1. Initial Provisions.

1.1 The Products (equipment, service, and software) offered on the quotation by the Philips legal entity identified thereon are subject to these Conditions of Sale.

1.2 The purchase prices set out on the quotation excludes all taxes. All taxes on the Products will be borne by the Customer unless Customer provides a tax exemption certification.

2. Quotation, Order and Payment.

2.1 Any quotation on the Products will be open for acceptance within the period indicated therein and may be amended or revoked by Philips prior to Customer's acceptance. Any purchase orders shall be subject to Philips' confirmation. Any terms and conditions set forth on the Customer’s purchase order or otherwise issued by the Customer shall not apply to the Products.

2.2 The prices and payment terms are set out on the quotation. Orders are subject to Philips’ ongoing credit review and approval. If the quotation indicates net prices that are each associated with a payment method then Philips will invoice Customer, and Customer will pay the net price that corresponds to the payment method that Customer elected in its purchase order or signed quote. Prior to invoice, Customer may modify the payment method by providing Philips with an amended purchase order that reflects the new payment method and corresponding price.

2.3 Interest will apply to any late payments. Customer shall pay interest on any overdue amount not actively disputed paid at the annual rate of twelve percent (12%) which may be billed monthly. If the Customer fails to pay any amounts due or breaches these Conditions of Sale, Philips will be entitled to suspend the performance of its obligations and deduct the unpaid amount from any amounts otherwise owed to Customer by Philips, in addition to any other rights or remedies available to Philips. Philips shall be entitled to recover all costs and expenses, including reasonable attorneys' fees related to the enforcement of its rights or remedies.

2.4 Customer has no right to cancel an order, unless such cancellation right is granted to the Customer by mandatory law in which case the Customer shall pay the costs incurred by Philips up to the date of cancellation In other cases of cancellation, Customer shall pay a 15% cancellation fee.

2.5 Philips may make partial or early shipments and Customer will pay such invoice based on the date of invoice for each product in accordance with the payment terms set forth in the quotation

2.6 Payments may be made by check, ACH or wire. Philips does not accept transaction fees for any electronic fund transfers or any other payment method; Philips imposes a surcharge on credit cards of 2%, which is not greater than our cost of acceptance. All check payments over $50,000 USD must be paid via eCheck or via Philips prepaid FedEx account with tracking to secure against fraud and misappropriation.

3. Philips Security Interest until Full Payment.

3.1 Philips is entitled to retain a security interest in the Philips products, until Philips receives full payment.

4. Technical Changes; Obsolescence of the Product.

4.1 Philips shall be entitled to make changes to the design or specifications of the Products at any time, provided such change does not adversely affect the performance of the Products.

5. Lease and Trade In

5.1 If the Customer desires to convert the purchase of any Products to a lease the Customer shall within ninety (90) prior to the delivery of the Products provide all relevant rental documents for review and approval by Philips. The Customer is responsible for converting the transaction to a lease and is required to secure the leasing company's approval of all these Conditions of Sale. No product will be delivered to the Customer until Philips has received copies of the fully executed lease documents and has approved the same. For any lease, if the lease does not fund then: (i) Customer guarantees the payment of all monies due or that may become due under these Conditions of Sale; (ii) Philips may convert the lease back to a purchase and invoice Customer; accordingly, and (iii) Customer will pay all such invoiced amounts per the invoice terms. In the event that there are multiple Products on one quote, the Product with the longest period for converting the transaction to a lease shall prevail.

5.2 Philips may provide a rental agreement at its discretion.

5.3 In the event Customer will be trading-in equipment ("Trade-In"), the Customer will provide the following:

5.3.1 Customer undertakes to possess good and marketable title to the Trade-In as of the date of the quotation and when Philips takes possession of the Trade-in from Customer’s site. In the event Customer is in breach of this undertaking, Customer shall not be entitled to keep a trade-in credit for such Trade-In and shall promptly refund Philips such credited amounts upon receipt of an invoice from Philips.

5.3.2 The trade-in value set forth on the Philips quotation is conditioned upon Customer providing Trade-In no later than the date Philips makes the new Product listed on such quotation available for first patient use. Customer shall bear the costs of any reduction in trade-in value arising due to a delay by the Customer causing the trade-in not to occur by the expected date and promptly pay the revised invoice

5.3.3 In the event Philips receives a Trade-In having a different configuration (including software version) or model number than the Trade- In described on the Philips quotation, Philips reserves the right to adjust the trade in value and revise the invoice accordingly and Customer shall pay such revised invoice promptly upon receipt.

5.3.4 Customer undertakes to (i) clean and sanitize all components that may be infected and all biological fluids from the Trade-In; (ii) drain any applicable chiller lines and cap any associated plumbing and (iii) delete all personal data in the Trade-In. Customer agrees to reimburse Philips against any out-of-pocket costs incurred by Philips arising from Customer’s breach of its obligations herein.

6. Shipment and Delivery Date.

6.1 Philips shall deliver the Products in accordance with the Incoterms set forth on the quotation. If Philips and the Customer agree any other terms of delivery, additional costs shall be for the account of the Customer. Title (subject to Section 3 entitled Philips Security Interest) to any product (excluding software), and risk of loss shall pass to the Customer upon delivery to the shipping carrier. However, Philips shall pay the cost of freight and risk insurance (during transport to destination). Customer shall obtain and pay insurance covering such risks at destination.

6.2 Philips will make reasonable efforts to meet delivery dates quoted or acknowledged. Failure to deliver by the specified date will not be a sufficient cause for cancellation nor will Philips be liable for any penalty, loss, or expense due to delay in delivery. If the Customer causes the delay, any reasonable expenses incurred by Philips will be paid for by Customer, including all storage fees, transportation expenses, and related costs., Customer shall pay the 80% installment payment upon delivery to Customer site or Philips warehouse. For the purposes of clarification, “Delay” in this section shall mean a date later than the Customer agreed delivery date identified via confirmation of the delivery date with Customer prior to releasing the Product for production.

7. Installation.

7.1 If Philips has undertaken installation of the Products, the Customer shall be responsible for the following at its sole expense and risk:

7.1.1 The provision of adequate and lockable storage for the Products on or near the installation site. Additionally, Customers shall consider the manufacturing labeling requirements for environmental and storge conditions. The Customer will repair or replace any lost or damaged item during the storage period.

7.1.2 Philips or its (affiliate’s) representative shall have access to the installation site without obstacle or hindrance in due time to start the installation work at the scheduled date.

7.1.3 The timely execution and completion of the preparatory works, in conformity with Philips’ installation requirements. The Customer shall ensure that the prepared site shall comply with all safety, electrical and building codes relevant to the Products and installation thereof.

7.1.4 The proper removal and disposal of any hazardous material at the installation site prior to installation by Philips.

7.1.5 The timely provision of all visa, entry, exit, residence, work or any other permits and licenses necessary for Philips’ or Philips’ representatives’ personnel and for the import and export of tools, equipment, Products, and materials necessary for the installation works and subsequent testing.

7.1.6 The assistance to Philips or Philips’ representative for moving the Products from the entrance of the Customer's premises to the installation site. The Customer shall be responsible, at its expense, for rigging, the removal of partitions or other obstacles, and restoration work.

7.2 If Products are connected to a computer network, the Customer shall be responsible for network security, including but not limited to, using secure administrative passwords, installing the latest validated security updates of operating software and web browsers, running a Customer firewall as well as maintaining up-to-date drivers, validated anti-virus and anti-spyware software. Unauthorized Updates, as defined in the Product Schedules, may adversely affect the functionality and performance of the Licensed Software.

7.3 If any of the above conditions are not complied with, Philips or Philips’ representative may interrupt the installation and subsequent testing for reasons not attributable to Philips and the parties shall extend the period for completing the installation. Any additional costs shall be for the Customer's account and Philips shall have no liability for any damage resulting from or in connection with the delayed installation.

7.4 Philips shall have no liability for the fitness or adequacy of the premises or the utilities available at the premises for installation or storage of the Products.

8. Product Damages and Returns.

8.1 The following shall apply solely to medical consumables: The Customer shall notify Philips in writing substantiating its complaints within ten (10) days from its receipt of the Products. If Philips accepts the claim as valid, Philips shall issue a return authorization notice and the Customer shall return the Products. Each returned Product shall be packed in its original packaging.

9. Product Warranty.

9.1 In the absence of any specific Product warranty attached to the quotation, the following warranty provisions will apply to the Product.

9.2 Hardware Products. Philips warrants to Customer that the Product shall materially comply with its product specification on the quotation and the user documentation accompanying the shipment of such Product for a period of one year from the date of acceptance or first clinical use, whichever occurs first, but under any circumstances, no more than fifteen (15) months from the date of shipment, provided the Product has been subject to proper use and maintenance. Any disposable Product intended for single use supplied by Philips to the Customer will be of good quality until the expiration date applicable to such Product.

9.3 Stand-alone Licensed Software Products. Philips warrants that the Stand-alone Licensed Software shall substantially conform to the technical specification for a period of ninety (90) days from the date Philips makes such Stand-alone Licensed Software available to the Customer. “Stand-alone Licensed Software” means Licensed Software sold without a contemporaneous purchase of a server for the Licensed Software.

9.4 Service. Philips warrants that all services will be carried out with reasonable care and skill. Philips’ sole liability and Customer’s sole remedy for breach of this warranty shall be at its option to give credit for or re-perform the services in question. This warranty shall only extend for a period of ninety (90) days after the completion of the services.

9.5 Customer shall only be entitled to make Product warranty claim if Philips receives written notice of the defect during the warranty period within ten (10) days from the Customer discovering the defect and, if required the Product or the defective parts shall be returned to an address stated by Philips. Such defective parts shall be the property of Philips after their replacement.

9.6 Philips’ warranty obligations and Customer’s sole remedy for the Product shall be limited, at Philips’ option, to the repair or replacement of the Product or any part thereof, in which case the spare parts shall be new or equivalent to new in performance, or to the refund of a pro rata portion of the purchase price paid by the Customer solely after a reasonable cure period is given to Philips.

9.7 Philips’ warranty obligations shall not apply to any defects resulting from:

9.7.1 improper or unsuitable maintenance, configuration or calibration by the Customer or its agents.

9.7.2 use, operation, modification, or maintenance of the Product not in accordance with the Product specification and the applicable written instructions of Philips or performed prior to the completion of Philips’ validation process.

9.7.3 abuse, negligence, accident, damages (including damage in transit) caused by the Customer.

9.7.4 improper site preparation, including corrosion to Product caused by Customer.

9.7.5 any damage to the Product or any medical data or other data stored, caused by an external source (including viruses or similar software interference) resulting from the connection of the Product to a Customer network, Customer client devices, a third-party product or use of removable devices.

9.8 Philips is not responsible for the warranty for the third-party product provided by Philips to the Customer and Customer shall make any warranty claims directly with such vendors. However, if Philips, under its license agreement or purchase agreement with such third party, has right to warranties and service solutions, Philips shall make reasonable efforts to extend to the Customer the third-party warranty and service solutions for such Products.

9.9 During the term of the warranty and any customer service arrangement the Customer shall provide Philips with a dedicated high-speed broadband internet connection suitable to establish a remote connection to the Products in order for Philips to provide remote servicing of the Products by:

9.9.1 supporting the installation of a Philips approved router (or a Customer-owned router acceptable for Philips) for connection to the Products and Customer network (which router remains Philips property if provided by Philips and is only provided during the warranty term.

9.9.2 maintaining a secure location for hardware to connect the Products to the Philips Remote Service Data Center (PRSDC).

9.9.3 providing and maintaining a free IP address within the site network to be used to connect the Products to the Customer’s network

9.9.4 maintaining the established connection throughout the applicable period.

9.9.5 facilitating the reconnection to Philips in case any temporary disconnection occurs.

9.9.6 If Customer fails to provide the access described in this section and the Product is not connected to the PRSDC (including any temporary disconnection), Customer accepts any related impact on Products availability, additional cost, and speed of resolution.

9.9.7 THE WARRANTIES SET FORTH IN THIS CONDITIONS OF SALE AND QUOTATION ARE THE SOLE WARRANTIES MADE BY PHILIPS IN CONNECTION WITH THE PRODUCT, ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PHILIPS EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, PHILIPS DOES NOT WARRANT ANY PRODUCT USING THE CLOUD TO BE UNINTERRUPTED OR ERROR FREE.

10. Limitation of Liability.

10.1 THE TOTAL LIABILITY OF PHILIPS ARISING UNDER OR IN CONNECTION WITH THE PRODUCT FOR ANY BREACH OF CONTRACTUAL OBLIGATIONS, WARRANTY, NEGLIGENCE, UNLAWFUL ACT OR OTHERWISE IN CONNECTION WITH THE PRODUCT IS LIMITED TO THE ACTUAL PURCHASE PRICE RECEIVED FOR THE PRODUCT THAT GAVE RISE TO THE CLAIM.

10.2 PHILIPS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES AND/OR FOR ANY DAMAGES INCLUDING, LOSS OF DATA, PROFITS, REVENUE, BUSINESS INTERRUPTION OR USE IN CONNECTION WITH OR ARISING OUT OF THESE CONDITIONS OF SALE, REGARDLESS OF WHETHER THEY ARE FORESEEABLE OR NOT AND WHETHER THE CLAIM IS MADE IN TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, AT LAW OR IN EQUITY. NEITHER PHILIPS NOR PHILIPS’ SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OR INABILITY TO USE MEDICAL OR OTHER DATA STORED ON OR BY THE PRODUCT.

10.3 THE EXCLUSION OF LIABILITY IN THESE CONDITIONS OF SALE SHALL ONLY APPLY TO THE EXTENT ALLOWED UNDER THE APPLICABLE LAW.

10.4 FOR US CUSTOMERS, THE FOLLOWING ARE NOT SUBJECT TO THE LIMITATIONS OF LIABILITY UNDER SECTION 10.1:

10.4.1 THIRD PARTY CLAIMS FOR DIRECT DAMAGES FOR BODILY INJURY OR DEATH TO THE EXTENT CAUSED BY PHILIPS’ NEGLIGENCE OR PROVEN PRODUCT DEFECT.

10.4.2 CLAIMS OF TANGIBLE PROPERTY DAMAGE REPRESENTING THE ACTUAL COST TO REPAIR OR REPLACE PHYSICAL PROPERTY TO THE EXTENT CAUSED BY PHILIPS NEGLIGENCE OR PROVEN PRODUCT DEFECT.

10.4.3 OUT OF POCKET COSTS INCURRED BY CUSTOMER TO PROVIDE PATIENT NOTIFICATIONS, REQUIRED BY LAW, TO THE EXTENT SUCH NOTICES ARE CAUSED BY PHILIPS UNAUTHORIZED DISCLOSURE OF PROTECTED HEALTH INFORMATION.

10.4.4 FINES/PENALTIES LEVIED AGAINST CUSTOMER BY GOVERNMENT AGENCIES CITING PHILIPS’ UNAUTHORIZED DISCLOSURE OF PROTECTED HEALTH INFORMATION AS THE BASIS OF THE FINE/PENALTY, ANY SUCH FINES OR PENALTIES SHALL CONSTITUTE DIRECT DAMAGES.

11. Infringement of Intellectual Property Rights to the Products.

11.1 Philips will, at its option and expense, defend or settle any suit or proceeding brought against Customer based on any third-party claim that any Product or use thereof for its intended purpose constitutes an infringement of any intellectual property rights in the country where the Product is delivered by Philips.

11.2 Customer will promptly give Philips written notice of such claim and the authority, information and assistance needed to defend such claim. Philips shall have the full and exclusive authority to defend and settle such claim. Customer shall not make any admission which might be prejudicial to Philips and shall not enter a settlement without Philips’ prior written consent.

11.3 If the Product is held to constitute infringement of any intellectual property right and its use by Customer is enjoined, Philips will, at its option and expense, either: (i) procure for Customer the right to continue using the Product; (ii) replace it with an equivalent non-infringing Product; (iii) modify the Product so it becomes non-infringing; or (iv) refund to the Customer a pro rata portion of the Products’ purchase price upon the return of the original Products.

11.4 Philips will have no duty or obligation under this clause 11 if the infringement is caused by a Product being:

11.4.1 supplied in accordance with Customer's design, specifications or instructions and compliance therewith has caused Philips to deviate from its normal course of performance.

11.4.2 modified by Customer or its contractors after delivery.

11.4.3 not updated by Customer in accordance with instructions provided by Philips (e.g. software updates).

11.4.4 combined by Customer or its contractors with devices, software, methods, systems, or processes not furnished hereunder and the third-party claim is based on such modification or combination.

The above states Philips’ sole liability and Customer’s exclusive remedy in respect of third-party intellectual property claims.

12. Use and exclusivity of Product documents.

12.1 All documents and manuals including technical information related to the Products and its maintenance as delivered by Philips is the proprietary information of Philips, covered by Philips’ copyright, and remains the property of Philips, and as such, it shall not be copied, reproduced, transmitted, or disclosed to or used by third parties without the prior written consent of Philips.

13. Export Control and Product Resale.

13.1 Customer agrees to comply with relevant export control and sanction laws and regulations, including the UN, EU or US (“Export Laws”), to ensure that the Products are not (i) exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including military end-use, human rights abuses, nuclear, chemical or biological weapons proliferation.

13.2 Customer represents that (i) Customer is not located in a country that is subject to a UN, US or EU embargo and trade restriction; and (ii) Customer is not listed on any UN, EU, US export and sanctions list of prohibited or restricted parties.

13.3 Philips may suspend its obligation to fulfil any order or subsequent service if the delivery is restricted under Export Laws or an export/import license is not granted by relevant authorities.

14. License Software Terms.

14.1 Subject to any usage limitations set forth on the quotation, Philips grants to Customer a non-exclusive, non-transferable license, without the right to grant sub-licenses, to incorporate and use the Licensed Software (as specified on the quotation, whether embedded or stand-alone) in Licensed Products and the permitted use (as referenced in the quotation) in accordance with these Conditions of Sale.

14.2 The Licensed Software is licensed and not sold. All intellectual property rights in the Licensed Software shall remain with Philips.

14.3 Customer may make one copy of the Licensed Software in machine-readable form solely for backup purposes. Philips reserves the right to charge for backup copies created by Philips. Customer may not reproduce, sell, assign, transfer or sublicense the Licensed Software. Customer shall preserve the confidential nature of the Licensed Software and shall not disclose or transfer any portion of the Licensed Software to any third party.

14.4 Customer shall maintain Philips’ copyright notice or other proprietary legends on any copies of the Licensed Software. Customer shall not (and shall not allow any third party to) decompile, disassemble, or reverse engineer the Licensed Software.

14.5 The Licensed Software may only be used in relation to Licensed Products or systems certified by Philips. If Customer modifies the Licensed Software in any manner, all warranties associated with the Licensed Software and the Products shall become null and void. Customer installation of Philips’ issued patches or updates shall not be deemed to be a modification.

14.6 Philips and its affiliates shall be free to use any feedback or suggestions for modification or enhancement of the Licensed Software provided by Customer, for the purpose of modifying or enhancing the Licensed Software as well as for licensing such enhancements to third parties.

14.7 With respect to any third-party licensed software, the Customer agrees to comply with the terms applicable to such licensed software. Customer shall indemnify Philips for any damage arising from its failure to comply with such terms. If the third-party licensor terminates the third party license, Philips shall be entitled to terminate the third party license with the Customer and make reasonable effort to procure a solution.

15. Confidentiality.

15.1 If any of the parties have access to confidential information of the other party, it shall keep this information confidential. Such information shall only be used if and to the extent that it is necessary to carry out the concerned transactions. This obligation does not extend to public domain information and/or information that is disclosed by operation of law or court order.

16. Compliance with Laws and Privacy.

16.1 Each party shall comply with all laws, rules, and regulations applicable to the party in connection with the performance of its obligations in connection with the transactions contemplated by the quotation, including, but not limited to, those relating to employment practices federal and state anti-discrimination laws (including Title VII of the Civil Rights Act of 1964 as amended, the Rehabilitation Act of 1973 as amended and the Veterans Readjustment ACT of 1972 as amended), E-Verify, FDA, Medicare fraud and abuse, and the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Health care providers are reminded that if the purchase includes a discount or loan, they must fully and accurately report such discount or loan on cost reports or other applicable claims for payment submitted under any federal or state health care program, including but not limited to Medicare and Medicaid, as required by federal law (see 42 CFR 1001.952[h]).

16.2 Processing of personal data: In relation to the provision of services, Philips may process information, in any form, that can relate to identified or identifiable individuals, which may qualify as personal data. Philips and/or its affiliates will: a) process any protected health information (PHI) as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) on behalf and by instruction of the Customer, the terms, rights and responsibilities of the Parties for such processing of PHI are set forth in a Business Associate Agreement between the parties and b) process information such as log files or device parameters (which may contain personal data), to provide the services and to enable its compliance with and performance of its task as manufacturer of (medical) devices under the applicable regulations and standards (including but not limited to the performance of vigilance, post market surveillance and clinical evaluation related activities).

16.3 Customer agrees that Philips and/or its affiliates may use any data, other than personal data, generated by a Product and/or otherwise provided by Customer to Philips for Philips’ own legitimate business purposes including, but not limited to, for data analytics activities to determine trends of usage and advise on the use of products and services, for research, product and service development and improvement (including the development of new offerings), substantiation of marketing claims and for benchmarking purposes.

17. Force Majeure.

17.1 Each party shall not be liable in respect of the non-performance of any of its obligations to the extent such performance is prevented by any circumstances beyond its reasonable control, including, but not limited to, acts of God, war, civil war, insurrection, fire, flood, labor disputes, epidemics, pandemic, cyber-attack, act of terrorism, governmental regulations and/or similar acts, embargoes, export control sanctions or restrictions, Philips’ unavailability regarding any required permits, licenses and/or authorizations, default or force majeure of suppliers or subcontractors.

17.2 If force majeure prevents Philips from fulfilling any order from the Customer or otherwise performing any obligation arising out of the sale, Philips shall not be liable to the Customer for any compensation, reimbursement, or damages.

18. Miscellaneous

18.1 Any newly manufactured Product provided may contain selected remanufactured parts equivalent to new in terms of performance.

18.2 If the Customer becomes insolvent, unable to pay its debts as they fall due, files for bankruptcy or is subject to it, has appointed a recipient, is subject to a late fee on payments (temporary or permanent), or has its assets assigned or frozen, Philips may cancel any unfulfilled obligations or suspend its performance; provided that, however, the Customer’s financial obligations to Philips shall remain in full force and effect.

18.3 If any provision of these Conditions of Sale is found to be unlawful, unenforceable, or invalid, in whole or in part, the validity and enforceability of the remaining provisions shall remain in full force and effect. In lieu of any provision deemed to be unlawful, unenforceable, or invalid, in whole or in part, a provision reflecting the original intent of these Conditions of Sale, to the extent permitted by the applicable law, shall be deemed to be a substitute for that provision.

18.4 Notices or other communications shall be given in writing and shall be deemed effective if they are delivered in person or if they are sent by courier or mail to the relevant party.

18.5 The failure by the Customer or Philips at any time to require compliance with any obligation shall not affect the right to require its enforcement at any time thereafter.

18.6 Philips may assign or novate its rights and obligations in whole or in part, to any of its affiliates or may assign any of its accounts receivable to any party without Customer’s consent. Customer agrees to execute any documents that may be necessary to complete Philips’ assignment or novation. The Customer shall not, without the prior written consent of Philips, transfer or assign any of its rights or obligations

18.7 The Customer’s obligations do not depend on any other obligations it may have under any other agreement or arrangement with Philips. The Customer shall not exercise any offset right in the quotation or sale in relation to any other agreement or arrangement with Philips.

18.8 These Conditions of Sale shall be governed by the laws of the country or state wherein the Philips legal entity identified in the quotation is situated, and the parties submit to the exclusive jurisdiction of the courts of that country or state, provided that Philips will be entitled to start legal proceedings against the Customer in any other court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA), in any form, is expressly excluded.

18.9 Customer will report immediately to Philips any event of which Customer becomes aware that suggests that any Products provided by Philips, for any reason:

18.9.1 may have caused or contributed to a death or serious injury, or

18.9.2 have malfunctioned where such malfunctions would likely cause or contribute to a death or serious injury if the malfunction were to occur again. Additionally, Customer will also report to Philips complaints it receives from its personnel and patients or any other person regarding the identity, quality, performance, reliability, safety, effectiveness, labels, or instructions for use of the Products provided by Philips. Philips shall be solely responsible for submitting any filings or reports to any governmental authorities with respect to the Products provided by Philips hereunder, unless otherwise required by law.

18.10 To the extent applicable to your country or state, Philips and Customer shall comply with the Omnibus Reconciliation Act of 1980 (P.L. 96-499) and it’s implementing regulations (42 CFR, Part 420). Philips agrees that until the expiration of four (4) years after furnishing Products pursuant to these Conditions of Sale, Philips shall make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or any of their duly authorized representatives, these Conditions of Sale and the books, documents and records of Philips that are necessary to verify the nature and extent of the costs charged to Customer hereunder. Philips further agrees that if Philips carries out any of the duties of these Conditions of Sale through a subcontract with a value or cost of ten-thousand U.S. dollars ($10,000.00) or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such Products pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives the subcontract, and books and documents and records of such organization that are necessary to verify the nature and extent of such costs. This paragraph relating to the retention and production of documents is included because of possible application of Section 1861(v) (1) (1) of the Social Security Act (42 U.S.C. 1395x (v) (1) (I) (1989)), as amended from to time to these Conditions of Sale. If Section 1861(v) (1) (1) should be found to be inapplicable, then this paragraph shall be deemed inoperative and without force and effect.

18.11 As of the date of the sale of this Product, Philips represents and warrants that Philips, its employees and subcontractors, are not debarred, excluded, suspended or otherwise ineligible to participate in a federal or state health care program, nor have they been convicted of any health care related crime for Products provided under these Conditions of Sale (an "Excluded Provider"). Philips shall promptly notify Customer if it becomes aware that Philips or any of its employees or subcontractors providing Products hereunder have become an Excluded Provider under a federal or state healthcare program, whereupon Customer shall provide Philips with a reasonable opportunity to discuss and attempt to resolve in good faith with Customer any Customer related concerns in relation thereto, and/or will give Philips a reasonable opportunity to dispute its, or its employee’s or subcontractor’s, designation as an Excluded Provider. In the event that the parties are unable to resolve any such Customer concerns of the applicable party’s designation as an Excluded Provider, then Customer may terminate this order by express written notice for Products not yet shipped or rendered prior to a date of exclusion.

18.12 To the extent applicable to your country or state, it is Customer’s responsibility to notify Philips if any portion of the order is funded under the American Reinvestment and Recovery Act (ARRA). To ensure compliance with the ARRA regulation, Customer shall include a clause stating that the order is funded under ARRA on its purchase order or other document issued by Customer.

