North America Corporation (“Philips”) will provide maintenance, calibration, repair, upgrades, and other quoted

service (“Services”) on the medical imaging, monitoring and related equipment owned or operated by Customer

(“Equipment”), along with replacement of certain parts, assemblies and accessories, and LifeCycle Solutions all as requested by Customer, solely

upon the terms and conditions stated herein. Customer’s acceptance of the Services constitutes its agreement to these

terms and conditions.

The Services will be performed during Service Coverage hours at Philips’ standard prices in effect as of the date of service. At Philips’ discretion, replacement parts may be provided on an exchange (refurbished) or new part basis. Replaced parts become Philips’ property.

1. The Services do not include:

1. servicing or replacing components of the Equipment other than those parts listed in this agreement;

2. servicing the Equipment if the Equipment Site or Equipment is contaminated with blood or other potentially infectious substances;

3. the failure of anyone other than Philips’ subcontractor or Philips to comply with Philips’ written instructions or recommendations;

4. any combining of the Equipment with a product or software of other manufacturers other than those recommended by Philips;

5. any alteration or improper storage, handling, use or maintenance of the Equipment by anyone other than Philips’ subcontractor or Philips;

6. damage caused by an external source, regardless of nature;

7. neglect or misuse of the Equipment.

2. The Services do not include, unless specifically quoted by Philips:

1. providing or paying the cost of any rigging, facility, structural alteration, or accessory incident to the Services or Equipment;

2. any cost of materials, supplies, parts or labor supplied by any party other than Philips or Philips’ subcontractors;

3. the cost of consumable materials, including but not limited to cushions, knee supports, pads, magnetic media, cryogens, PET calibration sources, film or other supply items, unless specifically included in this Agreement;

4. the cost of factory reconditioning;

5. providing software updates, back-up copies of software, or the programming of custom code.

Philips will provide Customer the Services Mondays through Fridays, 8:00 AM to 5:00 PM Customer local time, excluding Philips observed holidays. Subject to the availability of personnel and repair parts, Philips will provide, at Customer request and additional expense, service relating to certain excluded items (invoiced at Philips’ then-current standard rates for material and labor) or service outside the Service Coverage hours (invoiced at Philips applicable rates for out-of-hours service of this type in effect for hourly service customers with similar Equipment, including round trip travel time). Customer will be charged a minimum of two hours on-site time plus applicable travel charges per service visit. Other travel expenses and overnight living expenses will be charged at actual cost in accordance with Philips’ standards for business expense reimbursement of Philips’ employees.

As a condition to Philips undertaking to provide Services, Customer will:

1. The Services do not include:

1. assure that the Equipment Site is in a clean and sanitary condition and that the Equipment has been cleaned and decontaminatedafter contact with blood or other potentially infectious material;

2. dispose of any hazardous or biological waste generated as a result of Philips servicing the Equipment;

3. maintain the Equipment Site and environment (including temperature and humidity control, incoming power quality, and fire protection system) in a condition suitable for operation of the Equipment;

4. operate the Equipment in accordance with the published manufacturer’s operating instructions;

5. make normal operator adjustments to the Equipment as specified in the published manufacturer’s operating instructions;

6. provide Philips service personnel full and free access to the Equipment at the scheduled service time. Customer agrees to pay Philips at the prevailing demand service rates for all time spent by Philips service personnel waiting for access to the Equipment.

The total charge, plus applicable tax, will be due immediately upon Customer’s receipt of Philips’ invoice, except as otherwise stated in the applicable Philips quotation. The total charge will be the sum of all parts, assemblies, accessories, consumables, transportation, special handling, on-site labor, travel time, travel expense, and other chargeable Services. Customer will pay interest on any amount not paid when due at the maximum rate permitted by applicable law.

Philips is excused from performing the Services when Philips’ delay or failure to perform is caused by events beyond Philips’ reasonable control including, but not limited to, acts of God, acts of third parties, acts of the other party, acts of any civil or military authority, fire, floods, war, terrorism, embargoes, labor disputes, acts of sabotage, riots, accidents, delays of carriers, subcontractors or suppliers, voluntary or mandatory compliance with any government act, regulation or request, shortage of labor, materials or manufacturing facilities, or Equipment being contaminated with blood or other potentially infectious material.

