negligence or willful misconduct of EMSAR or its
<br />Representatives.
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<br />13. NON-SOLICITATION
<br />Client acknowledges that EMSAR’s personnel and any person performing services on EMSAR’s behalf
<br />(collectively, “EMSAR Personnel”) are of great value to EMSAR and have been trained and developed by
<br />EMSAR at great cost. Client agrees that it will not, at any time during the term of this Agreement and for a
<br />period of two (2) years thereafter, employ or engage, attempt to employ or engage, or otherwise solicit for
<br />employment or engagement, any EMSAR Personnel, except with the prior written consent of EMSAR; provided,
<br />however, that the foregoing restrictions shall not prohibit Client from soliciting, employing or engaging any
<br />person who responds to a general advertisement or solicitation not specifically directed at any EMSAR Personnel.
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<br />14. FORCE MAJEURE
<br />EMSAR will make every effort not to cancel or reschedule any scheduled services. Notwithstanding the
<br />foregoing, EMSAR will not be liable for any loss, damage or delay or failure to perform, in whole or in part,
<br />caused by events beyond EMSAR’s reasonable control, including, but not limited to, acts of God, natural
<br />disasters, disease, epidemics, pandemics (including COVID-19), acts or omissions of any governmental authority,
<br />riot, war or similar hostility, strikes, labor stoppages or slowdowns or other labor disturbances. In the event of any
<br />such delay or failure to perform, Client’s sole remedy against EMSAR will be to terminate this Agreement under
<br />Section 7.
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<br />15. GOVERNING LAW; SURVIVAL; SEVERABILITY
<br />This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be
<br />governed by the laws of the State of North Carolina.
<br />
<br />The provisions of Sections 8, 11, 12, 15, 16 and 17 will survive the termination of this Agreement.
<br />
<br />If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement
<br />shall be valid and binding upon the Parties.
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<br />16. ASSIGNMENT
<br />This Agreement will not be assigned by either party without the prior written consent of the other party, which
<br />consent will not unreasonably be withheld, conditioned or delayed. Notwithstanding the foregoing, EMSAR may
<br />assign this Agreement to a successor in interest upon a merger, reorganization, change of control, acquisition or
<br />sale of all or substantially all of the assets of EMSAR, or to a lender for collateral assignment purposes, in each
<br />case, without Client’s consent. Any assignment in violation of this Section will be void.
<br />
<br />17. AMENDMENT
<br />This Agreement, including the Proposal, may only be amended with the consent of both parties in writing.
<br />DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4
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