18.13 To the extent applicable, Customer acknowledges it shall comply with all Medicare. Medicaid or state cost reporting requirements, including discounts afforded to Customer under these Conditions of Sale, for any Products purchased hereunder.

19. Product specific terms

Product specific schedules are incorporated herein as they apply to the Products listed in the quotation and their additional terms shall apply solely to the Products specified therein. If any terms set forth in the Product specific schedules conflict with terms set forth in these Conditions of Sale, the terms set forth in the Product specific schedule shall take precedent.

Schedule 1
Imaging Systems Portfolio (IS) Rev 22

Product Category	Products
ImageGuided Therapy (IGT)	Interventional X-Ray(iXR)
	Mobile C-Arms(Surg)
	Philips Image Guided Therapy Corporation (IGTD) fka Volcano (Capital only)
Imaging Clinical Applications (ICAP)	IntelliSpace Portal(ISP)
Diagnostic Imaging	Digital X-Ray (DXR)
	Computed Tomography (CT)
	Magnetic Resonance (MR)
	OEM Imaging Components (Coils)
	Positron Emission Tomography (PET/CT)
	Advanced Molecular Imaging (SPECT &SPECT/CT)
	Radiation Oncology (PROS)

1. Payment Terms.

Unless otherwise specified in the quotation, Philips will invoice Customer and Customer will pay such invoice based on the date of the invoice for each of the products and integration services as follows:

1.1 For Imaging Systems Portfolio:

1.1.1 0% of the purchase price shall be due with Customer’s submission of its purchase order.

1.1.2 80% of the purchase price shall be due on delivery of the major components of the Product to Customer designated location or Philips warehouse. Product installation will not begin until Customer has paid this portion of the purchase price.

1.1.3 Subject to Section 6.2 of the Conditions of Sale, 20% of the purchase price shall be due net thirty (30) days from the invoice date based on Product(s) availability for first patient use. Available for first patient use means the product has been installed and substantially meets Philips’ systems verification functionality set forth in the installation manual.

2. For IGT Fixed Systems

2.1 Project management support is provided at no additional costs.

2.2 Delivery and installation are included in the purchase of the system.

2.3 For Catalyst systems, full warranty is included and starts when installation is completed, and system is accepted by the Customer.

3. Additional Customer Installation Obligations for Magnetic Resonance (MR).

3.1.1 Customer shall provide any and all site preparation and shall be in compliance with all radio frequency (RF) or magnetic shielding and acoustical suppression and building codes relevant to the Product and its installation and use.

3.1.2 If applicable, Customer's contractor or Customer's architect is required to provide detailed information on the proposed Helium Exhaust Pipe for their MRI system prior to installation to ensure safety specifications are being met.

Required Details include:

3.1.3 Architectural drawing or sketch with complete dimensions including lengths, bending radii, bending angles, and pipe diameters for entire Helium Exhaust Pipe run from RF enclosure to discharge location.

3.1.4 Completed Helium Exhaust Pipe Verification Checklist (Provided by Local Philips Project Manager)

3.1.5 Picture showing the area where the Helium Exhaust Pipe will discharge.

3.2 If applicable, Magnets will not be released for delivery unless and until Helium Exhaust Pipe details are provided for verification and have been confirmed to meet all life safety specifications.

3.3 Costs of equipment preservation, to ensure a high-quality system, will be passed to the Customer if the installation site is not ready due to delays not caused by Philips. Additionally, climate control costs during and after equipment installation are also the responsibility of the Customer. Preservation of equipment is required to prevent exposing equipment to the negative effects of a non-climate-controlled construction environment, where there is dust or high humidity. Climate control could include costs associated with ensuring a climate- controlled environment. Activities and expenses required for preservation may include time, materials, and transportation to package and seal, and transport the equipment to a controlled environment to prevent dust from entering the equipment. For MR, as may be applicable, this includes the consumption of Helium for life support.

4. Further use of System Data.

4.1 Mandatory Data. Customer acknowledges and agrees that by executing this Agreement and using the Licensed Software, it has agreed that product inventory and crash signature data generated by the Licensed Software shall be delivered into the custody of Philips, or of systems maintained on Philips’ behalf, without notice to Customer. Such data is referred to herein as “Mandatory Data” and such data is described in the Licensed Software’s documentation for each Licensed Software release; the data comprising Mandatory Data is subject to change with each release of upgrades, updates, patches and modifications to the Licensed Software.

4.2 Customer agrees that any Mandatory Data will be the property of Philips. Part of the Mandatory Data might constitute (non-sensitive) Personal Data, which is anonymized data or aggregate log files, device parameters and other signals collected from the equipment used by Customer and associated with Customer. Customer agrees that Philips may use and disclose Mandatory Data for Philips’ own business purposes (including, but not limited to, for data analytics activities to determine trends of usage of Philips’ or its affiliates’ devices and services, to facilitate and advise on continued and sustained use of Philips’ or its affiliates’ products and services, for product and service development and improvement (including the development of new offerings), substantiation of marketing claims and for benchmarking purposes). In connection with any disclosure of Mandatory Data, Philips will not associate such data with the Personal Data of Customer’s patients, consumers, or employees.

Schedule 1-B
MR Subscription Rev 22

Product Category	Products
Magnetic Resonance	MRI Software License Packages

The following Schedule 1-B shall apply to Magnetic Resonance Software License Packages offered under the MR Subscription.

1. Definitions.

1.1. Covered System. The Philips MRI scanner on which the subscription licenses will reside. For existing/installed MRI units, the site number is set forth in the service agreement.

1.2. Covered Service Description. Included on the Quotation under NNAN399, describes the Subscription and the applicable fees.

1.3. Subscription. Philips grants to Subscriber a time-limited, nonexclusive, nontransferable right to use Subscription Service solely for Subscriber’s own internal business purposes, subject to these terms.

1.4. Software Version. Introduces major release with significant new features and functionality.

1.5. Software Update. Provides minor enhancements or improvements to performance, maintainability and serviceability.

1.6. Software Fix. Corrects Product Defect.

2. Subscription Term.

2.1 The Term of this Subscription is defined in the Quotation under NNAN399 (“Term”), and shall continue unless earlier terminated in accordance with this Agreement.

2.1.1 For new MRI system installations, the Subscription will commence upon completion of installation and availability for first patient use.

2.1.2 For existing/installed MRI systems, the Subscription will commence on the first day of the next calendar month.

2.2 The Subscription is non-cancelable by Customer and will remain in effect for the Term specified in this Agreement unless terminated in accordance with Section 6.

3. Scope of Subscription Service.

3.1. Software Applications. Philips will provide the customer access to all Philips MR software applications, made generally commercially available by Philips, for the MR model/ Covered System listed under the service agreement, that have been released as of the date of execution of the contract that does not require additional hardware.

3.1.1. Some software updates and upgrades may require hardware updates or upgrades. Unless included hereunder, Customer is responsible for any such hardware updates or upgrades.

3.2. Annual Updates. On an annual basis during the Subscription Term, Philips will update the Covered System with any new and additional applications, made commercially available by Philips for the Covered System model, as well as any new release of software.

3.3 MR Clinical Applications Training. If Customer subscribes to On Demand Clinical Support (ODCS), then, within a reasonable time after Philips installs updates to the application software, Philips will provide Customer with four days (28 hours) of virtual clinical application training. If Customer continues to subscribe to ODCS, then Customer will be entitled to four days (28 hours) of virtual clinical application training during each subsequent contract year.

3.3. MR Marketing Support. Philips will provide, annually, additional marketing support (for the new applications) in the form of written support that the customer can use to drive additional referrals. This can come in the form of either a MS Word or MS PowerPoint document.

4. Fees and Payment.

4.1. Refunds and Cancellation. Fees are: (i) nonrefundable; (ii) not decreased during the Subscription Term based on actual User or data storage usage; and (iii) not cancelable for the Subscription Term.

4.2. Subscription Fee.

4.2.1 An annual Subscription Fee is due from the Start Date, payable in advance, according to Customer’s choice and the Service Description. Choose one:

• - Quarterly Basis
• - Monthly Basis
• - Yearly Basis
• - One-Time Advance Payment

4.2.2 Fees for Subscription Term renewals or Subscriptions added during a Subscription Term will be: (i) at Philips’s current standard price, due beginning on the Start Date for the Subscription Term; and (ii) charged for the full calendar month in which Subscriptions are added, and coterminous for the remainder of the Subscription Term.

5. Subscription Service Requirements.

5.1. Customer must purchase Tech Maximizer (Plus) prior to commencement of the MR Subscription as a condition to purchase MR Subscription solution offering.

5.2. Customer must purchase a RightFit Service Agreement prior to commencement of the MR Subscription as a condition to purchase MR Subscription solution offering.

5.3. In order to receive virtual clinical education, Customer must purchase On Demand Clinical Support.

6. Termination.

6.2. Upon termination (i) Subscriber's right to use Subscription Service ends, (ii) Subscriber will cease using Subscription Service and, at Philips’s direction, return or destroy Philips Confidential Information and Documentation, and (iv) Subscriber will immediately pay Philips all Fees due including Fees for the balance of the Subscription Term if Subscription Service is terminated prior to the end of the current Subscription Term.

6.3. If Subscriber added this Subscription to a previously installed and operational MRI system, then at the time of termination, all licenses will revert to the version that was in place prior to commencement of the subscription.

6.4. This Agreement will terminate automatically upon termination or expiration of all Subscription Terms.

7. Installation.

7.1 Philips will install the product during normal working hours, 8:00 AM – 5:00 PM, in the time zone where the Customer is located.

8. Post Go-Live Support.

Subscription Service includes telephone and remote support according to the terms of this Schedule.

8.1. Philips ’s standard support generally includes: (1) commercially reasonable efforts to resolve problems which cause Application functionality not to perform substantially as described in the Documentation; (2) remote assistance and troubleshooting advice for trained Subscriber personnel to determine cause and address technical problems with Subscription Service; (3) information and status updates for known Application functionality technical issues; and (4) periodic “as available” updates or upgrades to Subscription Service. Support may address but not resolve minor or partial loss of functionality, intermittent problems or minor degradation of operations.

8.2. Philips will use commercially reasonable efforts to respond to support requests as soon as possible and may not respond in the same day a request is received. Subscription Service and support may be unavailable due to scheduled downtime, maintenance, or circumstances beyond Philips’ reasonable control. Philips may schedule downtime at any time without notice if Philips reasonably determines that not acting immediately could be harmful to Philips or Subscriber.

8.3. Philips is not responsible or liable for support or Subscription Service interruption or problems due to: (1) Subscriber systems, information, content, software, scripts, data, files, application programming, web servers or service, materials, equipment, acts or omissions of Subscriber or its agents; (2) virus or hacker attacks; (3) circumstances beyond Philips ’s reasonable control; (4) intentional shutdown for emergency intervention or security incidents; (5) Subscriber configuration changes; (6) Subscriber’s failure to comply with Philips ’s security and upgrade policies; (7) Internet or other connectivity between Subscriber’s network and Subscription Service or Philips ’s network, or any other network unavailability outside of the Philips network; or (8) training questions or Subscriber’s use of Subscription Service; (9) acts or omissions of a party other than Philips.

9. Software Versions and Updates.

9.1. If a new software version or update is made generally available by Philips for the Covered System, and the requirements of the Agreement are satisfied, then Philips will upgrade the Covered System application software during the term of the Agreement as follows:

9.1.1. Philips will provide new software versions and updates of software for existing applications made generally commercially available within a reasonable period after their release.

9.1.2. Functionality. Customer is entitled to additional functionality previously purchased or bundled with the software, if available, in the version or update released on or after the start date of the Agreement. Customer acknowledges that certain functionality in current and previous software versions may not be available in future new software versions.

9.2. To receive a new software version:

9.2.1. Customer must be in compliance with all terms and conditions of this schedule and the Agreement, including access to the Covered System by Philips personnel and payment ;

9.2.2. Customer must identify one Customer representative, in writing to Philips, that will manage and be responsible for Customer’s selection and scheduling of new software version installations under this Schedule; and

9.2.3. The Covered System that will receive the version or update must meet the specifications of the new software version. Customer shall purchase or provide the Covered System hardware or software necessary to meet such specifications.

9.3. Unless specifically included elsewhere in this Agreement, software versions and updates do not include implementation services, virus protection software, security patches, custom interface software, operating system software, or software updates of third party software (e.g. Citrix) or hardware required to use the update or upgrade, unless otherwise covered under a Tech Maximizer service offering purchased for the Covered System. Philips shall have no responsibility to provide software versions or updates for minor software defects that do not impact the intended use of the software or impact patient care.

9.4. Customer may not resell, transfer, or assign the right to such versions, updates, or fixes to any third party. All versions and updates provided to the Covered System under this Schedule are subject to the terms and conditions of this Schedule, the Agreement, and any license terms and conditions included in the purchase of the product from Philips or later provided to Customer.

10. Telephone And Remote Support.

10.1. Telephone Support. Telephone and Remote Support coverage is included with MR Subscription. Technical and Clinical Telephone and Remote Support coverage services are available twenty-four hours per day, seven days per week including Philips recognized holidays.

10.2. Remote Access & Diagnostics. Philips may remotely access the Covered System to perform Services. Customer shall provide Philips remote access to the Covered System. Philips shall not be responsible for delays arising from customer’s network or IT infrastructure that does not allow for remote dial into the Covered System

10.3. On-Site Software Resolution Response. Philips primary method for software services is telephone and Philips Remote Services (“PRS”). Philips, at its sole discretion, may provide on-site software support services to resolve software issues that cannot be resolved through Philips’ primary resolution method. On-site service is next business day, Monday through Friday 8:00 a.m. to 5:00 p.m. local time, excluding Philips recognized holidays, and includes labor and travel necessary for the delivery of corrective services.

10.4. InCenter Access. Philips will provide Customer access to Philips web based support tool for the system(s) covered under this Agreement.

11. Customer Success Management Services.

11.1. During the term of the Agreement Philips will assign a resource familiar with the Customer account, key stakeholders, and contract coverage to provide the following:

11.1.1. Philips will schedule and deliver a remote coverage and status review meeting annually, at a mutually agreeable date and time. The status meeting will focus on available entitlements and planning. The status review may outline all Covered System service issues resolved during the previous period, and review any open or unresolved issues.

11.1.2. Prior to delivering any new software version, Philips will coordinate with the Customer assigned resource to identify and mitigate dependencies relative to the software upgrade and other service agreement entitlements.

11.1.3. The parties will develop a dependency mitigation plan to address resource needs, hardware needs, operating system requirements, interoperability and other dependencies for the deployment of new software upgrade.

12. Clinical Implementation Services.

12.1. If included in the quotation Philips will provide on-site implementation services for new versions or updates that Customer is entitled to receive under this Agreement, at a time mutually agreed to by Philips and the Customer. Scope, duration and delivery methodology of the clinical support of installation and clinical education will vary by new version, update or fix and will be defined by Philips at Philips sole discretion.

12.2. Go-Live Support. Philips will provide clinical go-live support during the implementation for new version upgrades and updates. Go-live support will be scheduled between 7:00 a.m. – 7:00 p.m. Monday through Friday, relative to the new software version and will be virtual or on-site at Philips’ discretion. Customer may request additional go-live support, or go-live support outside of standard hours, at an additional cost.

12.3. Clinical Education. Clinical services will be scheduled between 7:00 a.m. – 7:00 p.m. Monday through Friday, relative to the new software version. Customer may request additional clinical education or clinical education outside of standard hours, at an additional cost.

12.3.1. Clinical Education class size is limited to ten (10) participants;

12.3.2. If applicable, Customer will provide a suitable location for on-site classroom education; and

12.3.3. Customer will provide full and free access and use of the Covered System for training.

12.4. Scheduling. Customer must schedule all Clinical Implementation Services, except Online Education, at least eight (8) weeks prior to the desired date for Philips to deliver the applicable service. If Customer representative does not schedule the Clinical Implementations Services with Philips in accordance with this Schedule, then Philips shall not be obligated to perform such Clinical Services.

12.5. Travel Expenses. Unless otherwise stated in the quotation, Philips’ travel expenses for all Clinical Implementation Services delivered at the Customer site are included in the price described in the Agreement.

12.6. Philips will provide the clinical education and product applications training (“Training”) that customer has selected from the Philips’ course catalog(s) (“Course Catalog(s)”).

12.7. Clinical Education training and credits will expire upon termination or expiration of the Agreement.

12.8. Training does not include (a) maintenance or diagnostic related technical training or (b) clinical applications training on hardware or software not installed or provided by Philips.

12.9. Trainee(s) must meet the minimum admission requirements set forth in the course syllabus, must satisfy all prerequisites prior to admission, and may be required to sign or acknowledge Philips safety checklist prior to receiving Training.

12.10. Training may be conducted at Philips’ training facilities, the Customer location(s) described in this Agreement (“Customer Site(s)”), through on-line or remote training, or at a third-party location determined by Philips.

12.11. Direct Course Purchase. Customer may purchase individual courses at then current prices.

12.12. PHILIPS MAKES NO WARRANTY THAT ANY TRAINEE WILL PASS ALL OR ANY PORTION OF THE TRAINING COURSES PROVIDED OR THAT THE TRAINING WILL RESULT IN ANY TRAINEE BEING QUALIFIED OR ABLE TO OPERATE THE SYSTEM.

13. Customer Responsibilities.

13.1. System Administrator. The Customer shall designate an individual(s) to serve as Customer system administrator (“System Administrator’) and an alternate, who will serve as Philips’ primary support contacts. These individuals should be familiar with all aspects of training provided by Philips, including end-user and system administrator training. In addition, the System Administrator shall maintain the integrity of the Covered System operation and ensure that proper backup procedures are in place as outlined in the System Installation and Reference Guides.

13.2. Remote Access. Customer must provide necessary uninterrupted remote access, required information, and support for the Covered System to connect to Philips Remote Service (“PRS”). PRS is the basis for Services delivered under this Schedule. Customer waives all rights to services and service deliverables under this agreement unless PRS connectivity is enabled and maintained.

13.3. Security. The Customer is solely responsible for providing adequate security to prevent unauthorized Covered System access to Philips (or its third party vendors) proprietary and confidential information.

13.4. Hardware Revision Levels. The Customer must maintain all associated Covered System hardware, firmware, and middleware at the required revision levels for the software version. To receive software versions and updates, the Customer must maintain all associated hardware to the then-current specification for the software versions and updates.

13.5. Data Reconstruction. The Customer shall follow the recommended daily back-up processes as outlined in the Covered System Installation or Reference Guide. Additionally, the Customer is responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered patient records, files, programs, or data. Philips is not responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered files, data, or programs.

13.6. Intermediate Resolutions. Customer shall implement any intermediate resolutions or workarounds as requested by Philips while Philips seeks a long-term resolution.

13.7. Customer shall be solely responsible to perform daily data back-ups for the Covered System and for cybersecurity protection, including malware and anti-virus for the Covered System. This is not included in Philips MR subscription service. Customer shall install and configure anti-virus software pursuant to the Installation manual for the Covered System or risk defects in the Covered Systems function such as performance degradation and slow down. If the defects arise from failure to follow such installation manual, such defects are not covered by this agreement and Philips may require Customer to reconfigure the anti-virus to the recommended settings.

14. Service Limitations.

14.1. Software Restoration. If the software fails and the supported application software requires restoration, then Philips will reinstall the application software, database software, and operating system to the revision level that existed prior to the malfunction or failure and Philips will attempt to reinstall the Customer-created data backup. If the Customer-created data backup cannot be used to re-install any data to the Covered System, the Customer will hold sole responsibility for the loss of data. Custom or third-party software, custom database configurations or reports, and Customer-written product interfaces are not included. If a Covered System failure is attributed to hardware not supported under the Agreement, the Customer shall restore the software, operating system, and database software before Philips begins any software restoration efforts.

14.2. Non-Philips Software Assistance. Requests for assistance with hardware, operating systems, communications network, third party software, printer configuration, etc., are outside the scope of this Agreement.

15. Exclusions.

15.1. In addition to the any exclusions set forth in the Schedule, the following Exclusions apply to MR Subscription.

15.2. Any combining of the Covered System with a non-qualified device. A non-qualified device is:

15.2.1. Any product (hardware, firmware, software, or cabling) not supplied by Philips, whether used internal or external to Covered System without Philips’ approval. Examples include, software patches, security fixes, and service packs from the operating system, web browser, or database software manufacturer(s);

15.2.2. Any product supplied by Philips that has been modified by the Customer or any third party; and

15.2.3. Any product maintained under this Agreement in which the Customer does not allow Philips to incorporate engineering improvements;

15.2.4. Any product that has reached its “End of Life”. “End of Life” means software and or hardware equipment that has surpassed the published end of support life date by the original equipment manufacturer.

15.3. Operating system software issues that manifest themselves in non-performance of another installed application and affect use or performance of the Covered System.

15.4. If the Covered System covered by this Schedule is software only, then notwithstanding anything to the contrary in the Agreement or this Schedule, network, hardware and parts are not included in the Services.

15.5. Viruses arising from a Customer network, customer client devices such as phones, tablets, laptops and desktops, and/or third party medical devices used by Customer.

15.6. Damage caused by fires (including watering systems), floods, and/or use of the Covered System in an environment not meeting the requirements recommended by Philips causing corrosion to the Covered System or other defects to the MR subscription software.

Schedule 2
Ultrasound Systems Portfolio (UL) Rev 22

Product Category	Products
	Cardiovascular Ultrasound (CV UL)
Ultrasound Systems (UL)	General Imaging Ultrasound Systems (GI UL)
	Women’s Health Care (WHC UL)
	Point of Care (POC UL)

1. Payment Terms.

1.1 Unless otherwise specified in the quotation, Philips will invoice Customer and Customer will pay such invoice on receipt for each Product as follows:

1.1.1 100% of the purchase price shall be due thirty (30) days from Philips’ invoice date.

1.2 Support Services, if any, shall be invoiced and paid as set forth on the quotation.

1.3 Payment terms are subject to credit approval.

2. Additional Terms Related to sales of Ultrasound Products.

2.1 The ultrasound system’s memory (hard drive, solid state memory, etc.) should not be used as a data repository or central archive to store images and reports. This has led to Customer’s losing data in the past. In no event shall Philips be liable for loss of data on an ultrasound equipment. It is the responsibility of Customer to make daily back-up copies of data residing on this equipment. This can be performed by sending images and reports generated by the use of the ultrasound equipment to a Picture Archive and Communication System (PACS) or via another medium that is automated for back-up retrieval. Costs associated with data restoration from a backing-up images and reports to a non-automated source is Customer’s entire responsibility and at Customer’s sole risk. Data retrieval and restoration from these methods may be time consuming and a non-automated system process may result in further data loss by itself and is not recommended by Philips.

3. Prior Validation of Operating System (OS) Updates and/or Upgrades.

3.1 Patches introduced by operating system Original Equipment Manufacturers (OEM) or upgrades to anti-virus software can impact the performance and functionality of the applications that run on them and affect patient safety. Philips shall perform validation testing of certain Microsoft operating systems and McAfee anti-virus software during the warranty period. Philips shall have no obligation to validate any other third-party operating system or anti-virus software. Customer shall not install or use:

3.1.1 operating system patches, updates or upgrades.

3.1.2 anti-virus updates (except to the DAT files, i.e., virus definitions); or,

3.1.3 upgrades to anti-virus search engines, collectively (a) and (b) prior to validation testing and approval by Philips (“Unauthorized Updates”).

3.2 Philips shall have no liability, including, without limitation, for warranty claims, arising from use of the Licensed Software with Unauthorized Updates. In the event Philips discovers that Customer is using an Unauthorized Update with the Licensed Software, Philips shall have the right to require Customer to roll back to the most recently validated versions of operating systems and anti-virus, prior to performing any support.

4. Lumify.

4.1 If Customer’s purchase includes a Lumify Ultrasound Solution or Bundle, then the following terms apply in addition to the Philips Standard Terms and Conditions of Sale:

4.1.1 Compatible Smart Devices.

4.1.1.1 Use of the Lumify Ultrasound Solution or Bundle for Android requires the following components: A Philips Lumify transducer and cable, a compatible smart device, and the Lumify Software Application (SW App). The compatible smart device is an off-the-shelf consumer tablet or phone meeting Lumify compatibility specification. Philips may change the published compatible device list from time-to-time.

4.1.1.2 Use of the Lumify Ultrasound Solution or Bundle for iOS requires the following components: A Philips Lumify transducer, the Lumify Software Application (SW App), and the Lumify Power Module (LPM), Rigid. Connector (to be used with Philips provided custom Thule case), flexible cable,mounting plate (to be used without the Philips provided custom Thule case), and a charging cable.

4.1.1.3 Philips does not provide any maintenance or repair services for Customer’s smart devices. Philips does not provide anti-virus software for Customer’s smart device; Customer is responsible for purchasing anti-virus software or apps and for managing all virus issues in connection with Customer’s smart devices. The Lumify Ultrasound Solution does not include any security software for Customer’s smart devices. Customer is responsible for managing and maintaining firewalls or other appropriate security and privacy measures for data residing on Customer’s smart devices.

4.1.2 If Customer selected the Lumify: Outright Purchase, the following terms apply:

4.1.2.1 Customer will purchase at their own expense a smart device from the approved list published on the Lumify website, and Customer will install the Lumify SW App from the commercial play store on the smart device.

4.1.2.2 Customer acknowledge that the purchase of a Lumify Ultrasound Solution does not include the required smart device.

4.1.3 If Customer selected the Lumify System Bundle option, Customer’s shipment will include a compatible

Android device with the Lumify app pre-installed and the following terms apply:

4.1.3.1 Customer authorizes Philips to accept on their behalf the applicable end user license agreement, which can be found at:

4.1.3.2 for Samsung devices: http://www.samsung.com/us/common/software_eula.html, and for other devices: a link will be provided upon request.

4.1.3.3 Customer authorizes Philips to perform basic setup steps and install Lumify SW on the tablet.

4.1.3.4 Customer agrees to the limited replacement-only warranty coverage for the smart device as identified in the warranty agreement.

4.1.3.5 After the warranty period for the tablet, Philips shall not be responsible for the performance or functionality of the Lumify application following any customer installation of OEM operating system patches, updates or upgrades to the tablet.

4.2 License to Lumify SW App. The license granted to use the Lumify SW App is limited to use with the Lumify transducer on one or more computers or smart devices that are listed on the approved hardware list published on the Lumify website. The Lumify SW App is available via the Google Play Store and the Apple App Store. When downloaded, the Lumify SW App is in demonstration mode, but it will be fully enabled ifCustomer purchases and register the transducer with Philips.