In the event of Customer’s failure to pay any amount due within 10 days of when payment is due, Philips may, at its option,

1. withhold performance hereunder or under any other agreements with Customer until a reasonable time after all defaults have been cured,

2. declare all sums due and to become due, to be immediately due and payable hereunder and under such other agreements,

3. commence collection activities for all sums due or to become due hereunder, all at Customer’s expense, including but not limited to costs and expenses of collection, collection agency fees, and reasonable attorneys’ fees, and

4. pursue any other remedies permitted by law.

Philips warrants that parts installed and labor performed by Philips will be free from defects in material and workmanship.Diagnostic imaging Equipment and Ultrasound parts are warranted for sixty (60) days from the date of installation if the parts are installed by Philips or Philips subcontractors or thirty (30) days from delivery if the parts are not installed by Philips. Monitoring and medical IT Equipment parts are warranted for ninety (90) days from the date of delivery.

Replacement parts may contain refurbished components. If such components are used, they will be warranted as new. Glassware is covered under separate Warranties. Adjustment of claims under a parts warranty will result only in replacement of that part. Parts cannot be returned for credit only. Parts failures that result from improper installation or service procedures or any other external factors will not be covered under this warranty. Philips’ obligations are limited, at Philips’ option, to the repair or the replacement of the product or a portion thereof, or to a refund of a portion of the price paid by Customer. If Philips determines that any parts or labor fail to meet the foregoing warranties, Philips shall correct any such failure, at its sole option either

1. by repairing any defective or damaged part and furnishing the necessary labor to resolve any problems directly associated with the service work performed by Philips, or
2. for parts not installed by Philips, by making available at the place of installation any necessary repaired, exchange or replacement parts or assemblies.

This warranty will not apply to defects resulting from improper or inadequate maintenance or calibration by Customer or its agents; Customer or third party supplied software, interfaces, or supplies; use or operation of the product other than in accordance with Philips’ applicable product specifications and written instructions; abuse, negligence, accident, loss, or damage in transit; improper site preparation; unauthorized maintenance or modifications to the product; or, to viruses or similar software interference resulting from the connection of the product to a network. Philips does not provide a warranty for third party products furnished to Customer by Philips; however, Philips shall use reasonable efforts to extend to Customer the third party warranty for the product. The obligations of Philips described above are Philips’ only obligations and Customer’s sole and exclusive remedy for breach of this warranty.

Any warranties applicable to labor or replacement parts provided in connection with the Services are described herein.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, PHILIPS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND No warranty of Merchantability or fitness for a particular purpose applies to anything provided by PHILIPS’ SUBCONTRACTOR OR PHILIPS.

Exchange Parts Ordered - the defective part must be returned within below time frame or additional funds will be charged for non return:

Monitoring - Defective must be received within 30 days from Philips shipment date

Ultrasound - Defective must be received within 14 days from Philips shipment date

Imaging System exchange part credit will be issued upon received (after inspection process) for parts received within 30 days of Philips shipment date.

Unused Return - contact Parts Ordering Desk if part is to be returned unused. Restocking fees apply.

Monitoring - 25% of list price

Ultrasound - 40% of list price

Imaging - 15% of list price but not to exceed $1,000.00

All parts must have a return material document (RMD) and are subject to inspection.

Philips’ total liability, if any, and Customer’s exclusive remedy with respect to the Services and Philips’ performance hereunder is limited to an amount not to exceed the price paid for the part or service that is the basis for the claim. IN NO EVENT WILL PHILIPS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, OR THE COST OF SUBSTITUTE PARTS OR SERVICES, WHETHER ARISING FROM BREACH OF THE TERMS IN THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER TORT. PHILIPS WILL HAVE NO LIABILITY FOR ANY ASSISTANCE PHILIPS PROVIDES THAT IS NOT REQUIRED HEREUNDER.