4.3 Internet connectivity is not required to use the Lumify Ultrasound Solution but is required to download the Lumify SW App and to register each unique configuration including the smart device, OS updates to the smart device, Lumify App SW versions, and Lumify transducer).

4.4 As part of the Lumify Ultrasound Solution, Philips periodically collects system log information; Customer agrees to such collection when Customer purchases a Lumify Ultrasound Solution. See the Privacy Notice for more details.

5. Xtend Coverage.

5.1 Services Provided. If applicable, the Xtend Coverage (the “Coverage”) on the systems listed in the quotation (the “Covered Systems”) are offered by Philips North America LLC ("Philips") under the Xtend Coverage terms and conditions described below or otherwise confirmed by Philips in writing.

5.1.1 Repair Service. Commencing on the effective date and subject to the repair limitation below, Philips or Philips’ subcontractors will provide repair services for Covered Systems for material defects. Philips will provide all replacement parts, which may be refurbished, and labor necessary to repair Covered Systems. All components used are subject to Philips’ inspection and quality control procedures and shall be warranted to the same extent that a non-refurbished component is warranted. Parts removed for replacement become the property of Philips and Philips shall remove parts from Customer’s Site. Philips may increase its contract prices if a Covered System is upgraded or reconfigured.

5.1.2 Planned Maintenance Service. Philips will provide Customer a planned maintenance schedule for each Covered System. Philips will provide such planned maintenance during the Service Coverage hours (as defined in the Quotation) at a time that is mutually agreed upon. Customer will make Covered

5.1.3 Systems available in accordance with this schedule. Philips or its subcontractors will provide planned maintenance on each Covered System at scheduled intervals. If Philips cannot locate a Covered System, or a Covered System was not made available for planned maintenance when scheduled, Philips will notify the Customer that Customer has ninety (90) days to make available such Covered System for planned maintenance, otherwise customer waives right to service, and Philips may delete such Covered System from the list of Covered Systems in the Quotation.

5.1.4 Software Updates. Philips will install operating system software updates provided by the Original Equipment Manufacturer (OEM) for Covered Systems. Software updates mean revisions to OEM proprietary operating system software that enhance existing system functions and operation without hardware changes but will not install operating system software upgrades to new software platforms or software options offered separately for sale by the OEM.

5.2 Exclusions. Unless specifically included in the Quotation, the Coverage does not include:

5.2.1 servicing a Covered System if contaminated with blood or other potentially infectious substances;

5.2.2 any service necessary due to: a design, specification or instruction provided by Customer or Customer representative;

5.2.3 the failure of anyone to comply with Philips’ written instructions or recommendations;

5.2.4 any combining of a Covered System with other manufacturers product or software other than those recommended by Philips, except for products delivered by Philips and sold under the applicable Quotation;

5.2.5 any alteration or improper storage, handling, use or maintenance of a Covered System by anyone other than Philips’ subcontractor or Philips;

5.2.6 damage caused by an external source, regardless of nature, unless caused by Philips or Philips’ subcontractor;

5.2.7 any removal or relocation of a Covered System

5.2.8 neglect or misuse of a Covered System;

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

5.2.10 any rigging or structural alteration incident to the Services;

5.2.11 consumable items and supplies (such as biomedical laser tubes and patient used pads), cryogens, Positron Emission Tomography (PET) calibration sources, film, batteries, cassettes;

5.2.12 cosmetic repairs;

5.2.13 the cost of factory reconditioning, rebuilds, or overhauls if repairs cannot maintain a Covered System in satisfactory operating condition;

5.2.14 disposing hazardous, infectious, or biomedical waste or materials;

5.2.15 providing service to any Covered System under a current service agreement between Customer and another vendor until such agreements expire or are terminated by Customer. Philips is not liable for any cancellation penalty or cost associated with Customer’s termination of any such agreement.

5.2.16 unless otherwise specified in the Quotation, maintaining or repairing Philips and/or third-party products including but not limited to nuclear camera detector crystals, Computed Tomography (CT) Tubes and radiation therapy tubes, x-ray tubes, flat panel detectors, image intensifiers magnet replacement, magnet refrigeration system (coldhead, compressor, chillers), Magnetic Resonance (MR) radio frequency (RF) rooms, surface coils HVAC systems, power conditioners, uninterruptible power supplies, ultrasound transducers (probes) (accessory or attach), TEE probes, TV camera pick-up tubes, photo multiplier tubes, accelerator center beam lines, piped medical gases (up to the wall outlets), copier drums, electron guns, fiber optic bundles, foot/hand controls (switches, accessory, or attachment), klystrons and thyratrons, magnetrons, plumbicons, waveguides, and attachments; and,

5.2.17 unless otherwise specified in the Quotation: arthroscopy instruments, blood pressure cuffs (accessory or attachment), centrifuge motor brushes, electronic thermometer probes, electrosurgical instruments (pencils & pads), general or surgical instruments, laboratory glass, laser tubes, phaco hand pieces (cataract extraction units, accessory or attachment), non-electrical surgical equipment, rigid & semi- rigid scopes.

5.3 Customer Responsibilities. During the term of the Coverage, Customer will:

5.3.1 ensure that the Site is maintained in a clean and sanitary condition; and that each Covered System, product or part is decontaminated prior to service, shipping or trade-in as per the Instructions in the User manual;

5.3.2 dispose of hazardous or biological waste generated;

5.3.3 maintain operating environment within Philips’ specifications for the Site (including temperature and humidity control, incoming power quality, incoming water quality, and fire protection system);

5.3.4 use Covered Systems in accordance with the published manufacturer’s operating instructions;

5.3.5 if applicable, attend a start-up meeting at Customer’s facility, prior to the effective date of the Coverage, so Philips can explain the Coverage to the Customer’s management and selected staff;

5.3.6 provide a secure dedicated space within Customer’s main facility and at each additional facility or location as necessary for the resident Philips staff;

5.3.7 provide Philips with broadband internet or Wi-Fi access for business purposes;

5.3.8 for any non-Philips system, provide Philips with the Covered System’s service manuals;

5.3.9 maintain all software licenses applicable to each Covered System;

5.3.10 for Philips use in remote servicing of Covered Systems, provide Philips a secure location for hardware to connect Covered Systems to Philips Remote Service Network (“RSN”);

5.3.11 the RSN hardware remains Philips’ property and is only provided during the term of the Coverage;

5.3.12 provide Philips and its vendors full and free access to the RSN hardware to enable Philips to remotely access the

5.3.13 Covered System or non-Philips System;

5.3.14 provide Philips at each Site, at all times during the term of the Coverage, a dedicated broadband Internet access node, including public and private interface access, suitable to establish a successful connection to the Covered Systems at the Site through the RSN and Customer network; and,

5.3.15 if the Covered System cannot be connected to the RSN and Customer fails to provide Philips with reasonably requested access, then Customer waives its rights to Coverage on such Covered System and any uptime guarantee.

5.4 System Availability. If Customer schedules service and a Covered System is not available at the agreed upon time, then Philips may cancel the service or charge the Customer at the prevailing demand service rates for all time spent by Philips’ service personnel waiting for access to a Covered System.

5.5 Coverage. To the extent a repair issue cannot be remedied remotely, Philips will provide services on-site during the hours listed in the quotation, excluding Philips observed holidays, unless otherwise set forth in attachments or exhibits (‘Service Coverage’). Customer may request service outside of the Service Coverage or service that is not otherwise included in this Agreement and, subject to the availability of personnel and repair parts, Philips will provide such service at Philips’s then-current preferred rates and for material and labor. Customer will be charged a minimum of three hours on-site time plus applicable travel charges and expenses per service visit.

5.6 Documentation. Upon Customer’s written request, Philips will provide repair and planned maintenance records for each Covered System.

5.7 Term and Termination. The term of this Agreement shall be set forth in the Quotation and incorporated herein.

5.8 This Agreement is non-cancelable and will remain in effect for the term specified in the Quotation.

5.9 Warranty Disclaimer. Philips’ full contractual Coverage obligations to Customer are described in this Schedule. Philips provides no additional warranties under this Agreement. All service and parts to support the Coverage under this Schedule are provided AS IS. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES TO ANYTHING PROVIDED BY PHILIPS’ SUBCONTRACTOR OR PHILIPS.

5.10 Independent Contractor. Philips is Customer's independent contractor, not Customer’s employee, agent, joint venture, or partner. Philips’ employees and Philips subcontractors are under Philips’ exclusive direction and control. Philips has no liability or responsibility for and does not warrant customer’s or customer’s employees’ act or omissions related to any services that are performed by customer’s employees under this agreement.

5.11 Subcontracts. Philips may subcontract to service contractors of Philips’ choice any of Philips’ Coverage obligations to Customer or other activities performed by Philips under this Quotation. No such subcontract will release Philips from those obligations to Customer.

5.12 Rules and Regulations. To the extent made known in writing to Philips, Philips and its subcontractors will comply with Customer’s rules and regulations provided such rules and regulations do not conflict with established Philips policies.

5.13 Solicitation of Philips Employees. For the duration of the Coverage and for one year following the expiration or termination of the Coverage, Customer and its affiliates will not directly or indirectly solicit any employee of Philips or its affiliates engaged in providing the services.

5.14 Philips Maximizer (Technology Upgrades PTU). If Maximizer is purchased under this Agreement, then Philips will upgrade the Covered System’s software as follows:

5.14.1 Philips will provide the latest available system software upgrades, if any, when available and approved by Philips, to the Covered System operating system software, basic application software, and software options purchased with the Covered System.

5.14.2 Upgrades do not include functionality, applications, options or the like that were not purchased with the System, including but not limited to virus protection software. Customer may not resell, transfer, or assign the right to such Upgrades to any third party. In addition to these terms and conditions, all upgrades to a Covered System’s software provided under this Section are subject to the licensing terms and conditions included in the purchase of the Covered System from Philips.

6. Philips Maximizer Package

6.1 Philips Maximizer. If Maximizer is purchased under this Agreement, then Philips will upgrade the Covered System’s software as follows or as otherwise specified by Philips in writing:

6.1.1 Philips will provide the latest available system software upgrades, if any, when available and approved by Philips, not to exceed one (1) per calendar year, scheduled and delivered within twelve (12) months of the annual eligible upgrade release date, to the Covered System operating system software, basic application software, and software options purchased with the Covered System.

6.1.2 Upgrades do not include functionality, applications, options or the like that were not purchased with the System, including but not limited to virus protection software. Customer may not resell, transfer, or assign the right to such Upgrades to any third party. In addition to these terms and conditions, all Upgrades to a Covered System’s software provided under this Section 6 are subject to the licensing terms and conditions included in the purchase of the Covered System from Philips.

6.2 Clinical Education Training.

6.2.1 Training Coverage. Philips will provide the clinical education and product applications training (“Training”) that customer has selected from the Philips’ course catalog(s) (Course Catalog(s)).

6.2.2 Exclusions. Training does not include (a) maintenance or diagnostic related technical training or (b) clinical applications training on hardware or software not installed or provided by Philips.

6.2.3 Scheduling. Training must be scheduled at least eight (8) weeks in advance except for on-line training. Changes to scheduled Training must be received in writing by Philips at least two (2) weeks prior to scheduled delivery.

6.2.4 Attendance. Philips will train the number of Customer employees (Trainee(s)) for the course specified in the quotation, when space is available. Trainee(s) must meet the minimum admission requirements set forth in the course syllabus, must satisfy all prerequisites prior to admission, and may be required to sign or acknowledge Philips safety checklist prior to receiving Training.

6.2.5 Course Location. Training may be conducted at Philips’ training facilities, the Customer location(s) described in this Agreement (Customer Site(s)), through on-line or remote training, or at a third-party location determined by Philips.

6.2.6 Payment Options.

6.2.6.1 Flexible Spending Accounts. If Customer purchased Flexible Spending Account option, the initial account balance is specified in the quotation. The account balance is reduced by the list price for the specified course per attendee. When the balance is depleted, Customer may add funds to their account. If the account balance is negative, then Customer shall promptly pay Philips the balance due. Account balances will not carry over from year to year. Any remaining account balance at the end of the year will not be refunded.

6.2.6.2 Direct Course Purchase. Customer may purchase individual courses at then current prices.

6.2.7 Travel. Philips’ travel expenses for all Training delivered at the Customer Site are included in the price described in the applicable Course Catalog(s). Unless otherwise indicated in the Course Catalog(s), all travel and living expenses incurred by the Trainee(s) are the Customer’s responsibility.

6.2.8 Warranty Disclaimer. PHILIPS MAKES NO WARRANTY THAT ANY TRAINEE WILL PASS ALL OR ANY PORTION OF THE TRAINING COURSES PROVIDED OR THAT THE TRAINING WILL RESULT IN ANY TRAINEE BEING QUALIFIED OR ABLE TO OPERATE THE SYSTEM.

Schedule 3 Cardiac Informatics Portfolio (CAI) Rev 22

Product Category	Products
	Hemodynamics (Xper IM, Philips Hemo)
Cardiology Informatics (CAI)	IntelliSpace Cardiovascular, Cardiovascular Workspace (ISCV)
	IntelliBridge Enterprise Licensed Software (IBE)

1. Definitions.

1.1 Any capitalized term used in this Schedule shall have the meaning ascribed to it in the main body of the Terms and Conditions of Sale.

2. Payment Terms.

2.1 Unless otherwise specified in the quotation, Philips will invoice Customer and Customer will pay such invoice on receipt based on the invoice date for each Product as follows:

2.1.1 0% of the purchase price shall be due with Customer’s acceptance of the quotation.

2.1.2 80% of the purchase price shall be due on delivery of the major components of the Product to Customer designated location or Philips warehouse. Product installation will not begin until Customer has paid this portion of the purchase price.

2.1.3 20% of the purchase price shall be due net thirty (30) days from the date the Product is available for first patient use. Available for first patient use means the Product has been installed and substantially meets Philips’ systems verification functionality set forth in the installation manual.

3. Installation.

3.1 In addition to the obligations set forth in Section 7 Site Preparation and Installation, Customer installation must begin within eight (8) weeks of receipt of delivered Product and completed within six (6) months or as set forth in the statement of work (SOW), whichever is longer.

4. Customer Room Preparation Responsibilities.

4.1 In addition to the requirements set out in section 7 of the Philips Terms and Conditions of Sale Customer is responsible for the following site preparation and installation activities:

4.1.1 Customer is responsible for all activities and costs necessary to prepare the facility for installation of the Product by Philips. Customer’s obligations include, but are not limited to, running all cable in procedure room and network cable to workstations prior to installation.

4.1.2 Prior to acceptance of the quotation, Customer shall obtain from the applicable Philips implementation team any other additional Customer installation preparation requirements in connection with the implementation resulting from unique attributes of Customer’s environment and the size of the implementation.

5. Archive Requirement.

5.1 Customer is required to have an archive for any IntelliSpace Cardiovascular (ISCV), or IntelliBridge Enterprise Licensed Software (IBE) system provided hereunder. If Customer provides its own storage, Customer is responsible for procuring any specialty software or hardware (fiber channel or host bus adapter (“HBA”)) necessary to manage storage and allow the system to access the storage. Customer is responsible for providing fiber channel switches, port upgrades, and other telecommunications and/or network hardware required for the Philips products to physically connect to the storage, regardless of whether Philips provides the storage.

6. Certified Hardware.

6.1 6.1 Philips shall install the Licensed Software solely on certified hardware pursuant to Philips’ specifications where such certified hardware is identified and located on Philips website Hardware Specifications - Philips (http://www.usa.philips.com/healthcare/product/HCNOCTN198/intellispacecardiovascular?int_origin=2_HC_landing_na_us_en_clinical_informatics_cardiology_informatics_more).

7. Storage Sizing.

7.1 7.1 To the extent not otherwise stated in the quotation, Philips shall have no obligation or responsibility in connection with providing or managing storage. Upon request, Philips will provide Customer with estimates of image study sizes for different types of studies that Customer can use as a general aide to calculate and determine its near-term and long-term storage requirements for Cardiology and HCIS picture archive communication system solution. Customer is responsible determine what storage archive device types and sizes are required to support its, IntelliSpace Cardiovascular (ISCV), or IntelliBridge Enterprise Licensed Software (IBE), whether through procurement from Philips or utilization of Customer's own existing storage solutions. Customer acknowledges that use of storage varies greatly based on its unique utilization of the system and based on factors that are outside Philips’ control. Therefore, and notwithstanding any estimates provided to Customer by Philips, Customer is solely responsible to determine what storage archive device is best suited to meet its needs. As part of its decision making process in connection with archive device storage size, Customer acknowledges that study sizes are affected greatly by (a) changes in the types and amount of modality equipment used, (b) technician discretion in file size creation, and (c) clinical protocols within a department. Customer is solely responsible for system administration for the IntelliSpace Cardiovascular (ISCV), or IntelliBridge Enterprise Licensed Software (IBE), solution, which includes monitoring the storage archive device for its utilization levels and planning any necessary storage changes as Customer's requirements change.

8. Unauthorized Patches and Anti-Virus Updates.

8.1 8.1 Customer’s installation or use of (a) operating system patches, updates or upgrades; (b) anti-virus updates (except to the DAT files i.e. virus definitions); or, (c) upgrades to anti-virus search engines without prior validation testing and approval by Philips (Unauthorized Updates) may adversely affect the functionality and performance of the Licensed Software. Philips shall perform validation testing of certain Microsoft operating systems, and certified anti-virus software published in the documentation during the warranty period. Philips shall have no obligation to validate any other third-party operating system or anti-virus software. If Customer installs or uses Unauthorized Updates, Philips shall have no liability or responsibility for performance of the Licensed Software and the warranty shall be void. If Customer is using Unauthorized Updates when requesting service support or an Unauthorized Update is discovered by Philips after commencing the technical support process, then, prior to being obligated to perform warranty support services during a service period, Philips may require Customer to roll back to the most recent operating system. Management of third party anti-virus software to protect Customer’s network infrastructure, Client Devices, the Server, and the Licensed Software application is the sole responsibility of Customer under this Agreement. Accordingly, anti-virus issue resolution is Customer’s responsibility and expense.

9. Interfaces.

9.1 Xper IM, Philips Hemo IntelliSpace Cardiovascular (ISCV), and IntelliBridge Enterprise Licensed Software Interfaces (IBE). Philips’ obligation to provide any Xper IM, Philips Hemo, IntelliSpace Cardiovascular (ISCV), or IntelliBridge Enterprise Licensed Software (IBE) interfaces is expressly conditioned upon Customer enabling its Hospital Information System (HIS) system to send and receive HL7 messages to and from the applicable Philips products by the date the products are available for first patient use. If Customer has not fulfilled its interface obligations by such time, Philips may, at its discretion, terminate any interface obligations and refund any pre-paid amounts for interfaces against the applicable purchase order. Customer will execute any documentation reasonably requested by Philips to document such terminated interfaces. Upon Philips issuance of a refund in accordance with this section, Customer shall be deemed to have accepted the applicable Philips products. Any interfaces terminated shall be re-evaluated under a separate new sales contract.

10. Customer Controlled Workflow Tools.

10.1 Certain Philips products contain Customer maintained tools used in the creation and maintenance of interfaces, forms, screens, reports, data mappings, and calculations (Customer Controlled Workflow Tools). Because these tools control what information is presented to the end-user and how the information is presented, Customer must thoroughly test and validate each interface, form, screen, report, mapping, and calculation after making any changes to the Product or to external systems that supply data to the Philips product. Failure to do so could result in information being presented to the end-user is a manner different than originally configured, less desirable to the patient care giver and negatively impacting patient care outcomes. Therefore, prior testing of any of the above changes by the Customer is recommended by Philips. In all cases, Customer is solely responsible for data field population in Philips products directly arising from;

10.1.1 Customer’s use of the Customer Controlled Workflow Tools; or,

10.1.2 through the receipt of information delivered from a non- Philips information system that has been modified post project implementation test. These factors are not within Philips control.

11. Frequent Data Backup/Disaster Recovery Responsibility.

11.1 11.1 Philips is not responsible for the development or execution of a business continuity/disaster recovery plan or backing up the data and images processed by the Products. Customer may request Philips’ assistance in designing a disaster recovery plan, but Philips accepts no liability whatsoever for the resulting plan or the results of Customer’s utilization of such plan Customer is responsible for performing frequent backups of any data, patient information or images residing on the repository database, on Philips Products, or an archive, on a daily basis at minimum; however, more frequent back-ups are appropriate depending upon the application; provided that, it is Customer sole liability and responsibility to determine such frequency more often than on a daily basis. Except to the extent that Customer purchases some or all of the storage solution from Philips, as provided for in Section 7.1 (Storage Sizing), Philips does not provide the storage archive or Client Devices to be used with the Products. These are Customer provided and not included in this purchase.

12. Statement of Work (SOW).

12.1 A Statement of Work, if required as defined in the product schedules, must be signed in writing by both parties and submitted with Customer’s purchase order. Philips may reject orders in the absence of the Statement of Work.

13. Support Services.

13.1 During the applicable product warranty period, Philips shall provide, at no charge to Customer, Philips’ then- current in-warranty service for the products. Customer must provide Philips with remote access to the Products and shall use Philips Remote Service Data Centre (PRSDC) service to enable Philips to access the system to perform its support obligations.

13.2 Warranty exclusions set forth in Section 8.6 of Philips Terms and Conditions of Sale also apply to Support Services hereunder. The conditions that resulted in the exclusion of product warranty coverage, set forth in Section 8.6, shall also apply to any service provided during an in- warranty or post warranty coverage period.

14. Systems Administration Requirement.

14.1 Customer, at all times, shall have a designated systems administrator that has completed systems administration training for the version of the product running at Customer’s site. Systems administration training is set forth in the quotation.

15. Migration.

15.1 Philips standard migration tool set-up service (Migration Tool Set-Up Service) consists of Philips installing a migration solution tool, configuring the migration interface, testing the migration solution tool, and training the Customer to operate and manage the migration tool for Customer to perform the data migration (Migration Set-up Tool Activities). For the purposes of clarification, Migration Set-Up Activities do not include Philips performing the migration, including starting and stopping the migration tool process, loading off-line media, monitoring the process, and correcting the migrated data (and not any Data Migration Project Management Consulting Service).

15.2 Unless Customer purchases a separate data migration project management consulting service from Philips and signs an SOW clearly indicating that Philips will be performing and managing the data migration on the Customers behalf (Data Migration Project Management Consulting Service), Philips is responsible solely to perform the Migration Set-Up Activities.

15.3 In all instances, Philips shall have no responsibility under either its Migration Tool Set-Up Service or Data Migration Project Management Consulting Service to: (a) locate missing studies; (b) fix corrupt media or studies; or, (c) repair failed Customer legacy hardware discovered during the migration service.

15.4 Migration Tool Set-Up Service or Data Migration Project Management Consulting Service to migrate studies affected by the foregoing events. Additionally, Customer shall have the sole responsibility to estimate the number of studies required to be migrated and to pay any additional costs that result from an inaccurate estimate.

Schedule 4 Monitoring & Hospital Respiratory Care (HRC) Portfolio Rev 22

Product Category	Products
	IntelliVue Patient Monitors and Systems
	IntelliVue Telemetry System
Measurement and Monitors	Fetal Monitors
	SureSigns/EarlyVue Vitals Monitors
	Clinical measurements
	MR Patient Care Monitors
	IntelliVue Critical Care and Anesthesia
	IntelliSpace Perinatal
Clinical Informatics	IntelliVue Guardian Systems
	IntelliBridge Family of Solutions
Sleep Therapy	DreamStation
	DreamStation Accessories
Respiratory	Ventilators
Airway Clearance	Cough Assist
Hospital Respiratory Care Supplies	Patient Interface (Masks & Cannulas)
	Circuits
Diagnostic Cardiology Solutions	Stress Testing System (ST80i) Holter Monitoring System (DigiTrak) Cardiographs (PageWriter) IntelliSpace ECG
Respiratory Drug Delivery (RDD) Supplies	Aerosol Mask SideStream Nebulizers Sidestream Plus Threshold IMT Optichamber LiteTouch Masks Peak Flow Misc Asthma Mouth Pieces Optichamber Diamond Peak Flow Meters ProChamber Asthma Pack Asthma Pack

1. Prices.

1.1 Unless stated otherwise on the face of the quotation, the quotation will remain valid for ninety (90) days unless withdrawn or changed by Philips.

2. Orders.

2.1 Notwithstanding Section 7 of the Philips Terms and Conditions of Sale in the quotation, Philips reserves the right to charge a shipping fee for Hospital Respiratory Care and Respiratory Drug Delivery supplies.

2.2 Orders for Hospital Respiratory Care and Respiratory Drug Delivery supplies are accepted through:

Philips Healthcare eStore: (http://www.philips.com/newhealthcarestore.);
Phone: 800-225-0230;
Email: medical.supplies@philips.com; and
Fax: 800-227-7843

3. Payment Terms.

3.1 Unless otherwise specified in the quotation, Philips will invoice Customer and Customer will pay such invoice on receipt for each product as follows:

3.1.1 100% of the purchase price shall be due thirty (30) days from Philips’ invoice date.

3.2 Support Services, if any, shall be invoiced and paid as set forth on the quotation.

3.3 Payment terms are subject to credit approval.

4. Return Policy.

4.1 If there is a problem with an order, Philips wants to correct it as soon as possible. Please note the following instructions before returning merchandise to Philips.

4.1.1 The Customer Services Department of Philips Healthcare Supplies Center in Nashville, TN must authorize all returns of medical supplies. Please call 1-800-225-0230 for a return authorization number. Customer shall pay all shipping charges for returns.

4.2 Returns after sixty (60) days of shipment shall be subject to a restocking charge.

4.3 Philips does not accept returns of Supplies Products that have been opened, are expired or damaged. Please contact Philips Healthcare at 1-800-225-0230 for guidance on any returns.

5. Installation.

5.1 For products with installation included in the purchase price, acceptance by Customer occurs upon completion of installation by Philips. For products without installation included in the purchase price, acceptance by customer occurs upon delivery. If Customer schedules or delays installation by Philips more than thirty (30) days after delivery, Customer’s acceptance of the products will occur on the thirty-first (31st) day after delivery.

6. Philips IntelliVue Products.

6.1 The following applies in the event Customer elects to use the Philips IntelliVue Information Center on Customer provided general network versus dedicating a separate Philips provided IntelliVue Clinical Network to support the communication between the Philips IntelliVue Information Center and the Philips IntelliVue bedside Vital Signs Patient Care Monitors:

6.2 The Philips IntelliVue Information Center is a secondary vital signs monitoring tool that is used by Customers to monitor the activity arising from alarms that sound from a Vital Signs Patient Care Monitor at the patient bedside. Philips advises that the likelihood of network or bandwidth outages is generally greater when using a medical device on a general network vs. a network dedicated solely to its use. In the event of a network or bandwidth outage were to directly affect the Philips IntelliVue Information Center’s ability to communicate with a bedside Monitor, the Philips IntelliVue Information Center would not be available to get real time alarm information from a bedside Monitor. Accordingly, Customer is reminded that its nursing protocols at the patient room floor must be based on using the Philips bedside Monitor, at all times, as the primary medical device to use and respond to, for monitoring patient’s vital signs at the patient bedside.

7. Clinical Informatics Products, and Philips IntelliVue Information Center Product Family.

7.1 The following additional terms shall apply:

7.1.1 Anti-Virus.

7.1.1.2 Philips does not sell anti-virus software with these products. Customer bears the sole responsibility to purchase and manage all virus issues in connection with the products. Use of anti-virus in a manner not recommended in the user manual or without patch validation with Philips is Customer’s sole responsibility or risk.

7.1.1.3 Philips IntelliVue Information Center. PIIC iX supports multiple antivirus solutions. See the document PIIC iX and PIIC Antivirus Software Use and Configuration Guide for details.

7.2 Prior Validation of Operating System (OS) Updates and/or Upgrades.

7.2.1 Operating System patches introduced by Original Equipment Manufacturers (OEM) can impact the performance of the application resulting in a risk to Patient Safety.

7.2.2 Customers are prohibited from applying operating system patches, point releases, updates, and/or upgrades (“OS Modifications”), prior to their validation by Philips for use with Clinical Informatics Products, and IntelliVue Information Center Family of solutions. Customer is solely responsible for issues arising from use of these products with a non-validated OS Modification. Philips shall post on its technical support website which OS Modifications are validated and approved for use with these products. Philips shall have no obligation under a warranty or services to resolve technical issues arising from these products being run with non-validated OS Modifications and Philips will require that Customer roll back the OS to a validated and approved version prior to being obligated to perform.

7.2.3 technical issue resolution under warranty or service. Philips provides a third-party software validation tool with IntelliSpace Perinatal. Customers are prohibited from applying an OS Modification – including Microsoft security updates - to IntelliSpace Perinatal prior to running an OS Modification through the third party validation tool for IntelliSpace Perinatal.

7.2.4 Philips tests the latest applicable security updates and publishes them as Philips Product Security Status documents. These documents have product-specific vulnerability updates and security-related information such as supported anti-virus software, OS security features, and remote service. Customers can access Philips InCenter portal to access update information.

7.2.5 It is the customers’ responsibility to deploy applicable, validated updates at their discretion. http://www.usa.philips.com/healthcare/about/customer-support/product-security.

7.2.6 See “Security for Clinical Networks” document for additional security related information, accessible on the InCenter (mizecx.com) service portal.

7.3 Interfaces.

7.3.1 Philips’ obligation to provide any interfaces is expressly conditioned upon Customer enabling its HIS system to send and receive HL7 messages to and from the applicable Philips products by the date Philips’ products are available for first patient use. If Customer has not fulfilled its interface obligations in a reasonable amount of time, Philips may, at its discretion, terminate any interface obligations and refund any pre-paid amounts for interfaces against the applicable purchase order. Upon Philips’ issuance of a refund in accordance with this section, Customer shall be deemed to have accepted the applicable Philips products. Customer will execute any documentation reasonably requested by Philips to document such terminated interfaces. Any interfaces terminated shall be re-evaluated under a separate new sales contract.

7.4 Frequent Data Backup/Disaster Recovery Responsibility.

7.4.1 Philips is not responsible for the development or execution of a business continuity/disaster recovery plan or back up of data and images processed by the system. Customer is responsible for performing frequent backups of any data, patient information, or images residing on the repository database, on Philips products, or an archive. Recommendations around disaster recovery are included in "Security for Clinical Networks" Section 14, accessible on the InCenter (mizecx.com) service portal.

7.5 Statement of Work.

7.5.1 Professional services performed in connection with this transaction shall be performed pursuant to a Statement of Work, which the parties will execute and attach to the quotation, subject to the terms set forth in the quotation.

8. Support Services.

8.1 8.1 To the extent services for any other products are set forth in the quotation, such service shall be per the Philips then current Terms and Conditions of Service for the period of time indicated on such quotation, which will be provided by Philips and attached hereto.

8.2 CLINICAL SERVICES. If included in the quotation, Philips will provide implementation services for new versions or updates that Customer is entitled to receive under this Agreement, at a time mutually agreed to by Philips and Customer. Scope, duration, and delivery methodology of the clinical support of installation and clinical education will vary by new version, update, or fix and will be defined by Philips at Philips’ sole discretion.

8.2.1 After Hours Support. If included in the quote, Clinical Implementation after hour support will be provided between the hours of 7pm-7am, including weekends and holidays if needed.

8.2.2 Go-Live Support. Philips will provide clinical go-live support (onsite, remote or a combination thereof) during the implementation for new version upgrades and updates. Go-live support will be scheduled between 7:00 AM – 7:00 PM Monday through Friday, relative to the new software version. Customer may request additional go-live support, or go-live support outside of standard hours, at an additional cost.

8.2.3 Clinical Education. Clinical services will be scheduled (onsite, remote or a combination thereof) between 7:00 AM – 7:00 PM Monday through Friday, relative to the new software version. Customer may request additional clinical education or clinical education outside of standard hours, at an additional cost.

8.2.3.1 Clinical Education class size is limited to ten (10) participants.
8.2.3.2 Customer will provide a suitable location for on-site classroom education; and
8.2.3.3 Customer will provide full and free access and use of the Covered System for Education.

8.2.4 Equipment Configuration. Configuration services will be scheduled between 7:00 AM – 7:00 PM Monday through Friday and are limited to the new software version implementation. Customer will provide access and use of their equipment. Configurations are based on current monitoring solution. If expert screen services are required, as determined solely by Philips, they are available at an additional cost.

8.2.5 User Acceptance Testing. Following implementation of a new software version or Equipment Configuration services. Philips and Customer will perform user acceptance testing. Philips will provide Customer with an electronic copy of the resultant configuration files and reports.

8.2.6 Scheduling. Customer must schedule all Clinical Implementation Services, except Online Education, at least eight (10) weeks prior to the desired date for Philips to deliver the applicable service. If Customer representative does not schedule the Clinical Implementations Services with Philips in accordance with this Exhibit, then Philips shall not be obligated to perform such Clinical Services.

8.2.7 Travel Expenses. Unless otherwise stated in the quotation, Philips’ travel expenses for all Clinical Implementation Services delivered at Customer site are included in the price described in the Agreement.

8.3 Post Warranty Service. Service coverage may vary depending on the product and the use of that product. Accordingly, if Customer elects to purchase post warranty service when Customer purchases products under this Product Specific Schedule, then Customer and Philips shall sign an amendment to the quotation. This amendment shall incorporate the information on the face of the service quotation addressing the description of the products being covered, the price of coverage, payment terms, the period of coverage, the level of support coverage, and the Philips Technology Update Service description, if purchased by Customer. Additionally, such amendment shall incorporate the Medical IT Service Exhibit that provides greater specificity of the support coverage offering being purchased, along with memorializing that the additional terms and conditions applicable to service set forth in the quotation shall apply.

8.4 Warranty exclusions set forth in Section 9.6 General Terms and Conditions of Sale and Software License also apply to Support Services. The conditions that resulted in the exclusion of product warranty coverage, set forth in above-mentioned Section 9.6 , shall also apply to any service provided during an in- warranty or post warranty coverage period.

9. Customer Supplied Network (CSN) Installation and Configuration Responsibilities.

9.1 Philips provides information on which patient monitoring devices (and in what locations) will be connected to the CSN following the standard IntelliVue Clinical Network design rules. During the CSN installation process, Philips is responsible for proper configuration and physical installation of the Philips patient monitoring products (“Philips Products”). In CSN situations, Philips does not configure the network or connect the Philips Products to the network. Customer has ownership of these tasks.

9.2 Customer Responsibilities:

9.2.1 Installation. It is Customer’s responsibility to configure the network infrastructure devices as specified in the Philips CSN specification document. After Philips has completed physical installation of the Philips Products, it is the Customer’s responsibility to connect the Philips Products to the hospital network infrastructure, and to confirm the Philips Products have a network that meets the CSN specification document.

9.2.2 Ongoing Support. As it applies to the Philips Products being used with a CSN, it is Customer’s responsibility to maintain the network in a manner that continuously adheres to the CSN specification. Additionally, it is Customer’s responsibility to perform the first line of support for all questions related to the Philips Products at the Customer site. It is Customer’s responsibility to determine if the problem is a clinical issue, a Philips Products issue, or a network connectivity issue and to contact the responsible party for resolution.

9.3 The Customer agrees is reminded that, unless the Philips Products are being used in a telemetry fashion, the bedside monitor and bedside screen must be used as the primary patient alarm device.

9.4 Under no circumstances is Philips responsible for Customer’s inability to use Philips Products (including but not limited to loss of patient alarms or data) due to any CSN outages, downtime, or customer failure’s to properly maintain or configure the CSN.

10. Statement of Work.

10.1 Philips shall not accept orders for IntelliSpace Perinatal without a signed statement of work accompanying such order.

11. Sleep and Respiratory Care Products.

11.1 Preparation of Site/Installation/Training:

11.1.1 Site Preparation: Customer shall be responsible for providing the necessary environment and materials for the proper operation of the Products. In the event the site is not correctly prepared or equipment supplied by Customer is not functioning correctly, which requires Respironics to spend additional time installing products, or a second visit to Customer location, this additional time will be charged to Customer at Respironics standard daily rates plus expenses.

11.1.2 Installation: The configuration defined prior to the Respironics technician’s arrival will be installed as part of these terms and conditions of sale. Equipment that is not defined prior to arrival and requires additional time to install or a second visit to Buyer’s location will be charged to Buyer at Respironics standard daily rates.

11.1.3 Training: If applicable, Buyer is responsible for having its personnel available and dedicated to training at the time of installation. Respironics will provide onsite training to technologists, physicians and other personnel in the operation.

11.2 Additional BiPAP Conditions: Respironics requires the dealer to have appropriate medical personnel on staff to support patient training and follow up. Such personnel include, but are not limited to, credentialed respiratory therapist, credentialed nursing personnel or physician’s assistants.

Schedule 5
Therapeutic Care Capital Portfolio Rev 22

Product Category	Products
Emergency Care & Resuscitation (ECR)	AEDs
	ALS Monitor/Defibrillators
Tempus	Tempus Pro Monitor
	Tempus LS Defibrillator
Emergency Care and Resuscitation	AED Consumables
	ALS Consumables

1. Prices.

1.1 Unless stated otherwise on the face of the quotation, the quotation will remain valid for sixty (60) days unless withdrawn or changed prior to shipment by Philips.

2. Acceptance.

2.1 Acceptance by Customer occurs upon delivery. Philips will make reasonable efforts to meet Customer’s delivery requirements. If Philips is unable to meet Customer’s delivery requirements, alternative arrangements may be mutually agreed. In the absence of such agreement, Customer’s sole remedy is to cancel the order. If the Customer requests a major delay in the date of delivery of the product, Philips may attempt to arrange re-delivery within a reasonable time or may terminate the order.

3. Payment Terms.

3.1 Unless otherwise specified in the quotation, Philips will invoice Customer, and Customer will pay such invoice on receipt as follows:

3.1.1 100% of the purchase price shall be due thirty (30) days from Philips’ invoice date.

3.2 Support Services, if any, shall be invoiced and paid as set forth on the quotation.

3.3 Payment terms are subject to credit approval.

4. Installation.

4.1 Deployment and installation are Customer’s responsibility.

5. Operating Software License.

5.1 Purchase of a hardware product includes a license to use the software contained therein, which may not be reverse engineered, decompiled, altered or transferred. Customer agrees that it will not attempt to defeat any copy protection mechanism.

Schedule 6
Monitoring &
Medical Consumables and Sensors (MCS) Portfolio Rev 22

Product Category		Products Consumables and Sensor (non-serialized)
		Accessories
	Medical Consumables and Sensors (MCS)	Fetal Measurements
		Gas Measurements
Patient Care		NIBP Cuffs
		Paper
		SpO2
		Temperature
	Emergency Care and Resuscitation	AED Consumables
		ALS Consumables
	Newborn Solutions	Jaundice
		Calming and Soothing Therapy Support
		Accessories (disposable and reusable)
	MR Patient Care (MRPC)	ECG
		NIBP Cuffs
		ETCO2 Supplies
		SPO2
		Temperature
		Batteries
		Chargers
Diagnostic Cardiology Solutions	Medical Consumables and Sensors (MCS)	ECG Cables and Lead sets
		ECG Electrodes

1. Prices.

1.1 Unless stated otherwise on the face of the quotation, the quotation will remain valid for sixty (60) days unless withdrawn or changed prior to shipment by Philips.

2. Orders.

2.1 Notwithstanding Section 7 of the Philips Terms and Conditions of Sale in the quotation, Philips reserves the right to charge a shipping fee for Medical Consumables and Sensors.

2.2 Orders for Medical Consumables and Sensors are accepted through:

Philips eStore: (https://www.patientcare.shop.philips.com/);
Phone: 800-225-0230, Option 1;
Email: medical supplies@philips.com
Fax: 1-800-227-7843

2.3 Orders for MR Patient Care are accepted through:
Philips eStore: (https://www.patientcare.shop.philips.com/);
Phone: 800-225-0230 Option 1;
Email: medical supplies@philips.com
Fax: 1-800-947-3299

3. Payment Terms.

3.1 100% of the purchase price shall be due thirty (30) days from Philips’ invoice date.

4. Return Policy.

4.1 If there is a problem with an order, Philips wants to correct it as soon as possible. Please note the following instructions before returning merchandise to Philips.

4.2 The Customer Services Department of Philips Supplies Center in Nashville, TN must authorize all returns of medical supplies. Please call 1-800-225-0230 for a return authorization number. Customer shall pay all shipping charges for returns.

4.3 Returns after sixty (60) days of shipment shall be subject to a 15% restocking charge.

4.4 Philips does not accept returns of Consumables Products that have been opened, are expired or damaged. Please contact Philips at 1-800-225-0230 for guidance on any returns.

Schedule 8
MRI Coil and Disease Management Solutions Portfolio Rev 22

Product Category	Products
Magnetic Resonance Imaging (MRI) Coils	Capital Coils
Consumables	Consumables Coils
Disease Management Solutions	UroNav, DynaCAD, Disposable Items, Misc. HW & SW options and accessories

1. Prices.

1.1 Unless stated otherwise on the face of the quotation, the quotation will remain valid for sixty (60) days unless withdrawn or changed by Philips DS North America, LLC.

2. Shipment.

2.1 Philips DS North America, LLC will use reasonable efforts to ship the product to the Customer (i) by the mutually agreed upon shipment date, (ii) by the date stated in the quotation, or (iii) as otherwise agreed in writing. Philips DS North America, LLC will ship the product according to Philips DS North America, LLC’s standard commercial practices.

3. Payment Terms.

3.1 Quotation. Philips may quote and invoice the Philips DS North America, LLC products in the name of its affiliate, Philips DS North America, LLC.

3.2 Payment Terms: Unless otherwise specified in the quotation, Philips DS North America, LLC’s will invoice Customer and Customer will pay such invoice on receipt as follows: 100% of the purchase price shall be due thirty (30) days from Philips DS North America, LLC’s. invoice date.

3.3 Purchase Orders. Customer must submit separate and unique purchase orders for the Products listed in this Product Specific Schedule to Philips DS North America, LLC.

3.3.1 For Philips DS North America, LLC:
Philips DS North America, LLC.3650 NE 53rd Avenue
Gainesville, FL 32609
Tel: 1-877-468-4861

3.4 Invoices. Unless otherwise specified in the quotation, Philips DS North America, LLC will issue one invoice(s) for the Products identified on this Product Specific Schedule under “Philips DS North America, LLC” and a separate and unique invoice(s) for the Products listed in all other Product Specific Schedules under “Philips”. Philips DS North America, LLC will invoice Customer, and Customer will pay such invoice for each product in accordance with the payment terms set forth in the applicable Product Specific Schedule attached to these Terms and Conditions of Sale and remit payment to the locations stated in each invoice.

3.5 Credit Approval. Payment terms are subject to credit approval.

3.5.1 Support Services. If any, shall be invoiced and paid as set forth on the quotation.

4. Return Policy.

4.1 If there is a problem with an order, Philips DS North America, LLC wants to correct it as soon as possible. Please note the following instructions before returning merchandise to Philips DS North America, LLC.

4.2 Buyer must first receive a Returned Goods Authorization (RGA) from the Philips DS North America, LLC Customer Service Department in Gainesville, Florida at 1-877-468-4861 Philips DS North America, LLC. If an RGA is issued, Buyer is responsible for all costs associated with the return. Returns will be subject to a fifteen percent 15% restocking fee.

4.3 Returns after sixty (60) days of shipment shall be subject to a restocking charge.

4.4 Philips DS North America LLC does not accept returns of Consumables Products that have been opened, are expired or damaged. Please contact Philips DS North America LLC Customer Service Department at 1-877-468- 4861 for guidance on any returns.

5. Installation.

5.1 For Products with installation included in the purchase price, acceptance by Customer occurs upon completion of installation by Philips DS North America, LLC. For Products without installation included in the purchase price, acceptance by customer occurs upon delivery. If Customer schedules or delays installation by Philips DS North America, LLC, more than thirty (30) days after delivery, Customer’s acceptance of the Products will occur on the thirty-first (31st) day after delivery.

6. Product Warranty.

6.1 In addition to the limited warranties stated herein, Philips DS North America, LLC may provide limited product-specific warranties that are set forth in separate Philips DS North America, LLC warranty documents incorporated herein by reference.

STANDARD PRODUCT WARRANTY PERIODS

MRI Coils - Three (3) years, parts and factory repair labor
Disease Management Solutions Products - One (1) year, parts and factory repair labor
Sentinelle coils -One (1) year, parts and factory repair labor
Parts and Accessories - Ninety (90) days, replacement Supplies
Consumable Items and repaired product - Thirty (30) days, replacement

6.2 Philips DS North America, LLC’s sole obligations and Customer's exclusive remedy under any product warranty are limited, at Philips DS North America, LLC’s option, to the repair or the replacement of the product or a portion thereof, within thirty (30) days after receipt of written notice of such material breach from Customer (“Product Warranty Cure Period”) or, upon expiration of the Product Warranty Cure Period, or to a credit or refund of a portion of the purchase price paid by Customer. Warranty service outside of normal working hours (i.e., 8:00 AM to 5:00 P.M., Monday through Friday, excluding Philips DS North America, LLC’s observed holidays), will be subject to payment by Customer at Philips DS North America, LLC’s standard service rates.

6.3 Customer shall at all times during the warranty period specified in this Agreement provide Philips DS North America, LLC suitable connection to the product through the Customer's network for Philips DS North America, LLC use in remote servicing of the product.

• Philips Standard Terms and Conditions of Sale
• Revision 22
• October 2023

1. Services.

1.1 The services (“Service(s)”) included in the quotation and/or Attachment A, as applicable (the “Quotation”) will be provided by the Philips Entity (“Philips”) entering into this Customer Service Agreement with Customer as identified in the Quotation. Philips will provide the Services to Customer for the equipment and software listed in the Quotation (the “Equipment”) that is at the location in the Quotation (the “Site”), and certain Service deliverables will be provided for the exclusive benefit of the Site, under the terms and conditions described herein, including the Quotation, any exhibits and attachments, each of which are hereby incorporated (collectively, the “Agreement”).

2. Access to Equipment.

2.1 Customer shall make the Equipment available to Philips at a mutually agreed date and time. If the Equipment is not available at the agreed upon time, Philips or Customer may attempt to reschedule the Service or cancel the Service. Philips may charge Customer at the then-current demand service rates for all time spent by Philips service personnel waiting for access to the Equipment.

3. Price.

3.1 In consideration for the Services to be performed by Philips, Customer shall pay the prices defined in the Quotation (the “Contract Price”).

3.2 The Contract Price is a gross amount but exclusive of any value added tax (VAT), sales tax, GST, consumption tax or any other similar tax. If the transactions as described in the Agreement are subject to any applicable VAT, sales tax, consumption tax or any other similar tax, Philips will charge VAT, sales tax, consumption tax or any other similar tax to Customer, which will be paid by Customer in addition to the Contract Price. Customer shall provide Philips with an appropriate exemption certificate in advance of the date the Service is invoiced, or Customer shall pay all taxes per Philips’ invoice.

3.3 Contract Prices are based on the price levels at the effective date of the Agreement. Except as otherwise provided on the Quotation, Philips reserves the right to adjust customer list pricing and (or) net pricing, during the term of the Agreement set forth in the Quotation and incorporated herein (“Term”). Such adjustment in pricing requires thirty (30) day written notice, will not be retroactive, cannot start before first year of contract, and will not exceed more than five percent (5%) change annually. Price adjustments shall be in accordance with:

3.3.1 For customers in the United States, the Consumer Price Index published by the United States Bureau of Labor Statistics on its website at http://www.bls.gov/cpi.

3.3.2 For customers in Canada, the Consumer Price Index published by Statistics Canada on its website at https://www.statcan.gc.ca/en/subjects-start/prices_and_price_indexes/consumer_price_indexes.

3.4 Customer shall notify Philips and Philips shall be entitled to change the Contract Price in the event that:

3.4.1 the location of the Equipment changes;

3.4.2 any ambient conditions of operation (e.g., installation or de-installation of air-conditioning system) of the Equipment at the location change;

3.4.3 any additional equipment is acquired by the end-user which should be added to the inventory list of Equipment;

3.4.4 the Equipment is (partly) removed or taken out of service by Customer; and/or

3.4.5 the incoming main power supply and protective earth configuration changes, becomes unreliable, or is no longer in accordance with the Equipment specifications.

3.5 List Price Harmonization. In an effort to simplify and harmonize Philips services and/or products portfolio pricing structure Philips may, no more than once during the term of the Agreement, unilaterally adjust the price list and discount schedule for services and/or products under this Agreement, with no impact to the current net price. Philips will:

3.5.1 Provide thirty (30) days’ written notice prior to fixing the net price of the service(s) and/or product(s) sold under this Agreement for twelve (12) months (the “Lock Period”) at the net price (the “Lock Price”) of the service(s) and/or product(s) in effect at the time of Customer’s receipt of the written notice.

3.5.2 Provide an updated Agreement price file showing the new list price and new discount, which together will not change the Lock Price set at the beginning of the Lock Period.

3.5.3 Upon termination of the Lock Period, the net price of the service(s) and/or product(s) will be maintained in the manner defined in the Agreement.

4. Payment.

4.1 Customer shall pay the Contract Price to Philips within thirty (30) days from the date of invoice in accordance with the instructions on the invoice.

4.2 Customer shall make any payments under this Agreement without any set-off, withholdings, or any other deductions.

4.3 Payments may be made by check, ACH, or wire. Philips does not accept transaction fees for wire transfers. All check payments over $50,000 USD or CAD must be paid via eCheck or via Philips prepaid FedEx account with tracking to secure against fraud and misappropriation.

4.4 Customer shall pay interest on any amount not paid when due at the annual rate of twelve percent (12%) in the case of the U.S., which may be billed on a monthly basis or at the maximum rate permitted by applicable law for Canada. If Customer fails to pay any amounts due or breaches these Conditions of Service, Philips will be entitled to suspend the performance of its obligations and deduct the unpaid amount from any amounts otherwise owed to Customer by Philips, in addition to any other rights or remedies available to Philips. Philips shall be entitled to recover all costs and expenses, including reasonable attorneys' fees related to the enforcement of its rights or remedies.

4.5 If the Quotation indicates net prices that are each associated with a payment method, then Philips will invoice Customer, and Customer will pay, the net price that corresponds to Customer’s elected payment method.

4.6 If the Term of the Agreement is greater than one (1) year in duration, and Customer provides Philips a purchase order (PO) for a period of time less than the Term, then Customer will promptly provide Philips updated POs to fulfill the entire Term.

4.7 If Customer fails to pay any amount when due, Philips may, in addition to other rights it may have under this Agreement or by law, at its option:

4.7.1 withhold or suspend performance under the Agreement until all payments from Customer have been received by Philips;

4.7.2 deduct the unpaid amount from any amounts otherwise owed to Customer under any agreement by Philips or any of Philips’ Affiliates (meaning any entity that directly or indirectly controls, is controlled by, or is under common control with Philips (“control” means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity));

4.7.3 declare all sums outstanding to become immediately due and payable under the Agreement;

4.7.4 commence collection activities for all sums due or to become due hereunder, including, but not limited to costs and expenses of collection, and reasonable attorneys’ fees; and/or

4.7.5 if Customer does not cure its payment failure in accordance with Section 17.5.1, terminate this Agreement with ten (10) days’ notice to Customer.

4.8 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, the Services provided by Philips are subject solely to the terms and conditions set forth in this Agreement. Customer guarantees the payment of all monies due or that may become due under this Agreement in spite of any collateral arrangements Customer may have with such Third-Party Organization or any payments Customer has 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 shall promptly pay for such parts and Services on demand.

5. Exclusions.

The Services do not include, unless specifically agreed otherwise in the Quotation:

5.1 servicing or replacing components of equipment other than those Equipment or components listed in the Quotation that is at the Site;

5.2 servicing Equipment if contaminated with blood or other potentially infectious substances, disposing hazardous, infectious, or biomedical waste or material;

5.3 service specifically excluded in the Quotation;

5.4 any service necessary due to: (i) a design, specification or instruction provided by Customer or Customer representative; (ii) the failure of anyone to comply with Philips’ written instructions or recommendations; (iii) any combining of the Equipment with other manufacturers’ product or software other than those recommended by Philips; (iv) any alteration or improper storage, handling, use, or maintenance of the Equipment, including any components, e.g., detectors, transducer, or coils, by anyone other than Philips’ subcontractor or Philips; (v) damage caused by an external source, regardless of nature; (vi) any removal or relocation of the Equipment; or (vii) neglect or misuse of, or accident with, the Equipment, including any components, e.g., detectors, transducer, or coils;

5.5 any cost of materials, supplies, parts, or labor supplied by any party other than Philips or Philips’ subcontractors, or explicitly excluded in the Quotation;

5.6 providing or paying the cost of any rigging, facility, structural alteration, or accessory incident;

5.7 the cost of consumables, accessories, and auxiliaries, including but not limited to: batteries of any type, light bulbs, power cords/AC adapters, headlight cables, EKG cables, SPO2 sensors, BP hose/cuff, temperature probes, extension/trunk/adapter cables, foot pedals, hand pieces, probes, nerve stimulator cables, defibrillator cables/paddles/test plugs, laser tubes, patient pads, PET calibration sources, film, cassettes, filters, catheters and/or wires, etc., as well as any item that hangs off of, or plugs into, a device, unless specifically included in the Agreement;

5.8 cosmetic repairs;

5.9 the cost of factory reconditioning or rebuilds;

5.10 providing any updates or upgrades other than field safety corrective actions (i.e., safety related updates); and

5.11 maintenance or repair, including the cost thereof, of non-Philips manufactured products, unless specified otherwise in this Agreement.