In connection with the installation, configuration, maintenance, repair and de-installation of the Equipment, Philips might deliver to the Equipment site and use certain proprietary service materials (including software, diagnostic tools and written or electronic documentation) that have not been purchased by or licensed to Customer. The presence of this property within the Equipment site will not give Customer any right or title to this property or any license or other right to access, use or decompile this property. Any access to or use of this property by anyone other than Philips’ personnel is prohibited. Customer consents to Philips’ removal of all or any part of this property at any time.

If Customer has contracted with a third party service management organization, asset management company, maintenance management company, technology management company, maintenance insurance organization or the like (”Third Party Organization”) for purposes of centralized billing and management of services provided to Customer, at Customer’s written request, Philips will route invoices for payment of services rendered by Philips to such Third Party Organization and accept payment from them on Customer’s behalf. Notwithstanding the above, Customer agrees that the services provided by Philips are subject solely to the terms and conditions set forth herein, and that Customer guarantees the payment of all monies due or that may become due in spite of any collateral arrangements Customer may have with such Third Party Organization or any payments Customer have made to the Third Party Organization. Philips has no contractual relationship for the Services rendered to Customer except as set forth herein. To the extent that the parts and services Philips provides are not covered by Customer’s arrangement with such Third Party Organization, Customer agrees to promptly pay for such parts and services on demand.

Customer will not be obligated to pay any federal, state or local tax imposed upon or measured by Philips’ net income. Any other applicable tax will be invoiced to and payable by Customer, along with the total charge in accordance with the payment terms set forth herein, unless Philips receives a tax exemption certificate from Customer which is acceptable to the taxing authorities.

Philips is Customer's independent contractor. Philips’ employees are under Philips’ exclusive direction and control. Philips’ subcontractor’s employees are under Philips’ subcontractor’s exclusive direction and control. Nothing in this Agreement will be construed to designate Philips or any of Philips’ employees or Philips’ subcontractors or any of their employees as Customer employees, agents, joint ventures or partners.

If Section 1861 (v) (1) (l) of the Social Security Act applies to the Services, Subsections (i) and (ii) of that Section are made a part of these terms. In such an event, Philips agrees to retain and make available, and to insert the requisite clause in each applicable subcontract requiring Philips subcontractor to retain and make available, the contract(s), book(s), document(s), and record(s) to the person(s), upon the request(s) for the period(s) of time required by these Subsections.

In the course of providing the Services to Customer, it is necessary for Philips to have access to, view and/or download computer files from the Equipment that might contain Personal Data. Personal Data includes information relating to an individual, from which that individual can be directly or indirectly identified. Personal Data can include both personal health information (e.g., images, heart monitor data, medical record number) and non-health information (e.g., date of birth, gender). Philips will process Personal Data only to the extent necessary to fulfill its Service obligations under this Agreement.

Philips may subcontract to service contractors of Philips’ choice any of Philips’ service obligations to Customer. No such subcontract will release Philips from those obligations to Customer. Customer may not assign its rights hereunder or the responsibility for payments due without Philips’ prior express written consent.

Customer's obligation to pay any money due to Philips in connection with the Services shall continue until Philips has received all such amounts. All of Philips’ rights, privileges and remedies with respect to the Services will continue in full force and effect. Philips’ failure to enforce any provision of these terms is not a waiver of that provision or of Philips’ right to later enforce each and every provision. If any part of these terms is found to be invalid, the remaining part will be effective. The law of the state of New York will govern any interpretation of these terms and any dispute between Philips and Customer without regard to the principles of choice of law.

These terms constitute the entire understanding of the parties and supersede all other agreements, written or oral, regarding its subject matter. No additional terms, conditions, consent, waiver, alteration, or modification will be binding unless in writing and signed by Philips’ authorized representative and Customer. Additional or different terms and conditions, whether stated in a purchase order or other document issued by Customer, are specifically rejected and will not apply to the transactions contemplated herein. No prior proposals, statements, course of dealing, course of performance, usage of trade or industry standard will apply to the Services or modify these terms.

In executing this Service, the parties hereto acknowledge that they have read each of the terms and conditions hereof on behalf of their respective interests, that they know and understand the same, and have requested the services with the express authority to do so.