6. Customer Responsibilities.

During the Term of this Agreement, Customer shall:

6.1 Comply with all applicable laws, rules, and regulations; Customer’s obligations do not depend on any other obligations it may have under any other agreement or arrangement with Philips. Customer shall not exercise any offset right in the Quotation or sale in relation to any other agreement or arrangement with Philips;

6.2 Report immediately to Philips, and reasonably cooperate with Philips in investigating, any event of which Customer becomes aware that suggests that any Services or products provided by Philips, for any reason:

6.2.1 may have caused or contributed to a death or serious injury, or

6.2.2 have malfunctioned where and such malfunctions would be likely to cause or contribute to a death or serious injury if the malfunction were to occur again. Additionally, Customer will also report to Philips complaints it receives from its personnel and patients or any other person regarding the identity, quality, performance, reliability, safety, effectiveness, labels, or instructions for use of the Services or products provided by Philips. Philips shall be solely responsible for submitting any filings or reports to any governmental authorities with respect to the Services or products provided by Philips hereunder, unless otherwise required by law.

6.3 ensure that the Site is maintained in a clean and sanitary condition, and that the Equipment, product, and/or part is decontaminated prior to service, shipping, or trade-in as per the instructions in the user manual;

6.4 ensure the proper removal and disposal of any hazardous material;

6.5 maintain operating environment within Philips specifications for the Site (including temperature and humidity control, incoming power quality, incoming water quality, and fire protection system);

6.6 use the Equipment in accordance with the published manufacturer’s operating instructions;

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

6.8 provide Philips with broadband internet Wi-Fi access for business purposes;

6.9 in order for Philips to provide remote servicing of the Equipment, provide Philips, at each Site, with a dedicated high speed broadband internet connection suitable to establish a remote connection to the Equipment and facilitate the realization of the required remote infrastructure, by:

6.9.1 supporting the installation of a Philips approved router (or a Customer-owned router acceptable for Philips) for connection to the Equipment and Customer network; if the router is provided by Philips, it remains Philips property and is only provided during the term of this Agreement;

6.9.2 maintaining a secure location for hardware to connect Equipment to the Philips Remote Service Data Center (PRSDC);

6.9.3 allowing Philips to connect to Customer’s connected Equipment for the purpose of servicing the Equipment;

6.9.4 providing and maintaining a free IP address within the Site network to be used to connect the Equipment to Customer’s network;

6.9.5 supporting the installation of service tools (as stipulated in Section 10) for connection to the Equipment and Customer network and by maintaining such connectivity to enable remote servicing as well as (automatic) downloads and installs of (security) updates of the service tools;

6.9.6 maintaining the established connection throughout the Term (including restraining from any temporary disconnection or disabling of such connection (e.g., by switching of the host computer of the MRI Equipment)); and

6.9.7 facilitating the reconnection by Philips in case of any temporary disconnection occurs;

6.10 If Customer fails to provide the access described in Section 6.9 and so the Equipment and/or the service tools are not connected to the PRSDC (including any temporary disconnection) and/or (security) updates are not downloaded and installed on the service tools, Customer waives its rights to Services under this Agreement and any uptime guarantee and shall be responsible for any damage due to such failure;

6.11 provide Philips and its subcontractor’s service personnel with full and free access to the Equipment at the scheduled service time;

6.12 if applicable, provide invitation letters and support visa application and travel requirements in case necessary; and

6.13 timely return defective spare parts to Philips in accordance with the terms of this Agreement; and ensure that all staff working on the Equipment covered under this Agreement are trained and qualified in accordance with all applicable laws and good industry practice.

7. Warranty Disclaimer.

7.1 Philips’ sole service obligations to Customer are described in this Agreement. All labor, including technical support, shall be performed in a good and workmanlike manner, subject to applicable Terms of Service, including any exclusions. Philips provides no additional warranties under this Agreement. All Services and parts provided under this Agreement are provided “as is”. PHILIPS SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

8. Limitations of Liability.

8.1 THE TOTAL LIABILITY OF PHILIPS ARISING UNDER OR IN CONNECTION WITH THE PARTS AND SERVICES FOR ANY BREACH OF CONTRACTUAL OBLIGATIONS, WARRANTY, TORT (INCLUDING NEGLIGENCE), UNLAWFUL ACT, OR OTHERWISE IN CONNECTION WITH THE SERVICE IS LIMITED TO THE ACTUAL PURCHASE PRICE RECEIVED FOR THE SERVICE THAT GAVE RISE TO THE CLAIM.

8.2 PHILIPS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, AND/OR FOR ANY DAMAGES INCLUDING LOSS OF DATA, PROFITS, REVENUE, BUSINESS INTERRUPTION OR USE IN CONNECTION WITH OR ARISING OUT OF THESE CONDITIONS OF SERVICE, REGARDLESS OF WHETHER THEY ARE FORESEEABLE OR NOT AND WHETHER THE CLAIM IS MADE IN TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, AT LAW OR IN EQUITY. NEITHER PHILIPS NOR PHILIPS’ SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OR INABILITY TO USE MEDICAL OR OTHER DATA STORED ON OR BY THE EQUIPMENT.

8.3 THE EXCLUSION OF LIABILITY IN THESE CONDITIONS OF SERVICE SHALL ONLY APPLY TO THE EXTENT ALLOWED UNDER THE APPLICABLE LAW.

8.4 THE FOLLOWING ARE NOT SUBJECT TO THE LIMITATIONS OF LIABILITY UNDER SECTION 8.1:

8.4.1 THIRD-PARTY CLAIMS FOR DIRECT DAMAGES FOR BODILY INJURY OR DEATH TO THE EXTENT CAUSED BY PHILIPS’ NEGLIGENCE OR PROVEN PRODUCT DEFECT.

8.4.2 CLAIMS OF TANGIBLE PROPERTY DAMAGE REPRESENTING THE ACTUAL COST TO REPAIR OR REPLACE PHYSICAL PROPERTY TO THE EXTENT CAUSED BY PHILIPS NEGLIGENCE OR PROVEN PRODUCT DEFECT.

8.4.3 OUT-OF-POCKET COSTS INCURRED BY CUSTOMER TO PROVIDE PATIENT NOTIFICATIONS, REQUIRED BY LAW, TO THE EXTENT SUCH NOTICES ARE CAUSED BY PHILIPS UNAUTHORIZED DISCLOSURE OF PROTECTED HEALTH INFORMATION OR PERSONAL HEALTH INFORMATION.

8.4.4 FINES/PENALTIES LEVIED AGAINST CUSTOMER BY GOVERNMENT AGENCIES CITING PHILIPS’ UNAUTHORIZED DISCLOSURE OF PROTECTED HEALTH INFORMATION OR PERSONAL HEALTH INFORMATION AS THE BASIS OF THE FINE/PENALTY; ANY SUCH FINES OR PENALTIES SHALL CONSTITUTE DIRECT DAMAGES.

9. End of Life.

9.1 AFTER THE END OF LIFE DATE, PHILIPS WILL CONTINUE TO USE COMMERCIALLY REASONABLE EFFORTS TO REPAIR EQUIPMENT, BASED ON PARTS AND TRAINED ENGINEER AVAILABILITY, BUT WITH NO UPTIME GUARANTEE. AFTER THE END OF LIFE DATE, PHILIPS WILL NOT CREATE OR TEST BUG FIXES, PATCHES, OR ENHANCEMENTS TO THE EQUIPMENT HARDWARE OR SOFTWARE.

9.2 If Philips determines that its ability to provide the Services is hindered due to the unavailability of parts or trained personnel, or that the Equipment can no longer be maintained in a safe or effective manner, as determined by Philips, then Philips may terminate this Agreement with respect to such Equipment upon notice to Customer and provide Customer with a refund of any Customer pre-payments for periods of Service coverage not already completed.

10. Proprietary Service Materials.

10.1 In connection with the Services, Philips may deliver or transmit to the Site certain proprietary service materials (including software, tools, and written documentation) that have not been purchased by or licensed to Customer. The presence of this property within the 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. Customer hereby consents to this delivery, storage, attachment, installation, and use of such proprietary service materials, and Customer consents to the presence of a Philips’ locked cabinet or box at the Site for storage of this property and to Philips’ removal of all or any part of this property at any time, all without charge to Philips. Customer agrees to return any service tools that are no longer required on-site to Philips and to take responsibility for exportation, duties, fees, and transport cost, all in accordance with Philips’ instructions; failure to do so entitles Philips to invoice Customer for the value of the respective tool. Customer will protect this property against damage or loss and to prevent any access to or use of this property by any unauthorized party and Customer will be liable for any violation therof. Customer shall immediately report to Philips any violation of this provision.

11. Confidentiality.

11.1 Each party will maintain as confidential any information furnished or disclosed to one party by the other party, whether disclosed in writing, visually, or orally, relating to the business of the disclosing party, its customers, or its patients, and this Agreement and its terms, including its pricing terms. Each party will use the same degree of care to protect the confidentiality of the disclosed information as that party uses to protect the confidentiality of its own information, but not less than reasonable care. Each party will disclose such information only to its employees, and in the case of Philips, its Affiliates and subcontractors having a need to know such information to perform the transactions contemplated by this Agreement. The obligation to maintain the confidentiality of such information will not extend to (i) information in the public domain at the time of disclosure, (ii) information that is lawfully obtained by the receiving party from a third party without any breach of confidentiality or violation of law, or (iii) information that is required to be disclosed by law or by court order. The confidentiality obligations herein will expire five (5) years after the Agreement terminates or expires. The disclosing party maintains exclusive ownership of the confidential information that it discloses to the receiving party, and the receiving party shall be responsible for the breach of these confidentiality terms by any of its representatives or other person to whom it may disclose the confidential information. Notwithstanding the foregoing, in the event a party is required by law or court order to disclose the other party’s confidential information to a court, government department/agency, or regulatory body, to the extent permitted by applicable law, it shall first inform the other party of the request or requirement for disclosure to allow an opportunity for the other party to apply for an order to prohibit or restrict such disclosure. Moreover, nothing set forth herein shall prohibit Customer from disclosing confidential information required by state or federal open records laws, to the extent disclosed in compliance with the rules and procedures applicable thereto, including notifying Philips and providing Philips an opportunity to argue certain information may be exempt as a trade secret, if applicable thereunder. The party receiving the other party’s confidential information agrees and acknowledges that any breach or threatened breach of these obligations of confidentiality may result in irreparable harm to the disclosing party for which there may be no adequate remedy at law. In addition to any other remedies, in such event the disclosing party may be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement by the receiving party.

12. Compliance with Laws & Privacy.

12.1 If any provision of these Conditions of Service is found to be unlawful, unenforceable, or invalid, in whole or in part, the validity and enforceability of the remaining provisions shall remain in full force and effect. In lieu of any provision deemed to be unlawful, unenforceable, or invalid, in whole or in part, a provision reflecting the original intent of these Conditions of Service, to the extent permitted by the applicable law, shall be deemed to be a substitute for that provision. The failure by Customer or Philips at any time to require compliance with any obligation shall not affect the right to require its enforcement at any time thereafter.

12.2 For customers in the United States, each party shall comply with all laws, rules, and regulations applicable to the party in connection with the performance of its obligations in connection with the transactions contemplated by the Quotation, including, but not limited to, those relating to employment practices, federal and state anti-discrimination laws (including Title VII of the Civil Rights Act of 1964 as amended, the Rehabilitation Act of 1973 as amended and the Veterans Readjustment ACT of 1972 as amended), E-Verify, FDA, Medicare fraud and abuse, and the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Health care providers are reminded that if the purchase includes a discount or loan, they must fully and accurately report such discount or loan on cost reports or other applicable claims for payment submitted under any federal or state health care program, including but not limited to Medicare and Medicaid, as required by federal law (see 42 CFR 1001.952[h]).

12.3 To the extent applicable, Customer acknowledges it shall comply with all Medicare, Medicaid, or state cost reporting requirements, including discounts afforded to Customer under this Agreement, for any and Services or parts purchased hereunder. Omnibus Reconciliation Act (OMNI) Social Security (PL96-499, Public Law).

12.4 To the extent applicable to your country or state, Philips and Customer shall comply with the Omnibus Reconciliation Act of 1980 (P.L. 96-499) and its implementing regulations (42 CFR, Part 420). Philips agrees that until the expiration of four (4) years after furnishing Services or parts pursuant to these Terms and Conditions, Philips shall make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or any of their duly authorized representatives, these Terms and Conditions of Service and the books, documents, and records of Philips that are necessary to verify the nature and extent of the costs charged to Customer hereunder. Philips further agrees that if Philips carries out any of the duties of these Terms and Conditions through a subcontract with a value or cost of ten-thousand U.S. dollars ($10,000.00) or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such Services pursuant to such subcontract, the related organization shall make available, upon written request of the Secretary, or upon request of the Comptroller General, or any of their duly authorized representatives the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs. This paragraph relating to the retention and production of documents is included because of possible application of Section 1861(v) (1) (1) of the Social Security Act (42 U.S.C. 1395x (v) (1) (I) (1989)), as amended from to time, to these Terms and Conditions. If Section 1861(v) (1) (1) should be found to be inapplicable, then this paragraph shall be deemed inoperative and without force and effect.

12.5 Excluded Provider. As of the date of the sale of the Services, Philips represents and warrants that Philips, and its employees and subcontractors, are not debarred, excluded, suspended, or otherwise ineligible to participate in a federal or state health care program, nor have they been convicted of any health care related crime for the Services and parts provided under these Terms and Conditions of Service (an “Excluded Provider”). Philips shall promptly notify Customer if it becomes aware that Philips or any of its employees or subcontractors providing Services hereunder have become an Excluded Provider under a federal or state healthcare program, whereupon Customer shall provide Philips with a reasonable opportunity to discuss and attempt to resolve in good faith with Customer any Customer-related concerns in relation thereto, and/or will give Philips a reasonable opportunity to dispute its, or its employee’s or subcontractor’s, designation as an Excluded Provider. In the event that the Parties are unable to resolve any such Customer concerns of the applicable party’s designation as an Excluded Provider, then Customer may terminate this order by express written notice for Services not yet rendered and parts not yet shipped prior to a date of exclusion.

12.6 To the extent applicable to your state, it is Customer’s responsibility to notify Philips if any portion of the Quotation is funded under the American Reinvestment and Recovery Act (ARRA). To ensure compliance with the ARRA regulation, Customer shall include a clause stating that the Quotation is funded under ARRA on its purchase order or other document issued by Customer.

12.7 For those customers where Canadian Federal and/or Provincial privacy laws (“Canadian Privacy Laws”) apply, Philips and Customer will comply with Canadian Privacy Laws in fulfilling their respective obligations hereunder. Customer acknowledges that Philips may be required, in limited circumstances, to store or grant access to Personal Data to the original equipment manufacturer (OEM) or its Affiliates located outside of Canada. Unless otherwise permitted by law, such disclosure will be limited to exceptional circumstances where it is necessary for the purposes of installing, implementing, maintaining, repairing, trouble shooting, or upgrading the Equipment, or where data recovery assistance from the OEM is necessary. Where required by law, any such disclosure will be limited to temporary access and storage for the minimum time necessary for the purpose and only as required in order to meet the requirements of this Agreement. Customer acknowledges and agrees that Customer is responsible for obtaining all required consents and providing all required notices to individuals to allow Philips and its subcontractors to process Personal Data for the purposes set out herein.

13. Processing of Personal Data.

13.1 During provision of the Services, Philips and/or its Affiliates may process information, in any form, that may qualify as personal data, which is information relating to an individual from which that individual can be directly or indirectly identified. Philips and/or its Affiliates will: (i) process any protected health information (PHI) as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) on behalf and by instruction of Customer (the terms and conditions governing Philips’ handling, processing, storage, or use of PHI are set forth in the Business Associate Agreement or Addendum between the parties) and (ii) process information such as log files or device parameters (which may contain personal data) to provide the Services and to enable its compliance with and performance of its task as manufacturer of medical devices under the applicable regulations and standards, including but not limited to the performance of vigilance, post-market surveillance and clinical evaluation related activities.

14. Use of Non-Personal Data.

14.1 Customer agrees that Philips and/or its Affiliates may use any data other than personal data generated by the Equipment and/or otherwise provided by Customer to Philips for Philips’ own legitimate business purposes including, but not limited to, for data analytics activities to determine trends of usage and advise on the use of Philips products and Services, for research, product and service development and improvement (including the development of new offerings), substantiation of marketing claims, and for benchmarking purposes.

15. Export Control.

15.1 The provision of Service may be subject to the granting of governmental export licenses. In the event that such licenses or an end-user statement are required, Philips will contact Customer immediately and Customer shall provide Philips with such documents on first request. In case the provision of the Services becomes restricted or forbidden due to changed export control laws, Philips may suspend or terminate, at its option, the execution of its obligations under this Agreement without incurring any liability toward Customer other than reimbursing any amounts received for Services not yet rendered.

16. Subcontracts and Assignments.

16.1 Philips may subcontract to service contractors of Philips’ choice any of Philips’ service obligations to Customer or other activities performed by Philips under this Agreement. No such subcontract will release Philips from those obligations to Customer. Philips may, without prior notice or consent, assign this Agreement to its parent corporation, any of its Affiliates, or to a successor entity in the event of a merger, consolidation, transfer, sale, stock purchase or public offering, as long as the party who receives the assignment assumes all of Philips’ obligations hereunder. Customer may not assign this Agreement or the responsibility for payments due under it without Philips’ prior express written consent, which will not be unreasonably withheld.

17. Term and Termination.

17.1 This Agreement is non-cancelable by Customer unless as expressly set forth in this Agreement and will remain in effect for the Term.

17.2 Either party may terminate this Agreement upon written notice in the event that the other party becomes or is deemed to be insolvent, discontinues business, is unable to pay its debts, is the subject of bankruptcy proceedings, enters into liquidation whether compulsory or voluntarily or has a receiver or administrator appointed over all or any part of its assets, enters into any arrangement or agreement, or assignment with, or for the benefit of its creditors or any of them, or if the other party takes or suffers any similar action in consequence of debt or insolvency in any jurisdiction. If Customer becomes insolvent, unable to pay its debts as they fall due, files for bankruptcy or is subject to it, has appointed a recipient, is subject to a late fee on payments (temporary or permanent), or has its assets assigned or frozen, Philips may cancel any unfulfilled obligations or suspend its performance; provided that, however, Customer’s financial obligations to Philips shall remain in full force and effect.

17.3 If Customer sells or otherwise transfers any of the Equipment to a third party and the Equipment remains installed and in use at the same location, and such third party assumes the obligations of Customer under this Agreement or enters into a new service agreement with Philips, the price will be equal to the price in this Agreement and a term at least equal to the unexpired/unused term of this Agreement. If such third party does not assume the obligations of Customer under this Agreement, then Customer may terminate this Agreement with respect to such Equipment upon no less than thirty (30) days’ prior written notice to Philips, in which case Customer shall pay to Philips (i) all amounts due under this Agreement through the effective date of termination (based on the notice requirement) and (ii) as liquidated damages, and not as a penalty, an amount equal to thirty percent (30%) of the remaining payments due under this Agreement for such Equipment from the date of termination through the scheduled expiration of the term of this Agreement.

17.4 Customer may terminate this Agreement, wholly or partially, upon sixty (60) days’ written notice to Philips:

17.4.1 representing that any of the Equipment is being permanently removed from the Site and is not being used in any other Customer site, or

17.4.2 specifically describing a material breach or default of this Agreement by Philips, provided however that Philips may avoid such termination by curing the condition of breach or default within such sixty (60) days’ notice period.

17.5 Philips may terminate this Agreement, wholly or partially:

17.5.1 if Customer defaults in the performance of any of its obligations under this Agreement, and fails to remedy the same within sixty (60) days of a written notice, or

17.5.2 as described in Section 4 (Payment) and Section 9 (End of Life).

18. Independent Contractor.

18.1 Philips is Customer’s independent contractor. Nothing in this Agreement shall be construed to designate Philips or Philips’ employees or Philips’ subcontractor or any of its employees as Customer employees, agents, or partners. Philips’ employees and Philips subcontractors are under Philips’ exclusive direction and control. Philips has no liability or responsibility for and does not warrant Customer’s or Customer’s employees’ or other representatives’ acts or omissions related to any services that are performed by Customer’s employees or representatives under this Agreement.

19. Force Majeure.

19.1 Each party shall not be liable in respect of the non-performance of any of its obligations (except for payment obligations for Services rendered) to the extent such performance is prevented by any circumstances beyond its reasonable control, including, but not limited to, acts of God, war, civil war, insurrection, fire, flood, labor disputes, epidemics, pandemic, cyber-attack, act of terrorism, governmental regulations and/or similar acts, embargoes, export control sanctions or restrictions, Philips’ unavailability regarding any required permits, licenses and/or authorizations, default or force majeure of suppliers or subcontractors. If force majeure prevents Philips from performing any obligation arising out of the sale, Philips shall not be liable to Customer for any compensation, reimbursement, or damages.

20. Third-Party Products Provided by Philips.

20.1 To the extent a third-party products service plan is explicitly identified in the Quotation, Philips shall be responsible for servicing third-party products provided by Philips. Otherwise, Philips is not responsible for servicing any third-party products provided by Philips to Customer.

21. Communication.

21.1 Notices or other communications shall be given in writing and shall be deemed effective if they are delivered in person or if they are sent by courier or mail to the relevant party.

22. Entire Agreement.

22.1 This Agreement, including all applicable Exhibits as attached hereto, constitutes the entire understanding of the parties and supersedes 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 expressly rejected and will not apply to the transactions contemplated by this Agreement. No prior proposals, statements, course of dealing, course of performance, usage of trade or industry standard will be part of this Agreement. The Quotation and the service-specific Exhibits listed on the face of this Agreement, and any associated attachments, are incorporated herein as they apply to the Services listed on the Quotation and their additional terms shall apply solely to Customer’s purchase of the Services specified therein. If any terms set forth in an Exhibit conflict with terms set forth in these “General Customer Service Terms and Conditions,” the terms set forth in the other Exhibits shall govern with the exception of Section 8 hereof. If any terms set forth in this General Customer Service Terms and Conditions or an Exhibit conflict with terms set forth in the Quotation, the terms set forth in the Quotation shall govern. For avoidance of doubt, a reference to “Imaging” or “Imaging Services” equals a reference to Services to Philips’ MRI, CT, AMI, DXR, Ultrasound, or IGT-Systems devices.

23. Amendment.

23.1 Save and except for items where Philips has retained the right to unilaterally amend the terms of this Agreement, this Agreement may not be amended except by written instrument signed by both parties.

24. Choice of Language.

24.1 This Agreement is drawn up in English pursuant to the formal request of parties. Cette entente a été rédigée en anglais à la demande expresse des deux parties.

25. Authority to Execute.

25.1 The parties acknowledge that they have read the terms and conditions of this Agreement, that they know and understand the same, and that they have the express authority to execute this Agreement. This Agreement may be executed in one or more counterpart copies, each of equal validity, that together constitute one and the same instrument. Any photocopy of this Agreement or any such counterpart is deemed the equivalent of an original and any such copy constitute evidence of the existence of this Agreement.

12. ADDITIONAL TERMS AND CONDITIONS FOR HOSPITAL PATIENT MONITORING SOFTWARE EVOLUTION SERVICES

1. Services Provided.

1.1 Commencing on the Effective Date of the Agreement and subject to the limitations below, Philips will provide Software Evolution Services (SES) described herein or as otherwise specified on the Quotation(s) for the Sectors, as defined below and identified on the Quotation.

2. Definitions.

2.1 Software Version. Introduces major release of the software available to Customer under this Exhibit.

2.2 Software Update. Provides minor enhancements or improvements to performance, maintainability, and serviceability of the software available to Customer under this Exhibit.

2.3 Software Fix. Corrects an error or bug of the software available to Customer under this Exhibit.

2.4 Sector. A location on a central station where a patient and the related patient equipment is assigned. Often used interchangeably with beds or patients. A Sector is Equipment under this Agreement.

2.5 Node. A device or node refers to an IP addressable network node, which is a configured component of a Philips Patient Monitoring System/Solution.

2.6 Agreement/SES Agreement. All references to “Agreement” or “SES Agreement” refer collectively to the following (and in the event of any conflict between the terms therein, the priority for control, from first to last priority, shall be): the Quotation, this Exhibit, and the Philips Healthcare Service Terms and Conditions.

3. Term.

3.1 For new Monitoring Analytics and Therapeutic Care products installed by Philips, the Agreement term will commence immediately following installation and availability for first patient use. The term of the Agreement is defined in the Quotation and the end date for all sectors will be co-terminus. For existing systems or renewals of existing service contracts, the start and end date of the Agreement shall be defined in the Quotation.

4. Telephone and Remote Support.

4.1 Telephone Support. Telephone and Remote Support coverage is included with all SES Agreements. Technical and Clinical Telephone and Remote Support coverage services are available twenty-four (24) hours per day, seven (7) days per week, including Philips-recognized holidays. Philips Customer Care Support Line Call + 1 800-722-9377.

4.2 Remote Access and Diagnostics. Philips may remotely access any Customer system tied to the Equipment required to perform Services. Customer shall provide Philips remote access to the Equipment.

4.3 On-Site Software Resolution Response. Philips primary method for software services is telephone and Philips Remote Services (“PRS”). Philips, at its sole discretion, may provide on-site software support services to resolve software issues that cannot be resolved through Philips’ primary resolution method. On-site service is next business day, Monday through Friday 8:00 AM to 5:00 PM local time, excluding Philips-recognized holidays, and includes labor and travel necessary for the delivery of corrective services. On-site Software Resolution is not an installation service for new products.

4.4 InCenter Access. Philips will provide Customer access to Philips’ web-based support tool for the Equipment under this Agreement.

4.5 Online Education. Customer shall be entitled to access those online courses covering core concepts of purchased Philips product/system through the Philips Learning Center. Core concept courses provide orientation to basic system functionality. Access will be terminated at the end of the term of this Agreement.

5. Interface Support.

5.1 Philips supports the DICOM and HL7 communication to and from the Equipment as they exist at the Equipment at the time of installation. In the case of new software versions, Philips shall provide the following:

5.1.1 If the Equipment, interoperability mapping engine, or Biomedical device is upgraded to the latest version, Philips will restore inbound and/or outbound communication to the pre-upgrade condition.

5.1.2 Philips’ interface support does not include the modification of any interface due to interface changes in third-party hardware or software or replacement of Philips interoperability mapping engine product with a different interoperability engine product. In the case of a planned upgrade of the Equipment that involves modifications to the interface specifications, Philips requires that detailed technical information on such modifications be made available to Philips at least ninety (90) days in advance of the planned upgrade. In such a case, Philips shall work with the third party to understand changes in interface specifications and format and may modify and upgrade the Equipment to support such new interface specifications at a schedule and additional cost to be approved by Philips and Customer.

6. Software Versions and Updates.

6.1 If a new software version or update is available for the previously purchased software (on a like for like basis as set forth in 6.2 below) which is covered by this Agreement, and the requirements of the Agreement are satisfied, then Philips will install the available software for the Equipment application software during the term of the Agreement as follows: Philips will provide new software versions, updates, and fixes for existing PIC iX, IBE, and bedside monitor applications. When required for the new software version, Philips will provide operating system licenses and database software licenses (SQL) for PIC iX system. OS/SQL is Customer’s responsibility unless physical hardware is supplied by Philips for the IBE solution. Unless specified, any other third-party software including, but not limited to, operating system licenses, database software licenses, client access licenses, and anti-virus software is not included. Customer has no right to software that has reached the published end of sale date.

6.1.1 Functionality. Customer is entitled to functionality previously purchased or bundled with the software if available in the version or update released on or after the start date of the Agreement. Customer acknowledges that certain functionality in current and previous software versions may not be available in future new software versions. Customer is not entitled to any package, functionality, or configuration of the software that was available but not previously purchased on a capital basis. This exclusion does not prevent Customer from receiving anything that was moved to the general release available to all customers, or the specific bundle previously purchased by Customer.

6.1.2 Hardware updates and replacement. Software versions, updates, and fixes may require hardware updates or replacement. Customer is responsible for any such hardware updates or replacements unless SES Plus and SES Pro are included in the Quotation. Upgrade installation and clinical support of the installation are not included in the base SES offering and will only be provided if such services are included on the Quotation as set forth below.

6.2 To receive new software under this Agreement:

6.2.1 Customer must be in compliance with all terms and conditions of this Exhibit and the Agreement, including the availability of PRS capability and access to the Equipment by Philips personnel;

6.2.2 Customer must identify one (1) Customer representative, in writing to Philips, which will manage and be responsible for Customer’s selection and scheduling of new software version installations under this Exhibit; and

6.2.3 The Equipment that will receive the version or update must meet the specifications of the new software version. Customer shall provide the Equipment hardware or software necessary to meet such specifications.

6.3 Unless specifically included elsewhere in this Agreement, software versions and updates do not include implementation services, applications that were not purchased with the Equipment, including virus protection software, security patches, custom interface software, operating system software, or software updates of third-party software (e.g., Citrix).

6.4 Philips shall have no responsibility to provide software versions or updates for minor software defects that do not impact the intended use of the software or impact patient care.

6.5 Customer may not resell, transfer, or assign the right to such versions, updates, or fixes to any third party. All versions and updates provided to the Equipment under this Exhibit are subject to the terms and conditions of this Exhibit, the Agreement, and any license terms and conditions included in the purchase of the product from Philips or later provided to Customer by Philips.

6.6 Philips will notify Customer if a new version update or upgrade is available. Customer must accept any updates or upgrades within the term of the Agreement. If the Agreement expires after Customer has accepted the available software covered by this Agreement, then Customer is entitled to receive the offered new software version for up to three (3) months following such expiration. If Customer does not accept the version within term of the Agreement, then Philips is under no obligation to provide such new software.

7. Solutions Review.

7.1 During the term of the Agreement, Philips will provide Customer an annual customized review session to provide a deeper understanding, isolate and troubleshoot issues with Customer-configured PIC iX and IBE solution. Review sessions will be scheduled upon Customer request, at a mutually agreeable date and time Monday – Friday, 8:00 AM – 5:00 PM PIC iX System Review sessions will be provided at an off-site location within a reasonable distance of Customer and will include a meal per day per participant. Review Sessions may also be scheduled remotely upon the discretion of either Philips or Customer. Each session will be limited to ten (10) Customer participants and cannot be rescheduled. IBE System Review sessions will be provided to a maximum of eight (8) participants.

7.2 The scope, duration, and delivery methodology of the PIC iX System solutions review sessions will vary and will be defined by Philips with input from Customer but will remain in Philips’ sole discretion and will not exceed twenty-eight (28) hours in aggregate.

8. PerformanceBridge Focal Point.

8.1 During the term of this Agreement, Philips will provide Customer access to the PerformanceBridge Focal Point Licensed Software (“Focal Point”). Access to Focal Point is available to Customer and Philips support personnel working on-site and remotely. Philips will install Focal Point on virtual or physical hardware, pursuant to the system installation and reference guide. Customer will be entitled to all new software versions, updates, telephone (at the number stated in Section 4.1 of this exhibit) and remote support during the term of the Agreement.

8.2 License Grant. Subject to any usage limitations for the Focal Point Licensed Software (referred to in this Section 8 as “Licensed Software”) set forth on the product description found on the Quotation and license restrictions set forth in this Section 8, Philips grants to Customer a non-exclusive and non-transferable right and license to use the Licensed Software in accordance with the Agreement and this Exhibit (the “License”). The License shall continue for the term of the SES Quotation, except that Philips may terminate the License if Customer is in material breach of this Agreement. In such instance of License termination, Customer shall return the Licensed Software and any authorized copies thereof to Philips immediately upon expiration or termination of this License.

8.2.1 The License does not include any right to use the Licensed Software for purposes other than the operation of Philips monitoring products. Customer may not copy, reproduce, sell, assign, transfer, or sublicense the Licensed Software for any purpose without the prior written consent of Philips. Customer shall reproduce Philips’ copyright notice or other identifying legends on such copies or reproductions. Customer will not (and will not allow any third party to) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover the product or Licensed Software by any means whatsoever.

8.2.2 The License shall not affect the exclusive ownership by Philips of the Licensed Software or of any trademarks, copyrights, patents, trade secrets, or other intellectual property rights of Philips (or any of Philips’ suppliers) relating to the Licensed Software.

8.2.3 Customer agrees that only authorized officers, employees, and agents of Customer will use the Licensed Software or have access to the Licensed Software (or to any part thereof), and that none of Customer’s officers, employees, or agents will disclose the Licensed Software, or any portion thereof, or permit the Licensed Software, or any portion thereof, to be used by any person or entity other than those entities identified in the Agreement. Customer acknowledges that certain of Philips’ rights may be derived from license agreements with third parties, and Customer agrees to preserve the confidentiality of information provided by Philips under such third-party license agreements.

8.2.4 The Licensed Software shall be used only on the product(s) covered under this Agreement.

8.2.5 Each license hereunder is limited to one instance of Focal Point per Customer site/location included in the Quotation, and each Focal Point instance is limited to 4,000 device/node connections. A device or node refers to an IP addressable network node, which is a configured component of a Philips Patient Monitoring System/Solution. If additional Focal Point instances are required, determined solely by Philips, they will be provided upon mutual agreement of both parties. If there is more than one (1) site or location, Customer must purchase the appropriate software maintenance coverage for each additional site or location to receive access to the Focal Point license.

8.2.6 Customer acknowledges that the Philips Administrator Account of the Licensed Software, and any related login credentials that Philips provides to Customer, shall not be used, and Customer agrees not to so use, for any reason. Instead, the Licensed Software’s Philips Administrator Account functionality is for use only by Philips and its authorized service representatives.

8.2.7 The Licensed Software shall be used only on the product(s) referenced in the Quotation (“Products”). Customer may transfer the Licensed Software in connection with sale of the Product to a healthcare provider who accepts all of the terms and conditions of this License and Agreement, provided that Customer is not in breach or default of this License, this Agreement, or any payment obligation to Philips.

8.3 Modifications. If Customer modifies the Licensed Software in any manner, all warranties associated with the Licensed Software shall become null and void. This does not apply to patches or software updates provided by Philips to Customer. If Customer or any of its officers, employees, or agents should devise any revisions, enhancements, additions, modifications, or improvements in the Licensed Software, Customer shall disclose them to Philips, and Philips shall have a non-exclusive royalty-free license to use and to sub-license them.

8.3.1 The Licensed Software is licensed to Customer on the basis that (a) Customer shall maintain the configuration of the products as they were originally designed and manufactured and (b) the product includes only those subsystems and components certified by Philips. The Licensed Software may not perform as intended on systems modified by anyone other than Philips or its authorized agents, or on systems which include subsystems or components not certified by Philips. Philips does not assume any responsibility or liability with respect to unauthorized modification or substitution of subsystems or components.

8.3.2 Application Patches. From time-to-time, the Licensed Software may require the remote installation of certain application updates, upgrades, or enhancements to properly maintain the application in accordance with Philips’ specifications (“Application Patches”). Working with Customer, Philips reserves the right to manage all Application Patches. These Application Patches will be sent remotely and securely to Customer’s premise by means of Philips’ Remote Services Gateway. If not deployed, Philips will be prevented from remotely installing such Application Patches to properly maintain the application in accordance with Philips’ specifications.

8.3.3 OS Patches. Focal Point will periodically synchronize with a remote HSDP-based master Window Server Update Services (WSUS) server as defined within the Microsoft WSUS documentation. This synchronization is required for the Focal Point OS Patching feature to maintain an updated list of which Microsoft OS patches have been qualified by Philips and is required for the Focal Point OS Patching feature to function.

8.4 Processing of Personal Data. Other than as set out in Section 8.3 herein, in the event that Customer requests Philips to do so, Philips will process Personal Data only on instruction of Customer as set out in the Agreement and/or other communications made by Customer to Philips (where such instructions are consistent with the terms of the Agreement), unless otherwise required by applicable law (“Instruction(s)”). Customer warrants (a) that its Instructions will comply with applicable law including in relation to the protection of Personal Data and (b) that its Instructions will not cause Philips to violate applicable law. “Personal Data” means the information relating to an identified (or identifiable) individual, and collected, received, generated or otherwise obtained or processed by Philips in relation to or in the context of the Agreement or the relationship with Customer.

8.4.1 Instructions to Philips. The Licensed Software will collect and aggregate machine-to-machine data which may include certain Personal Data (e.g., IP addresses) (“Machine Data”). Customer hereby instructs Philips to process Personal Data (to the extent Personal Data is included in the Machine Data) for or in relation to performing the Services to Customer and other obligations under this Agreement, and as necessary to comply with other reasonable instructions provided by Customer where such Instructions are consistent with the terms of this Agreement. Customer represents and warrants to Philips that, prior to activation of the Philips’ remote access to Customer’s IT network: (1) Customer has the right and the authority to provide the Personal Data to Philips for Philips’ use of such data pursuant to this Agreement, including cross-border transfers; (2) Customer has provided any required notices and obtained any required consents from individuals as required by applicable law to collect and process their Personal Data (which may include medical and health data); (3) Customer is fully and solely responsible for the accuracy, legality and consistency of the Personal Data it provides to Philips, and (4) Customer’s provision to Philips of the Customer Data and Philips’ use of Personal Data pursuant to this Agreement will not violate any applicable law, or privacy policy.

8.4.2 Inability to Provide Data. Customer will notify Philips without undue delay if Customer becomes aware that Customer is unable to meet its obligations under this Section 8. In such cases, Philips will work with Customer in good faith to determine whether and how to deliver the Services.

8.4.3 Protection of Data. Philips will take appropriate commercially reasonable technical and organizational measures to protect the Personal Data, at a level appropriate to the risk, of accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access during the processing.

8.5 Use of Machine Data. Philips acknowledges and agrees that Customer owns all Machine Data. Customer hereby licenses the Machine Data to Philips for use, processing, and aggregation consistent with this Agreement. Philips’ usage will be solely in a primary usage manner to deliver functionality and services to Customer, which includes but is not limited to the aggregation and processing of Machine Data to enable users of the License Software (including Philips) to see statistical and reporting information and to troubleshoot problems that may arise. Customer acknowledges that it can access and copy Machine Data at any time through the Licensed Software application, and that Customer may request in writing that Philips delete the Machine Data.

9. Additional Terms for Technology Refresh Entitlements.

9.1 SES Plus

9.1.1 If included in the Quotation and subject to 9.1.2, and if required for a Philips Patient Information Center iX (PIC iX) software release that is available to Customer through the SES Agreement, Philips will provide Customer with new personal computers (PCs) which run the PIC iX application. For the purpose of this provision, “if required” means PCs do not meet the minimum requirements of a release as specified in the Philips Technical Data Sheet accompanying the software release.

9.1.2 This SES Plus hardware entitlement is a stand ready obligation for releases subsequent to the first major release or version provided to Customer under the SES Agreement. As such, Customer PCs must meet the requirements of the first major release or version, or Customer must upgrade its PCs to meet such requirements via separate capital purchase. Under no circumstances may Customer receive PCs under this entitlement in the first twelve (12) months following the effective date of the Agreement.

9.1.3 If Customer selects SES Plus entitlement, all Sectors under this Agreement shall be charged for this entitlement.

9.2 SES Pro

9.2.1 If included in the Quotation and subject to 9.2.2, and if required for a Philips Patient Information Center iX (PIC iX) software release that is available to Customer through the SES Agreement, Philips will provide Customer with new PCs and Physical Servers for PIC iX application. For the purpose of this provision, “if required” means PCs and Physical Servers do not meet the minimum requirements of a release as specified in the Philips Technical Data Sheet accompanying the software release.

9.2.2 This SES Plus hardware entitlement is a stand ready obligation for releases subsequent to the first major release or version provided to Customer under the SES Agreement. As such, Customer PCs and Physical Servers must meet the requirements of the first major release or version, or Customer must upgrade its PCs or Physical Servers to meet such requirements via separate capital purchase. Under no circumstances may Customer receive PCs or Physical Servers under this entitlement in the first twelve (12) months following the effective date of the Agreement.

9.2.3 If Customer selects the SES Pro entitlement, all Sectors under this Agreement shall be charged for this entitlement.

10. Customer Success Management Services.

10.1 During the term of the Agreement Philips will assign a Customer Delivery Manager familiar with Customer account, key stakeholders, and contract coverage to provide the following:

10.1.1 Philips will schedule and deliver a remote coverage and status review meeting annually, at a mutually agreeable date and time. The status meeting will focus on available entitlements and planning. The status review may outline all Equipment service issues resolved during the previous period and review any open or unresolved issues.

10.1.2 Prior to delivering any new software version, Philips will coordinate with Customer assigned resource to identify and mitigate dependencies relative to the software upgrade and other service agreement entitlements.

10.1.3 The parties will develop a dependency mitigation plan to address resource needs, hardware needs, operating system requirements, interoperability, and other dependencies for the deployment of new software upgrade.

11. True-Up For Sectors Added After initial Quotation.

11.1 Customers without SES Plus or SES Pro. Philips and Customer will review annually the Sectors covered by the Agreement to match the number of Sectors actually installed at Customer’s Site(s). Philips will automatically update Customer invoice to match the current Sectors installed on the True Up date on a go forward basis. To effectuate this update, Philips shall issue a new Quotation and Customer shall issue an updated PO covering any additional Sectors. Philips has no responsibility to Service systems not listed on the then-current Quotation.

11.2 Customers with SES Plus or SES Pro. Philips and Customer will review the Sectors covered by the Agreement each time Customer adds a new Sector to the Agreement. Philips will automatically update Customer invoice to match the current Sectors installed. To effectuate this update, Philips shall issue a new Quotation and Customer shall issue an updated PO covering any additional Sectors. Philips has no responsibility to Service systems not listed on the then current Quotation.

12. Test System.

12.1 Philips will provide software versions for an off-line test system (“Test System”). The Test System is not to be used in a production environment or to provide patient care. No additional services will be provided hereunder for the Test System. Initial capital purchase of Test System licenses and hardware is Customer’s responsibility.

13. Fetal Monitors.

13.1 New software versions for Fetal Monitors will be installed by Philips during an ongoing upgrade project for PICs or MP/MX bedsides, when a new version is made commercially available. Training for Fetal Monitoring is not included, and if required, Customer must purchase a Training entitlement.

14. Vital Signs.

14.1 Philips will only provide new software for the Vital Signs and VM monitors specified below on a like for like basis with Customer’s existing configuration and features. Philips will not provide any installation labor to upgrade Vital Signs monitors. Installation of all Vital Signs monitor software will be Customer’s responsibility. Vitals Signs software provided under this Agreement is limited to VS30 via Incenter, VS3/VS4, VM, VSI and VS2+ monitors only. Any new configuration and features must be purchased on a capital basis and will then be updated under this Agreement.

14.2 The upgrade part numbers available under this Agreement are listed below. For any Vital Signs models not listed below, Customer must download the software from Philips Incenter.

863089 – SureSigns VM Software Upgrade Kit

863090 – SureSigns VS3 Software Upgrade Kit

863295 – SureSigns VSI, VS2+ Software Upgrade Kit

15. PIC iX Data Warehouse Connect (DWC).

15.1 New software versions for DWC will only be installed and are included by Philips during an ongoing upgrade project for PIC iX. Customers who wish to install a new version of DWC outside the PIC iX implementation cycle will need to pay an additional implementation fee. Customer must purchase the original DWC license to be covered by this Agreement.

16. CareEvent (Event Notification) Event Management System.

16.1 If included in the Quotation, new software versions for CareEvent (Event Notification) will only be installed by Philips during an ongoing upgrade project for PICs iX. Customer must meet minimum requirements for PIC iX Revision 4.x or higher. Requests by Customer outside an ongoing upgrade project for PIC iX shall be at an additional cost, subject to resource availability.

17. System Healthcheck.

17.1 During the term of the Agreement Philips will provide one (1) on-site visit per contract year, scheduled Monday through Friday between 8:00 AM – 5:00 PM, to evaluate Equipment and network health and compatibility. The entitlement under this section is specifically designed to work in conjunction with each year's SES Services and cannot be carried over to future contract years. Following each annual visit, Philips will provide Customer a report with recommendations relative to the Equipment.

18. Clinical Implementation Services.

18.1 If included in the Quotation, Philips will provide implementation (virtually or on-site as necessary) services for new versions or updates that Customer is entitled to receive under this Agreement, at a time mutually agreed to by Philips and Customer. Scope, duration, and delivery methodology of the clinical support of installation and clinical education will vary by new version, update, or fix and will be defined by Philips at Philips’ sole discretion.

18.2 After Hours Support. If included in the quote, Clinical Implementation after hour support will be provided between the hours of 7 PM – 7 AM, including weekends and holidays if needed.

18.3 Go-Live Support. Philips will provide on-site clinical go-live support during the implementation for new version upgrades and updates. Go-live support will be scheduled between 7:00 AM – 7:00 PM Monday through Friday, relative to the new software version. Customer may request additional go-live support, or go-live support outside of standard hours, at an additional cost.

18.4 Clinical Education. Clinical services will be scheduled between 7:00 AM – 7:00 PM Monday through Friday, relative to the new software version. Customer may request additional clinical education or clinical education outside of standard hours from the assigned Philips clinical consultant, at an additional cost.

18.4.1 Clinical Education class size is limited to ten (10) participants;

18.4.2 Customer will provide a suitable location for on-site classroom education; and

18.4.3 Customer will provide full and free access and use of the Equipment for education.

18.5 Equipment Configuration. Configuration services will be scheduled between 7:00 AM – 7:00 PM Monday through Friday, as coordinated with the assigned Philips clinical consultant, and are limited to the new software version implementation. Customer will provide access and use of their equipment. Configurations are based on current monitoring solution. If expert screen services are required, as determined solely by Philips, they are available at an additional cost.

18.6 User Acceptance Testing. Following implementation of a new software version or Equipment Configuration services. Philips and Customer will perform user acceptance testing. Philips will provide Customer with an electronic copy of the resultant configuration files and reports.

18.7 Scheduling. Customer must schedule all Clinical Implementation Services, except Online Education, at least eight (8) weeks prior to the desired date for Philips to deliver the applicable service. If Customer representative does not schedule the Clinical Implementations Services with Philips in accordance with this Exhibit, then Philips shall not be obligated to perform such Clinical Services.

18.8 Travel Expenses. Unless otherwise stated in the Quotation, Philips’ travel expenses for all Clinical Implementation Services delivered at Customer site are included in the price described in the Agreement.

19. Clinical Advanced Services.

19.1 If included in the quotation, Philips will provide a set number of Clinical Advanced Services projects, based on the contract term as outlined in the table below. These projects will be coordinated by Philips Clinical Professional Services (CPS) team with input from the Philips Clinical Lead.

SES Contract Term in Years	Maximum number of Projects
4	2
5	3
6-7	4
8-9	5
10	6

19.2 The CPS team will initiate the Clinical Advanced Services projects with Customer to define the journey map and outline/agree upon the project goals.

19.3 Customer will provide a project lead to ensure Customer responsibilities for the Clinical Advanced Services projects are completed. Customer responsibilities include but are not limited to 1) scheduling observations, meetings, and events; 2) scheduling staff interviews; 3) assisting with data gathering; and 4) scheduling report-out meetings.

19.4 Clinical Advanced Services projects will be mutually determined by Customer’s designated lead and the Philips CPS Clinical Lead. A project is scoped by practice area and includes a maximum of two (2) planned goals. Specific details regarding the types of such projects are available to customers from their Philips clinical consultant.

20. Advanced Technology Service.

20.1 If included in the Quotation, Philips will provide on-site installation services for new versions that Customer is entitled to receive under this Agreement, at a time mutually agreed to by Philips and Customer, Monday through Friday between 8 AM and 5 PM, excluding Philips holidays.

20.2 For full version upgrade and update projects, Philips Project Manager, FSE, Network Engineer, and Integration Engineer will provide remote or on-site consultative advisory services as needed.

20.3 Philips technical resource will provide consultative advisory services may be provided up to two (2) times per contract year either on-site or remote, as determined by Philips, based upon Customer need.

20.4 If purchased with this Agreement, Philips will provide on-site installation of validated Microsoft operating system patches available for the Philips PIC iX system(s) and IBE up to four (4) times per contract year. Additionally, Philips will also provide up to two (2) on-site visits per contract year for emergency patch support, as determined by Philips. PIC iX system(s) and IBE are the only elements for this entitlement other elements (e.g., Cisco switches) are NOT included in the patching provisions of the SES, and if Customer wants Philips to patch the switches, it will be done via time and material quote.

21. Customer Responsibilities.

21.1 System Administrator. Customer shall designate an individual(s) to serve as Customer system administrator (“System Administrator”) and an alternate, who will serve as Philips’ primary support contacts. These individuals should be familiar with all aspects of training provided by Philips, including end-user and system administrator training. In addition, the System Administrator shall maintain the integrity of the Equipment operation and ensuring that proper backup procedures are in place as outlined in the System Installation and Reference Guides.

21.2 Remote Access. Customer must provide necessary uninterrupted remote access, required information, and support for the Equipment to connect to Philips Remote Service (“PRS”). PRS is the basis for Services delivered under this Exhibit. Customer waives all rights to services and service deliverables under this agreement unless PRS connectivity is enabled and maintained.

21.3 Security. Customer is solely responsible for providing adequate security to prevent unauthorized Equipment access to Philips (or its third-party vendors) proprietary and confidential information.

21.4 Software Version Levels. Customer must maintain the Equipment at a currently supported version to receive support under this Exhibit.

21.5 Hardware Revision Levels. Customer must maintain all associated Equipment hardware, firmware, and middleware at the required revision levels for the software version. To receive software versions and updates, Customer must maintain all associated hardware to the then-current specification for the software versions and updates.

21.6 Data Reconstruction. Customer shall follow the recommended back-up processes as outlined in the Equipment Installation or Reference Guide. Customer is responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered patient records, files, programs, or data. Philips is not responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered files, data, or programs.

21.7 Intermediate Resolutions. Customer shall implement any intermediate resolutions or workarounds as requested by Philips while Philips seeks a long-term resolution.

22. Service Limitations.

22.1 Software Restoration. If the software fails and the supported application software requires restoration, then Philips will reinstall the application software, database software, and operating system to the revision level that existed prior to the malfunction or failure and Philips will attempt to reinstall Customer-created data backup. If Customer-created data backup cannot be used to re-install any data to the Equipment, Customer will hold sole responsibility for the loss of data. Custom or third-party software, custom database configurations or reports, and Customer-written product interfaces are not included. If an Equipment failure is attributed to hardware not supported under the Agreement, Customer shall restore the software, operating system, and database software before Philips begins any software restoration efforts.

22.2 Anti-Virus Statement. Philips software is a computer-based medical product and, therefore, may be subject to attack by outside computer viruses. The software required to prevent attack by a computer virus must be constantly monitored and updated. Customer shall install and maintain its own anti-virus software in accordance with the Equipment Installation or Reference Guide. Philips shall use reasonable efforts to notify Customer if Philips becomes aware of any virus in the software licensed to Customer under this Agreement.

22.3 Non-Philips Software Assistance. Requests for assistance with hardware, operating systems, communications network, third-party software, printer configuration, etc., are outside the scope of this Agreement.

23. Exclusions.

In addition to the Service Exclusions set forth in the Agreement, the following Service Exclusions apply to the applicable Monitoring Analytics and Therapeutic Care Services.

23.1 Any combining of the Equipment with a non-qualified device. A non-qualified device is:

23.1.1 any product (hardware, firmware, software, or cabling) not supplied by Philips, whether used internal or external to Equipment without Philips’ approval. Examples include, software patches, security fixes, and service packs from the operating system, web browser, or database software manufacturer(s);

23.1.2 any product supplied by Philips that has been modified by Customer or any third party;

23.1.3 any product maintained under this Agreement in which Customer does not allow Philips to incorporate engineering improvements; and

23.1.4 any product that has reached its End of Life.

23.2 Operating system software issues that manifest themselves in non-performance of another installed application and affect use or performance of the Equipment.

23.3 If the Equipment covered by this Exhibit is software only, then notwithstanding anything to the contrary in the Agreement or this Exhibit, network, hardware and parts are not included in the Services.

23.4 Any network related problems.

23.5 The cost of Consumables, software media, and cassettes.

24. Joint Marketing Plan.

24.1 Philips agrees to provide reasonable assistance to Customer in marketing the benefits of the Services in accordance with a joint marketing plan to be mutually developed within eighteen (18) months of the Effective Date. Philips and Customer agree that each respective marketing team will work collaboratively and gain joint approval prior to marketing the partnership.

25. Customer Contact.

25.1 Customer will designate an individual, as may be updated from time-to-time, who will act on its behalf to work with Philips and coordinate Customer’s SES entitlements during the Agreement. Customer will provide Philips such delegate’s name, title, phone number, and e-mail address.

26. License and Warranty for Software Licensed as Part of this Agreement.

Excluding Focal Point, all software provided to Customer under this Agreement (specifically excluding all software which Customer has access to without this Agreement which remains subject to its original terms of purchase) is subject to the following license terms.

26.1 License Grant.

26.1.1 Subject to any usage limitations for the Licensed Software set forth on the product description of the Quotation, Philips grants to Customer a nonexclusive and non-transferable right and license to use the computer software package (“Licensed Software”) in accordance with the terms of the Quotation and these Terms and Conditions. The License shall continue for as long as Customer continues to own the product, except that Philips may terminate the License if Customer is in breach or default of these Terms and Conditions and/or the Quotation. Customer shall return the Licensed Software and any authorized copies thereof to Philips immediately upon expiration or termination of this License.

26.1.2 The License does not include any right to use the Licensed Software for purposes other than the operation of the product. Customer may make one copy of the Licensed Software in machine-readable form solely for backup purposes. Philips reserves the right to charge for backup copies created by Philips. Except as otherwise provided under Section 24.1.6, Customer may not copy, reproduce, sell, assign, transfer, or sublicense the Licensed Software for any purpose without the prior written consent of Philips. Customer shall reproduce Philips’ copyright notice or other identifying legends on such copies or reproductions. Customer will not (and will not allow any third party to) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover the product or Licensed Software by any means whatsoever.

26.1.3 The License shall not affect the exclusive ownership by Philips of the Licensed Software or of any trademarks, copyrights, patents, trade secrets, or other intellectual property rights of Philips (or any of Philips’ suppliers) relating to the Licensed Software.

26.1.4 Customer agrees that only authorized officers, employees, and agents of Customer will use the Licensed Software or have access to the Licensed Software (or to any part thereof), and that none of Customer’s officers, employees, or agents will disclose the Licensed Software, or any portion thereof, or permit the Licensed Software, or any portion thereof, to be used by any person or entity other than those entities identified on the Quotation. Customer acknowledges that certain of Philips’ rights may be derived from license agreements with third parties, and Customer agrees to preserve the confidentiality of information provided by Philips under such third-party license agreements.

26.1.5 The Licensed Software shall be used only on the product(s) referenced in the Quotation.

26.1.6 Customer may transfer the Licensed Software in connection with sale of the product to a healthcare provider who accepts all of the terms and conditions of this License; provided that Customer is not in breach or default of this License, the Terms and Conditions of Sale, or any payment obligation to Philips.

26.2 Modifications.

26.2.1 If Customer modifies the Licensed Software in any manner, all warranties associated with the Licensed Software and the products shall become null and void. Customer installation of Philips issued patches or updates shall not be deemed to be modification. If Customer or any of its officers, employees, or agents should devise any revisions, enhancements, additions, modifications, or improvements in the Licensed Software, Customer shall disclose them to Philips, and Philips shall have a non-exclusive royalty-free license to use and to sub-license them.

26.2.2 The Licensed Software is licensed to Customer on the basis that (a) Customer shall maintain the configuration of the products as they were originally designed and manufactured and (b) the product includes only those subsystems and components certified by Philips. The Licensed Software may not perform as intended on systems modified by other than Philips or its authorized agents, or on systems which include subsystems or components not certified by Philips. Philips does not assume any responsibility or liability with respect to unauthorized modification or substitution of subsystems or components.

26.3 Stand-alone Licensed Software. For a period of ninety (90) days from the date Philips makes Stand-alone Licensed Software available for first patient use, such Stand-alone Licensed Software shall substantially conform to the technical user manual that ships with the Stand-alone Licensed Software. “Stand-alone Licensed Software” means sales of Licensed Software without a contemporaneous purchase of a server for the Licensed Software. If Philips is not the installer of the Stand-alone Licensed Software, the foregoing warranty period shall commence upon shipment.

26.4 Philips’ sole obligations and Customer’s exclusive remedy under any product warranty are limited, at Philips’ option, to the repair or the replacement of the product or a portion thereof within thirty (30) days after receipt of written notice of such material breach from Customer (“Product Warranty Cure Period”) or, upon expiration of the Product Warranty Cure Period, to a refund of a portion of the purchase price paid by Customer, upon Customer’s request. Any refund will be paid to Customer when the product is returned to Philips. Warranty service outside of normal working hours (i.e., 8:00 AM – 5:00 PM, Monday through Friday, excluding Philips’ observed holidays), will be subject to payment by Customer at Philips’ standard service rates.

26.5 This warranty is subject to the following conditions: the product: (a) is to be installed by authorized Philips representatives (or is to be installed in accordance with all Philips installation instructions by personnel trained by Philips); (b) is to be operated exclusively by duly qualified personnel in a safe and reasonable manner in accordance with Philips’ written instructions and for the purpose for which the products were intended; and, (c) is to be maintained and in strict compliance with all recommended and scheduled maintenance instructions provided with the product and Customer is to notify Philips immediately if the product at any time fails to meet its printed performance specifications. Philips’ obligations under any product warranty do not apply to any product defects resulting from improper or inadequate maintenance or calibration by Customer or its agents; Customer or third party supplied interfaces, supplies, or software including without limitation loading of operating system patches to the Licensed Software and/or upgrades to anti-virus software running in connection with the Licensed Software without prior approval by Philips; 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 viruses or similar software interference resulting from connection of the product to a network. Philips does not provide a warranty for any third-party products furnished to Customer by Philips under the Quotation; however, Philips shall use reasonable efforts to extend to Customer the third-party warranty for the product. The obligations of Philips described herein and in the applicable product-specific warranty document are Philips’ only obligations and Customer’s sole and exclusive remedy for a breach of a product warranty.

26.6 THE WARRANTIES SET FORTH HEREIN AND IN PHILIPS’ WARRANTY DOCUMENT WITH RESPECT TO A PRODUCT (INCLUDING THE SOFTWARE PROVIDED WITH THE PRODUCT) ARE THE ONLY WARRANTIES MADE BY PHILIPS IN CONNECTION WITH THE PRODUCT, THE SOFTWARE, AND THE TRANSACTIONS CONTEMPLATED BY THE QUOTATION, AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Philips may use refurbished parts in the manufacture of the products, which are subject to the same quality control procedures and warranties as for new products.

27. Philips Intellivue Products.

27.1 The following applies in the event Customer elects to use the Philips IntelliVue Information Center on its general network versus dedicating a separate IntelliVue Clinical Network to support the communication between the Philips IntelliVue Information Center and the Philips IntelliVue bedside Vital Signs Patient Care Monitors:

27.1.1 The Philips IntelliVue Information Center is a secondary vital signs monitoring tool that is used by Customers to monitor the activity arising from alarms that sound from a Vital Signs Patient Care Monitor at the patient bedside. Philips advises that the likelihood of network or bandwidth outages is generally greater when using a medical device on a general network vs. a network dedicated solely to its use. In the event of a network or bandwidth outage were to directly affect the Philips IntelliVue Information Center’s ability to communicate with a bedside Monitor, the Philips IntelliVue Information Center would not be available to get real time alarm information from a bedside Monitor. Accordingly, Customer is reminded that its nursing protocols at the patient room floor must be based on using the Philips bedside Monitor, at all times, as the primary medical device to use and respond to, for monitoring patient’s vital signs at the patient bedside.

27.1.2 Philips does not sell anti-virus software with these products. Customer bears the sole responsibility to purchase and manage all virus issues in connection with the products. Use of anti-virus in a manner not recommended in the user manual or without patch validation with Philips is Customer’s sole responsibility or risk.

27.1.3 Philips IntelliVue Information Center. PIIC iX supports multiple antivirus solutions. See the document PIIC iX and PIIC Antivirus Software Use and Configuration Guide for details.

13. ADDITIONAL TERMS AND CONDITIONS FOR MONITORING ANALYTICS & THERAPEUTIC CARE CAREEVENT EVENT MANAGEMENT SYSTEM, EVENT NOTIFICATION, OR GUARDIAN SOFTWARE MAINTENANCE AGREEMENT

1. Services Provided.

1.1 Commencing on the Effective Date and subject to the limitations below, Philips will provide Services listed on the Quotation(s) for the Equipment.

Table 1 - Coverage Types
Coverage Types	Telephone and Remote Support	Software Upgrades	Installation Services for Software Upgrades
CareEvent Software Maintenance Agreement Standard	Included	Included	Included (Remotely)
CareEvent Software Maintenance Agreement Basic	Included	Included	Up to 2 per term (Remotely)
Guardian Software Maintenance Agreement Standard	Included	Included	Included (Remotely)

1.1 Definitions.

1.1.1 Software Version: Introduces major release with significant new features and functionality.

1.1.2 Software Update: Provides minor enhancements or improvements to performance, maintainability, and serviceability.

1.1.3 Software Fix: Corrects Product Defect.

1.1.4 Equipment: CareEvent Event Management System or Guardian Software only.

2. Telephone and Remote Support.

2.1 Telephone Support. Telephone and Remote Support coverage is included with all service agreements identified in this Exhibit. Technical and Clinical Telephone and Remote Support coverage services are available twenty-four (24) hours per day, seven (7) days per week including Philips recognized holidays. Philips Customer Care Support Line Call + 1 800-722-9377.

2.2 Remote Access & Diagnostics. Philips may remotely access the Equipment to perform Services. Customer shall provide Philips’ access to the Equipment.

2.3 InCenter Access. Philips will provide access to Philips web-based support tool for the System(s) covered under the Service Agreement.

3. Interface Support.

Philips supports the DICOM and HL7 communication to and from the Equipment, as they exist at the Equipment Site at the time of installation. In the case of upgrades, Philips shall provide the following software maintenance services:

3.1 If the Philips System, interoperability mapping engine, or biomedical device is upgraded to the latest version, Philips will restore the inbound / outbound communication to the pre-upgrade condition with like-for-like parameters.

3.2 Philips' interface support does not include the modification of any interface due to interface changes in third-party hardware or software or replacement of Philips interoperability mapping engine product with a different interoperability engine product. In the case of a planned upgrade of the Equipment that involves modifications to the interface specifications, Philips requires that detailed technical information on such modifications be made available to Philips at least ninety (90) days in advance of the planned upgrade. In such a case, Philips shall work with the third party to understand changes in interface specifications and format and may modify and upgrade the Equipment to support such new interface specifications at a schedule and additional cost to be mutually approved by Philips and Customer.

4. Software Versions and Updates.

If a software version or update is available for the Equipment, is included in the Agreement, and the requirements of the Agreement are satisfied, then Philips will upgrade the Equipment application software during the term of the Agreement as follows:

4.1 Philips will provide software upgrades consisting of updates and new versions of, software for existing applications. Upgrades for MP5SC and SureSign monitors are not included with Guardian SMA. CareEvent SMA does not provide any upgrades for bedside monitors. Unless specified, third party software including, but not limited to operating system licenses, database software licenses, client access licenses, and anti-virus software is not included. Hardware updates and replacement are not included. Customer has no right to software, which has reached the published end of sale date. When required for the upgrade, Philips will provide operating system licenses and database software licenses (SQL) for the CareEvent application.

4.1.1 Functionality. Customer is entitled to additional functionality previously purchased or bundled with the software if available in the version or update released on or after the start date of the Agreement. Customer acknowledges that certain functionality in current and previous software versions may not be available in future upgrades. Added functionality may require additional paid services (clinical and technical) to configure and support.

4.1.2 Hardware updates and replacement. Software versions, updates and fixes may require hardware updates or replacement. Customer is responsible for any such hardware updates or replacements. Upgrade installation and clinical support of the installation are subject to the terms of this Agreement.

4.2 To receive an upgrade:

4.2.1 Customer must be in compliance with all terms and conditions of this Exhibit and the Agreement, including the availability of Philips remote service capability and access to the Equipment by Philips personnel;

4.2.2 Customer must identify one Customer representative, in writing to Philips, which will manage and be responsible for Customer’s selection and scheduling of upgrades installation under this Exhibit; and

4.2.3 The Equipment that will receive the version or update must meet the specifications of the upgrade. Customer shall provide the Equipment hardware or software necessary to meet such specifications.

4.3 Unless specifically included elsewhere in this agreement, software versions and updates do not include implementation services, applications that were not purchased with the Equipment, including virus protection software, security patches, custom interface software, operating system software, software updates of third-party software (e.g., Citrix).

4.4 Philips shall have no responsibility to provide software versions or updates for minor software defects.

4.5 Customer may not resell, transfer, or assign the right to such versions, updates, or fixes to any third party. All versions and updates provided to the Equipment under this Exhibit are subject to the terms and conditions of this Exhibit, the Agreement, and any license terms and conditions included in the purchase of the Equipment from Philips or later provided to Customer.

4.6 Philips will notify Customer if a new version update or upgrade is available. If Customer chooses to receive an upgrade, then Customer must register for the upgrade by responding in writing within three (3) months of the date of Philips notice. If Philips does not receive such response from Customer within the three-month period, then Philips is under no obligation to provide such upgrade. If the Agreement expires after Philips notifies Customer that an upgrade is available, then Customer is entitled to receive the offered upgrade for three (3) months following such termination.

4.7 If Philips does not release a new version update or upgrade during any twenty-four (24) month period during the term of the Agreement and Customer does not have the latest available software version, then Philips will, at Customer’s request, provide Customer with an upgrade to the latest available software version. If Philips does not receive such request from Customer prior to the expiration or termination of the Agreement, then Philips is under no obligation to provide such upgrade.

5. Installation Services for Software, Versions, and Updates.

5.1 Philips will install the new versions updates or upgrades that Customer is entitled to receive under this Agreement remotely, at a time mutually agreed to by Philips and Customer. Philips will provide clinical support during the installation that Customer is entitled to receive under the purchased coverage type. If Customer requires additional clinical services, then Philips will provide such services to Customer at Philips’ then current labor rates. Clinical support at the installation will be provided in support of the new software version installation. Clinical support at the installation may be provided remotely.

6. Clinical Support of the Installation.

6.1 New version upgrade or update installation shall take place during standard coverage hours, Monday through Friday between 8:00 AM and 5:00 PM local time, excluding Philips observed holidays. Philips will perform the clinical support of the installation (“Go-Live Support”) and clinical configuration of the upgraded software with like for like workflow functionality for new version and updates that Customer is entitled to receive under this Agreement, at a time mutually agreed to by Philips and Customer. Scope, duration, and delivery methodology of the clinical support of the installation or clinical education (if purchased separately) will vary by type of upgrade and will be defined by Philips at Philips’ sole discretion. Customer will provide full and free access and use of the Equipment for education. If Customer requires installations not provided in the Agreement’s entitlements, installation support, or clinical services, or if services are not included with the agreement, then Philips will provide such installation or services to Customer at Philips then current labor and material rates.

7. Test System.

7.1 If applicable Philips will provide software for an off-line test system after first time commercial purchase of licenses and associated hardware. The Test System is not to be used in a production environment or with patients.

8. Customer Success Management Services.

During the term of the Agreement Philips will assign a Customer Delivery Manager familiar with Customer account, key stakeholders, and contract coverage to provide the following:

8.1 Philips will schedule and deliver a remote coverage and status review meeting annually, at a mutually agreeable date and time. The status meeting will focus on available entitlements and planning. The status review may outline all Equipment service issues resolved during the previous period and review any open or unresolved issues.

8.2 Prior to delivering any new software version, Philips will coordinate with Customer assigned resource to identify and mitigate dependencies relative to the software upgrade and other service agreement entitlements.

8.3 The parties will develop a dependency mitigation plan to address resource needs, hardware needs, operating system requirements, interoperability, and other dependencies for the deployment of new software upgrade.

9. Annual Review.

9.1 If applicable, Philips and Customer will annually review the Equipment covered by the Agreement to match quantities of Equipment actually in use at the Site(s). Philips may update the Agreement to match this inventory, including adjusting price based on actual Equipment. Philips has no responsibility to service equipment not listed on the original or updated Agreement.

10. Customer Responsibilities.

10.1 System administrator. Customer shall designate an individual(s) to serve as Customer system administrator (“System Administrator’) and an alternate, who will serve as Philips’ primary support contacts. These individuals should be familiar with all aspects of training provided by Philips, including end-user and system administrator training. In addition, the System Administrator shall maintain the integrity of the Equipment operation and ensuring that proper backup procedures are in place as outlined in the System Installation and Reference Guides.

10.2 Remote access. Customer must provide necessary remote access, required information, and support for the Equipment to connect to Philips Remote Service (PRS). PRS is the basis for Services delivered under this Exhibit. Customer waives all rights to services and service deliverables under this agreement unless PRS connectivity is enabled and maintained.

10.3 Security. Customer is solely responsible for providing adequate security to prevent unauthorized Equipment access to Philips (or its third-party vendors) proprietary and confidential information.

10.4 Software version levels. Customer must maintain the Equipment at a currently supported version to receive support under this Exhibit.

10.5 Hardware revision levels. Customer must maintain all associated Equipment hardware, firmware, and middleware at the required revision levels for the software version. To receive software versions and updates, Customer must maintain all associated hardware to the then-current specification for the software versions and updates.

10.6 Data reconstruction. Customer shall follow the recommended back-up processes as outlined in the Equipment Installation or Reference Guide. Customer is responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered patient records, files, programs, or data. Philips is not responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered files, data, or programs.

10.7 Intermediate Resolutions. Customer shall implement any intermediate resolutions or workarounds as requested by Philips while Philips seeks a long-term resolution.

11. Service Limitations.

11.1 Software Restoration. If the software fails and the supported application software requires restoration, then Philips will reinstall the application software, database software, and operating system to the revision level that existed prior to the malfunction or failure and Philips will attempt to reinstall Customer-created data backup. If Customer-created data backup cannot be used to re-install any data to the Equipment, Customer will hold sole responsibility for the loss of data. Custom or third-party software, custom database configurations or reports, and Customer-written product interfaces are not included. If an Equipment failure is attributed to hardware not supported under the Agreement, Customer shall restore the software, operating system, and database software before Philips begins any software restoration efforts.

11.2 Anti-Virus Statement. Philips software is a computer-based medical product and, therefore, may be subject to attack by outside computer viruses. The software required to prevent attack by a computer virus must be constantly monitored and updated. Customer shall install and maintain anti-virus software in accordance with the Equipment Installation or Reference Guide. Philips shall use reasonable efforts to notify Customer if Philips becomes aware of any virus in the software licensed to Customer under this Agreement.

11.3 Non-Philips Software Assistance. Requests for assistance with hardware, operating systems, communications network, third-party software, printer configuration, etc., are outside the scope of this Agreement.

12. Exclusions.

In addition to the Service Exclusions set forth in the Agreement, the following Service Exclusions apply to the applicable Monitoring Analytics and Therapeutic Care Services.

12.1 Any combining of the Equipment with a non-qualified device. A non-qualified device is:

12.1.1 Any product (hardware, firmware, software, or cabling) not supplied by Philips, whether used internal or external to Equipment without Philips’ approval. Examples include, software patches, security fixes, and service packs from the operating system, web browser, or database software manufacturer(s);

12.1.2 Any product supplied by Philips that has been modified by Customer or any third party;

12.1.3 Any product maintained under this Agreement in which Customer does not allow Philips to incorporate engineering improvements; and

12.1.4 Any product that has reached its End of Life.

12.2 Operating system software issues that manifest themselves in non-performance of another installed application and affect use or performance of the Equipment.

12.3 If the Equipment covered by this Exhibit is software only, then notwithstanding anything to the contrary in the Agreement or this Exhibit, hardware and parts are not included in the Services.

12.4 Any network related problems.

12.5 The cost of consumable materials, including batteries, software media, and cassettes.

14. ADDITIONAL TERMS AND CONDITIONS FOR MONITORING ANALYTICS & THERAPEUTIC CARE ENTERPRISE SOFTWARE MAINTENANCE AGREEMENT HARDWARE SUPPORT COVERAGE

1. If included in the Agreement, Philips will provide hardware support Services during standard coverage hours, Monday through Friday, 8:00 AM to 5:00 PM local time, excluding Philips recognized holidays. Hardware support coverage provides Customer’s technical or biomed support organization with clinical and technical phone support, troubleshooting, parts, and repairs, as follows:

2. Support Parts.

2.1 If the Agreement includes Support Parts, then Philips will provide the technical and clinical phone support and parts for corrective services for Equipment hardware covered under this Exhibit. Unless otherwise specified, parts will be shipped via priority delivery.

3. Support Parts with Second Response.

3.1 If the Agreement includes Support Parts with Second Response, then Philips will provide the technical and clinical phone support, parts and second response for corrective services for Equipment hardware covered under this Exhibit. Unless otherwise specified, parts will be shipped via priority delivery.

4. Comprehensive On-site.

4.1 If the Agreement includes Comprehensive On-site, then Philips will provide the technical and clinical phone support, parts, and comprehensive on-site support for corrective services for Equipment hardware covered under this Exhibit. Unless otherwise specified, parts will be shipped via priority delivery.

15. ADDITIONAL TERMS AND CONDITIONS FOR MONITORING ANALYTICS & THERAPEUTIC CARE SERVICE AGREEMENTS

1. Services Provided.

1.1 Commencing on the Effective Date and subject to the limitations below, Philips will provide Services listed on the Quotation(s) for Equipment.

Agreement Type	Telephone and Remote Support	On-Site Response Time	On-Site Labor	On-Site Travel	Parts	Priority Parts Delivery
Comprehensive On-site Support	24x7x365 Two Hour Response	On-Site Next Business Day†	Included	Included	Included††	Included
Support Parts Agreement	24x7x365 Two Hour Response	Not Applicable	Not Applicable	Not Applicable	Included††	Included
Support Parts Agreement with Second Response	24x7x365 Two Hour Response	On-Site Next Business Day†	Included	Included	Included††	Included
Bench Repair Service	24x7x365 Two Hour Response	Not Applicable	Included – Remote Only	Not Applicable, Return Shipping Only	Included††	Typical Bench Repair Time: 3-6 business day return†
Unit Exchange Services	24x7x365 Two Hour Response	Not Applicable	Not Applicable	Not Applicable	Unit exchange only	Typical Unit Exchange Time: Next business day exchange†
Biomed Assist Services	24x7x365 Two Hour Response	Not Applicable	Not Applicable	Not Applicable	Discount Applied	Included

†Excluding Philips recognized holidays
††Excluding Supplies and Accessories

2. Response Time Definitions.

2.1 “Initial Telephone Response” is the time for a qualified Philips service representative to make direct telephone contact with Customer following a request for Service.

2.2 “On-Site Response Time” is the time for a qualified Philips service representative to arrive on-site to begin service.

2.3 “Typical Bench Repair Time” is the time for a qualified Philips service representative to repair and return Customer’s existing Monitoring Analytics and Therapeutic Care equipment (from Philips receipt of the device to Philips shipment of such equipment to Customer).

2.4 “Typical Unit Exchange Time” is the time for a qualified Philips service representative to exchange Customers’ Monitoring Analytics and Therapeutic Care equipment with a new and/or refurbished device.

2.5 “Philips Next Business Day” response depends on the location of Customer. Philips response time will be: (i) next business day response time for Sites located within 100 miles of the responding Philips Field Service Engineer, (ii) two (2) business days for Sites located within 101 – 200 miles of the responding Philips Field Service Engineer, (iii) three (3) business days for Sites located within 201 – 300 miles of the responding Philips Field Service Engineer, and (iv) the response time described in the Agreement for Sites located greater than 301 miles of the responding Philips Field Service Engineer.

3. Coverage.

3.1 Telephone and Remote Support. Telephone and remote support coverage is included with all service agreements identified in this Exhibit. Reference the table under Section 1.1 of this Exhibit for specific telephone and remote support hours. Philips Customer Care Support Line Call + 1 800-722-9377.

3.2 Remote Access and Diagnostics. Philips may remotely access the Equipment to perform Services. Customer shall provide Philips access to the Equipment.

3.3 On-Site Labor and Travel. Philips will provide the labor and travel necessary for the delivery of corrective maintenance Services during on-site Service coverage hours. On-site service coverage hours are Monday to Friday, 8:00 AM to 5:00 PM excluding holidays.

3.4 Extended Coverage Hours. Extended coverage hours for on-site labor coverage are seven (7) days per week, twenty-four (24) hours per day, including Philips holidays.

3.5 Overtime On-Site Labor and Travel. If extended coverage hours are not included, then overtime on-site labor will be billed at a preferred rate.

3.6 Parts and Priority Delivery of Parts. Philips will provide the parts for corrective maintenance services. Priority Delivery of parts is next business day delivery for parts ordered prior to 3:00 PM Eastern.

3.7 Planned Maintenance. If Planned Maintenance Service is included in the Agreement, then Philips will provide Customer a planned maintenance schedule for the Equipment. Philips will provide such planned maintenance during the service coverage hours at a mutually agreed upon time. Customer will make the Equipment available in accordance with this Exhibit. Philips will provide planned maintenance on the Equipment at scheduled intervals. Philips may perform Planned Maintenance activities at the Philips repair facility for certain Monitoring Analytics and Therapeutic Care equipment. If loaner equipment is included in the service agreement and provided to Customer, then Customer will execute a loaner agreement to document its responsibility for any loss or damage to such equipment while in Customer’s possession. All terms and conditions of the Agreement and this Exhibit will apply to the loaner equipment.

4. Customer Responsibilities.

4.1 Support Parts Agreement.

4.1.1 Ensure that all Monitoring Analytics and Therapeutic Care equipment of the same model number at Customer Site is covered by the same Support Parts Agreement program, a separate Philips service agreement (except Biomed Assist Services), or Philips standard warranty. If such service agreement or warranty expires during the term of this Agreement, then all equipment of the same model as the Monitoring Analytics and Therapeutic Care equipment must be added to the existing Support Parts Agreement program (except Biomed Assist Services) or a new Philips service agreement that includes a Support Parts Agreement.

4.1.2 Designate and train a biomedical engineer and an alternate, who will serve as Philips’ primary support contacts. Such individuals must be familiar with all aspects of biomedical training provided by Philips. In addition, the biomedical engineer shall maintain the integrity of the Equipment. If Customer does not have a trained biomedical engineer who meets Philips requirements, then Customer shall purchase the optional Biomedical Engineer (BMET) Training course.

4.1.3 If Customer cannot resolve the Equipment problem and requires on-site assistance of Philips, then Philips will provide such on-site service at Philips then current standard labor and travel rates per service visit (unless Second Response coverage is included in this Agreement).

4.2 Biomed Assist Services. If Biomed Assist Services coverage is included in this Agreement, then Customer will ensure that any Monitoring Analytics and Therapeutic Care equipment not covered by Biomed Assist Services is covered under a Support Parts Agreement, a separate Philips service agreement, or Philips standard warranty. If such Support Parts Agreement, service agreement, or warranty expires during the term of the Agreement, then all Monitoring Analytics and Therapeutic Care equipment covered under such expiring agreement or warranty must be added to the existing Biomed Assist Services coverage or a new Philips service agreement.

4.3 Parts. If Parts coverage is included in this Agreement, then, subject to the terms and conditions of this Agreement, the cost of parts used in corrective maintenance of the Equipment at Customer Site is included in this Agreement. Philips may reject any Customer requests for parts that is not for the Equipment. The following applies regardless of whether Parts coverage is included or not included in this Agreement: Customer acknowledges and agrees that all parts furnished pursuant this Agreement will only be used in the maintenance, service and repair of the Equipment at Customer Site. Customer may not resell or exchange such parts with any third party. Unless Priority Parts Delivery is included in the Services Agreement, all replacement parts ordered under this Services Exhibit will be shipped using Philips standard shipping priority prepaid subject to availability. Other freight arrangements will be at Customer’s request and expense. Philips may use refurbished components in the repair of the Equipment; the refurbished components shall be subject to the same inspection and quality control procedures as all other materials used in the manufacture of the Monitoring Analytics and Therapeutic Care equipment and shall be warranted to the same extent that a non-refurbished component is warranted.

4.4 Exchange Unit: If a replaced part is a recyclable or exchange part as indicated on Philips’ published price book, then Customer must return to Philips the failed recyclable or exchange part for which the replacement part was furnished within seven (7) days of shipment of the replacement part. If the failed part is not returned to Philips in the time stated, Customer will pay Philips, in addition to any other amounts due Philips, Philips’ published list price for such parts plus freight.

4.5 Remote Access. For Philips to provide remote support, Customer must provide remote access to the Equipment via Philips specified connection as described in this Agreement and notify Philips of any changes to connection procedures. Customer must also provide Philips with access to domain accounts, passwords, and connections that are necessary to perform required Services.

4.6 Security. Customer shall provide security to prevent unauthorized Equipment access to proprietary and confidential information.

4.7 Software Version Levels. Customer must maintain the Equipment at a currently supported version to receive support under this Exhibit.

4.8 Hardware Revision Levels. Customer must maintain all associated Equipment hardware, firmware, and middleware at the required revision levels for the software version. To receive new software versions, updates and fixes, Customer must maintain all associated hardware to the then-current specification for the software upgrades.

4.9 Data Reconstruction. Customer shall follow the recommended back-up processes as outlined in the System Installation or Reference Guide. Customer is also responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered patient records, files, programs, or data. Philips is not responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered files, data, or programs.

4.10 Intermediate Resolutions. Customer shall implement any intermediate resolutions or workarounds that Philips requests while seeking a long-term Equipment resolution.

5. Service Limitations.

5.1 Software Restoration. If the software fails and the supported application software requires restoration, then Philips will reinstall the application software, database software, and operating system to the revision level that existed prior to the malfunction or failure and Philips will attempt to reinstall Customer created data backup. If Customer created data backup cannot be used to re-install any data to the Equipment, Customer will hold sole responsibility for the loss of data. Custom or third-party software, custom database configurations or reports, and Customer written product interfaces are not included. If an Equipment failure is attributed to hardware not supported under the Agreement, Customer shall restore the software, operating system, and database software before Philips begins any software restoration efforts.

5.2 Anti-Virus Statement. Philips’ software is a computer-based medical product and, therefore, may be subject to attack by outside computer viruses. The software required to prevent attack by a computer virus must be constantly monitored and updated. Customer shall install and maintain anti-virus software in accordance with the System Installation or Reference Guide. Philips shall use reasonable efforts to notify Customer if Philips becomes aware of any virus in the software licensed to Customer and covered under this Agreement.

5.3 Non-Philips Software Assistance. Requests for assistance with hardware, operating systems, communications network, third party software, printer configuration, etc., are outside the scope of this Agreement.

6. Exclusions.

In addition to the Service Exclusions set forth in the Agreement, the following Service Exclusions apply to Services.

6.1 Any combining of the Equipment with a non-qualified device. A non-qualified device is:

6.1.1 Any product (hardware, firmware, software, or cabling) not supplied by Philips, whether used internal or external to the Equipment without Philips’ approval. Examples include software patches, security fixes, and service packs from the operating system, web browser, or database software manufacturer(s);

6.1.2 Any product supplied by Philips that has been modified by Customer or any third party; and

6.1.3 Any product maintained under this Agreement in which Customer does not allow Philips to incorporate engineering improvements.

6.1.4 Any product that has reached its End of Life.

6.1.5 Operating system software issues that manifest themselves in non-performance of another installed application and affect use or performance of the Equipment.

6.1.6 Any network related problems.

6.1.7 The cost of Consumables software media, and cassettes.

ADDITIONAL TERMS AND CONDITIONS FOR MONITORING ANALYTICS & THERAPEUTIC CARE INTELLIBRIDGE ENTERPRISE SOFTWARE MAINTENANCE AGREEMENT

1. Services Provided.

1.1 Commencing on the Effective Date and subject to the limitations below, Philips will provide Services listed on the Quotation(s) for the Equipment.

Table 1 - Coverage Types
Coverage Types	Telephone and Remote Support	Software Versions, Updates and Fixes	Installation Services for Software Upgrades
IntelliBridge Enterprise Software Maintenance Agreement Standard	Included	Included	Remote

1.2 Definitions.

1.2.1 Software Version: Introduces major release with significant new features and functionality.

1.2.2 Software Update: Provides minor enhancements or improvements to performance, maintainability, and serviceability.

1.2.3 Software Fix: Corrects Product Defect.

1.2.4 Equipment: IntelliBridge Enterprise (Monitoring Analytics Product Licenses).

2. Telephone and Remote Support.

2.1 Telephone Support. Telephone and Remote Support coverage is included with all service agreements identified in this Exhibit. Technical and Clinical Telephone and Remote Support coverage services are available twenty-four (24) hours per day, seven (7) days per week including Philips recognized holidays. Philips Customer Care Support Line Call + 1 800-722-9377.

2.2 Remote Access & Diagnostics. Philips may remotely access the Equipment to perform Services. Customer shall provide Philips access to the Equipment.

2.3 InCenter Access. Philips will provide access to Philips web-based support tool for the System(s) covered under the Service Agreement.

3. Interface Support.

Philips supports the DICOM and HL7 communication to and from the Equipment, as they exist at the Site at the time of installation. In the case of upgrades, Philips shall provide the following software maintenance services:

3.1 If the Philips System, interoperability mapping engine, or biomedical device is upgraded to the latest version, Philips will restore the inbound / outbound communication to the pre-upgrade condition with like-for-like parameters.

3.2 Philips' interface support does not include the modification of any interface due to interface changes in third party hardware or software or replacement of Philips interoperability mapping engine product with a different interoperability engine product. In the case of a planned upgrade of the Equipment that involves modifications to the interface specifications, Philips requires that detailed technical information on such modifications be made available to Philips at least ninety (90) days in advance of the planned upgrade. In such a case, Philips shall work with the third party to understand changes in interface specifications and format and may modify and upgrade the Equipment to support such new interface specifications at a schedule and additional cost to be mutually approved by Philips and Customer.

4. Software Versions and Updates.

If a software version or update is available for the Equipment, is included in the Agreement, and the requirements of the Agreement are satisfied, then Philips will upgrade the Equipment application software during the term of the Agreement as follows:

4.1 Philips will provide software upgrades consisting of updates and new versions of, software for existing applications. Unless specified, third party software including, but not limited to operating system licenses, database software licenses, client access licenses, and anti-virus software is not included. Hardware updates and replacement are not included. Customer has no right to software, which has reached the published end of sale date.

4.1.1 Functionality. Customer is entitled to additional functionality previously purchased or bundled with the software if available in the version or update released on or after the start date of the Agreement. Customer acknowledges that certain functionality in current and previous software versions may not be available in future upgrades. Added functionality may require additional paid services to configure.

4.1.2 Hardware updates and replacement. Software versions, updates and fixes may require hardware updates or replacement. Customer is responsible for any such hardware updates or replacements. Upgrade installation and clinical support of the installation are subject to the terms of this Agreement.

4.2 To receive an upgrade:

4.2.1 Customer must comply with all terms and conditions of this Exhibit and the Agreement, including the availability of Philips remote service capability and access to the Equipment by Philips personnel;

4.2.2 Customer must identify one Customer representative, in writing to Philips, which will manage and be responsible for Customer’s selection and scheduling of upgrades installation under this Exhibit; and

4.2.3 The Equipment that will receive the version or update must meet the specifications of the upgrade. Customer shall provide the Equipment hardware or software necessary to meet such specifications.

4.3 Unless specifically included elsewhere in this agreement, software versions and updates do not include functionality, applications, options or the like that were not purchased with the Equipment, including virus protection software, security patches, custom interface software, operating system software, software updates of third party software (e.g., Citrix). Philips shall have no responsibility to provide software versions or updates for minor software defects.

4.4 Customer may not resell, transfer, or assign the right to such versions, updates, or fixes to any third party. All versions and updates provided to the Equipment under this Exhibit are subject to the terms and conditions of this Exhibit, the Agreement, and any license terms and conditions included in the purchase of the Equipment from Philips or later provided to Customer.

4.5 Philips will notify Customer if a new version update or upgrade is available. If Customer chooses to receive an upgrade, then Customer must register for the upgrade by responding in writing within three (3) months of the date of Philips notice. If Philips does not receive such response from Customer within the three-month period, then Philips is under no obligation to provide such upgrade. If the Agreement expires after Philips notifies Customer that an upgrade is available, then Customer is entitled to receive the offered upgrade for three (3) months following such termination.

4.6 If Philips does not release a new version update or upgrade during any twenty-four (24) month period during the term of the Agreement and Customer does not have the latest available software version, then Philips will, at Customer’s request, provide Customer with an upgrade to the latest available software version. If Philips does not receive such request from Customer prior to the expiration or termination of the Agreement, then Philips is under no obligation to provide such upgrade.

5. Installation Services for Software, Versions, and Updates.

5.1 Philips will install the new versions updates or upgrades that Customer is entitled to receive under this Agreement remotely, at a time mutually agreed to by Philips and Customer. Philips will provide clinical support or clinical education during the installation that Customer is entitled to receive under the purchased coverage type. If Customer requires additional clinical services, then Philips will provide such services to Customer at Philips’ then current labor rates. Clinical support at the installation will be provided in support of the new software version installation. Clinical support at the installation may be provided remotely.

6. Customer Responsibilities.

6.1 System administrator. Customer shall designate an individual(s) to serve as Customer system administrator (“System Administrator’) and an alternate, who will serve as Philips’ primary support contacts. These individuals should be familiar with all aspects of training provided by Philips, including end-user and system administrator training. In addition, the System Administrator shall maintain the integrity of the Equipment operation and ensuring that proper backup procedures are in place as outlined in the System Installation and Reference Guides.

6.2 Remote access. Customer must provide necessary remote access, required information, and support for the Equipment to connect to Philips Remote Service (PRS). PRS is the basis for Services delivered under this Exhibit. Customer waives all rights to services and service deliverables under this agreement unless PRS connectivity is enabled and maintained.

6.3 Security. Customer is solely responsible for providing adequate security to prevent unauthorized Equipment access to Philips (or its third-party vendors) proprietary and confidential information.

6.4 Software version levels. Customer must maintain the Equipment at a currently supported version to receive support under this Exhibit.x`

6.5 Hardware revision levels. Customer must maintain all associated Equipment Virtual machines, hardware, firmware, and middleware at the required revision levels for the software version. To receive software versions and updates, Customer must maintain all associated hardware to the then-current specification for the software versions and updates.

6.6 Data reconstruction. Customer shall follow the recommended back-up processes as outlined in the Equipment Installation or Reference Guide. Customer is responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered patient records, files, programs, or data. Philips is not responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered files, data, or programs.

6.7 Intermediate Resolutions. Customer shall implement any intermediate resolutions or workarounds as requested by Philips while Philips seeks a long-term resolution.

7. Customer Success Management Services.

During the term of the Agreement Philips will assign a resource familiar with Customer account, key stakeholders, and contract coverage to provide the following:

7.1 Philips will schedule and deliver a remote coverage and status review meeting annually, at a mutually agreeable date and time. The status meeting will focus on available entitlements and planning. The status review may outline all Equipment service issues resolved during the previous period and review any open or unresolved issues.

7.2 Prior to delivering any new software version, Philips will coordinate with Customer assigned resource to identify and mitigate dependencies relative to the software upgrade and other service agreement entitlements.

7.3 The parties will develop a dependency mitigation plan to address resource needs, hardware needs, operating system requirements, interoperability and other dependencies for the deployment of new software upgrade.

8. Annual Review.

8.1 If applicable, Philips and Customer will annually review the Equipment covered by the Agreement to match quantities of Equipment actually in use at the Site(s). Philips may update the contract to match this inventory, including adjusting price based on actual equipment and systems owned by Customer. Philips has no responsibility to Service systems not listed on the original or updated contract.

9. Service Limitations.

9.1 Software Restoration. If the software fails and the supported application software requires restoration, then Philips will reinstall the application software, database software (if the SQL server is co-located with the IBE), and operating system to the revision level that existed prior to the malfunction or failure and Philips will attempt to reinstall Customer-created data backup. If Customer-created data backup cannot be used to re-install any data to the Equipment, Customer will hold sole responsibility for the loss of data. Custom or third-party software, custom database configurations or reports, and Customer-written product interfaces are not included. If an Equipment failure is attributed to hardware not supported under the Agreement, Customer shall restore the software, operating system, and database software before Philips begins any software restoration efforts.

9.2 Anti-Virus Statement. Philips software is a computer-based medical product and, therefore, may be subject to attack by outside computer viruses. The software required to prevent attack by a computer virus must be constantly monitored and updated. Customer shall install and maintain anti-virus software in accordance with the Equipment Installation or Reference Guide. Philips shall use reasonable efforts to notify Customer if Philips becomes aware of any virus in the software licensed to Customer under this Agreement.

9.3 Non-Philips Software Assistance. Requests for assistance with hardware, operating systems, communications network, third party software, printer configuration, etc., are outside the scope of this Agreement.

10. Exclusions.

In addition to the Service Exclusions set forth in the Agreement, the following Service Exclusions apply to the applicable Monitoring Analytics and Therapeutic Care Services.

10.1 Any combining of the Equipment with a non-qualified device. A non-qualified device is:

10.1.1 Any product (hardware, firmware, software, or cabling) not supplied by Philips, whether used internal or external to Equipment without Philips’ approval. Examples include, software patches, security fixes, and service packs from the operating system, web browser, or database software manufacturer(s);

10.1.2 Any product supplied by Philips that has been modified by Customer or any third party;

10.1.3 Any product maintained under this Agreement in which Customer does not allow Philips to incorporate engineering improvements; and

10.1.4 Any product that has reached its End of Life.

10.2 Operating system software issues that manifest themselves in non-performance of another installed application and affect use or performance of the Equipment.

10.3 If the Equipment covered by this Exhibit is software only, then notwithstanding anything to the contrary in the Agreement or this Exhibit, hardware and parts are not included in the Services.

10.4 Any network related problems.

10.5 The cost of consumable materials, including batteries, software media, and cassettes.

 

17. ADDITIONAL TERMS AND CONDITIONS FOR INTELLISPACE PERINATAL SOFTWARE SERVICE AGREEMENTS

1. Services.

1.1 Commencing on the Effective Date and subject to the limitations below, Philips will provide Services listed on the Quotation(s) for Equipment.

Coverage Types	Telephone and Remote Support, Interface Support	IntelliSpace Perinatal Software (ISP) Upgrades	Installation Services for Software Upgrades
ISP Essential Service Agreement	Included	Included	Included

2. Telephone and Remote Support.

2.1 Telephone Support. Telephone and Remote Support coverage is included with all service agreements identified in the Exhibit. Technical Telephone and Remote Support coverage Services are available twenty-four (24) hours per day, seven (7) days per week including Philips recognized holidays. Clinical Telephone and Remote Support coverage is available Monday through Friday between 8:00 AM and 5:00 PM local time, excluding Philips observed holidays. Philips Customer Care Support Line Call + 1 800-722-9377.

2.2 Initial Telephone Response. If Philips receives a Customer request for service Monday through Friday between 8:00 AM and 5:00 PM local time, excluding Philips observed holidays, then Philips will make reasonable efforts to make an initial response within one hour from the receipt of the request. Otherwise, Philips will respond within two hours of the receipt of the original message.

2.3 Remote Access & Diagnostics. Philips may remotely access the Equipment to perform services. Customer shall provide Philips access to the Equipment.

2.4 On-Site Software Resolution Response. Philips primary method for software services is telephone and Philips Remote Services. Philips at its sole discretion, shall provide on-site, as necessary, software support services to resolve software issues that cannot be resolved through Philips’ primary resolution method. On-site services (where applicable) are next business day, Monday through Friday, excluding Philips recognized holidays, 8:00 AM to 5:00 PM local time, and provides for labor and travel necessary for the delivery of corrective Services. On-site Software Resolution is not an installation service for new products.

2.5 Philips Internet-based Customer Support Tools. Philips will provide access to Philips web-based support tool for the System(s) covered under the Service Agreement.

3. Interface Support.

3.1 Philips supports the DICOM and HL7 communication to and from the Equipment as they exist at the time of installation. In the case of upgrades, Philips shall provide the following software maintenance Services:

3.1.1 If the Philips Equipment, interoperability mapping engine, or Biomedical Equipment is upgraded to the latest version of the existing application, Philips will restore the inbound / outbound communication to the pre-upgrade condition with like-for-like parameters. If incremental parameters or functionality are available as a result of the upgrade and Customer purchases or chooses to use these parameters or functionality, then Customer shall pay the cost of any additional work required to implement and support the new communication capabilities at Philips’ then-current standard labor and material rates for such Service.

3.1.2 Philips' interface support does not include the modification of any interface due to interface changes in third party hardware or software. If a planned upgrade of the Equipment involves modifications to the interface specifications, then Customer shall provide Philips detailed technical information on such modifications at least ninety (90) days in advance of the planned upgrade. Philips shall also work with the third party to understand changes in interface specifications and format and may modify and upgrade the Equipment to support such new interface specifications at a schedule and additional cost to be mutually approved by Philips and Customer. Customer shall pay the cost of any additional work required to implement and support the new interface specifications at Philips’ then-current standard labor and material rates for such Service.

4. Software Upgrades, Updates, and fixes.

If an IntelliSpace Perinatal software upgrade, update, or fix (i) is available for the Equipment, (ii) is included in the Agreement, and (ii) the requirements of the Agreement are satisfied, then Philips will update or upgrade the Equipment application software during the term of the Agreement as follows:

4.1 Software Upgrades and Updates. Philips will provide software updates and upgrades consisting of revisions to, and new versions of, software for existing applications. Third party software including, but not limited to operating system licenses, database software licenses, client access licenses, and anti-virus software is not included. Hardware updates and upgrades are not included. Customer has no right to updates and upgrades that are released before the start date of the Agreement. If the Agreement expires after Philips notifies Customer that an update or upgrade is available, then Customer is entitled to receive the offered update or upgrade for three (3) months following such termination.

4.1.1 Functionality. Customer is entitled to additional functionality or options previously purchased or bundled with the software if available in the update or upgrade. Customer may purchase new, separately licensed functionality or options for the Equipment separately after the start date of the Agreement. Customer acknowledges that certain functionality in current and previous software versions may not be available in upgrades.

4.1.2 Hardware updates and upgrades. Software updates and upgrades may require hardware updates or upgrades. Customer is responsible for any such hardware updates or updates. Upgrade installation and clinical support of the installation are subject to the terms of this Agreement.

4.2 To receive an upgrade:

4.2.1 Customer must be in compliance with all terms and conditions of this Exhibit and the Agreement, including the availability of Philips remote service capability and access to the Equipment by Philips personnel;

4.2.2 Customer must identify one Customer representative, in writing to Philips, who will manage and be responsible for Customer’s selection and scheduling of upgrades installation under this Exhibit; and

4.2.3 The Equipment that will receive the update or upgrade must meet the specifications of the update or upgrade. Customer shall provide the Equipment hardware and/or software necessary to meet such specifications.

4.3 Unless specifically included elsewhere in this Agreement, software updates, upgrades, and fixes do not include functionality, applications, options or the like that were not purchased with the system, including virus protection software, security patches, custom interface software, operating system software, software updates of third party software (e.g., Citrix). Philips shall have no responsibility to provide software upgrades, updates, or fixes for minor software defects.

4.4 Customer may not resell, transfer, or assign the right to such upgrades, updates, or fixes to any third party. All upgrades, updates, and fixes provided to the System under this Exhibit are subject to the terms and conditions of this Exhibit, the Agreement, and any license terms and conditions included in the purchase of the system from Philips or later provided to Customer.

5. Installation Services for Software Upgrades, Updates, and Fixes.

5.1 Philips will install the upgrades, updates, or fixes that Customer is entitled to receive under this Agreement either on-site or remotely, at Philips sole discretion, at mutually agreeable time.

5.2 During the installation, Philips will provide clinical support or clinical education that Customer is entitled to receive under the purchased coverage type. If Customer requires additional clinical services, then Philips will provide such services to Customer at Philips’ then current labor and material rates. Clinical support at the installation will be provided in support of the new software revision installation and does not include end-user clinical education. Clinical support at the installation may be provided remotely at Philips sole discretion.

5.3 Update or upgrade installation and clinical support of the installation shall take place during standard on-site response hours, Monday through Friday between 8:00 AM and 5:00 PM local time, excluding Philips observed holidays, unless the twenty-four (24) hours by seven (7) days per week (includes Philips observed holidays) software upgrade implementation option is purchased in addition to the standard agreement. The twenty-four (24) hours by seven (7) days per week option provides after hours and weekend software update and software upgrade installation and clinical support of the installation. The twenty-four (24) hours by seven (7) days per week option is not available for all Philips products or service agreements. If Customer requires additional installation support or clinical services, then Philips will provide such installation or services to Customer at Philips then current labor and material rates.

6. Clinical Education.

6.1 Philips will perform the clinical support of the installation or clinical education for upgrades, updates, or fixes that Customer is entitled to receive under this Agreement, at a mutually agreeable time. Scope, duration, and delivery methodology of the clinical support of the installation or clinical education will vary by upgrade, update, or fix and will be defined by Philips at Philips sole discretion.

7. Customer Responsibilities.

7.1 System Administrator. Customer shall designate an individual(s) to serve as its system administrator (“System Administrator”) and an alternate, who will serve as Philips’ primary support contacts. These individuals should be familiar with all aspects of training provided by Philips, including end-user and system administrator training. In addition, the Equipment Administrator shall maintain the integrity of the System operation and ensure that proper backup procedures are in place.

7.2 Remote Access. Customer must provide necessary remote access, required information, and support for the Equipment to connect to Philips Remote Service (PRS). PRS is the basis for Services delivered under this Exhibit. Customer waives all rights to services and service deliverables under this agreement unless PRS connectivity is enabled and maintained.

7.3 Security. Customer is solely responsible for providing adequate security to prevent unauthorized Equipment access to Philips (or its third-party vendors) proprietary and confidential information.

7.4 IntelliSpace Perinatal Software Version Levels. Customer must maintain the Equipment at a currently supported version to receive support under this Exhibit.

7.5 Hardware Revision Levels. Customer must maintain all associated Equipment hardware, firmware, and middleware at the required revision levels for the software version. To receive IntelliSpace Perinatal software updates and upgrades, Customer must maintain all associated hardware to the then-current specification for the software updates or upgrades.

7.6 Data Reconstruction. Customer shall follow the recommended back-up processes as outlined in the System Installation or Reference Guides. Customer is also responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered patient records, files, programs, or data. Philips is not responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered files, data, or programs. For an additional charge based upon published labor and material rates, Philips will offer services on a commercially reasonable efforts basis to reconstruct data.

7.7 Intermediate Resolutions. Customer shall implement any intermediate resolutions or workarounds as requested by Philips while Philips seeks a long-term resolution.

8. Service Limitations.

8.1 IntelliSpace Perintal Software (ISP) Restoration. If the system fails and the ISP application software requires restoration, Customer will reinstall servers and clients, including operating system, by referencing the Installation Checklists found in the ISP product documentation and under the direction of the CCSC. Philips will then reinstall ISP and attempt to rebuild database using Customer owned network base storage backups, to the revision level that existed prior to the malfunction or failure. If Customer-created data backup cannot be used to re-install any data to the Equipment, Customer will hold sole responsibility for the loss of data. Custom or third-party software, custom database configurations or reports, and Customer-written product interfaces are not included. If a system failure is attributed to hardware not supported under the Agreement, Customer shall restore servers and clients, including the operating systems according to IntelliSpace Perinatal specifications, before Philips begins any ISP software restoration efforts. Philips may offer, for an additional charge based upon published labor and material rates, hardware support and software restoration services.

8.2 Anti-Virus Statement. Philips’ software is a computer-based medical product and, therefore, may be subject to attack by outside computer viruses. The software required to prevent attack by a computer virus must be constantly monitored and updated. Customer shall install and maintain anti-virus software in accordance with the System Installation or Reference Guide. After installing the software, Customer shall have the burden of proof if it claims that Philips introduced a virus discovered in the software. Customer will pay an additional amount based on Philips’ then-current time and materials rates for such work in respect of services rendered in connection with a virus that was not introduced by Philips. Philips shall use reasonable efforts to notify Customer if Philips becomes aware of any virus in the software licensed to Customer under this Agreement.

8.3 Non-Philips Software Assistance. Requests for assistance with hardware, operating systems, communications network, third party software, printer configuration, etc., are outside the scope of this Agreement. However, if Customer’s request, then Philips may provide non-Philips software assistance on a time and materials basis, at Philips then-current time and materials rates, as available.

9. Services Exclusions.

In addition to the Service Exclusions set forth in the Agreement, the following Service Exclusions apply to Services provided under this Exhibit.

9.1 Any combining of the Equipment with a non-qualified device. A non-qualified device is:

9.1.1 Any product (hardware, firmware, software, or cabling) not supplied by Philips, whether used internal or external to Equipment without Philips’ approval. Examples include, software patches, security fixes, and service packs from the operating system, web browser, or database software manufacturer(s);

9.1.2 Any product supplied by Philips that has been modified by Customer or any third party;

9.1.3 Any product maintained under this Agreement in which Customer does not allow Philips to incorporate engineering improvements; or

9.1.4 Any product that has reached its End of Life.

9.2 Operating system software issues that manifest themselves in non-performance of another installed application and affect use or performance of the Equipment.

9.3 If the system covered by this Exhibit is software only, then notwithstanding anything to the contrary in the Agreement or this Exhibit, hardware and parts are not included in the Services.

9.4 Any network related problems.

9.5 The cost of Consumables, software media, and cassettes.

• Philips Standard Terms and Conditions of Service
• Revision 21
• March 2023