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MEDTRONIC EMERGENCY RESPONSE SYSTEMS, INC.
<br /> TECHNICAL SERVICE SUPPORT AGREEMENT TERMS AND CONDITIONS
<br /> RENEWALTERMS
<br /> Medtronic Emergency Response Systems, Inc.'s CMedtronic'3 acceptance of Customer's Technical Service Support Agreement
<br /> is expressly conditioned on Customer's assent to the terms set forth in this document and its attachments. Medtronic agrees to
<br /> furnish the services ordered by Customer only on these terms, and Customer's acceptance of any portion of the goods and services
<br /> covered by this document shall confirm their acceptance by Customer. These terms constitute the complete agreement between the
<br /> parties and they shag govern any conflicting or ambiguous terms on Customer's purchase order or on other documents submitted to
<br /> Medtronic by Customer. These terms may not be revised in any manner without the prior written consent of an officer of Medtronic.
<br /> REPAIR SERVICES
<br /> If "Repair" services are designated, subject to the Exclusions identified below, they shall Include, for the designated Covered
<br /> Equipment, all repair parts and materials required, all required Medtronic service technician labor, and all related travel
<br /> expenses. For offsite (ship-in) services, units will be returned to Customer by Medtronic freight prepaid.
<br /> INSPECTION SERVICES
<br /> If "Inspection" services are designated, subject to the Exclusions identified below, they shall include, for the designated Covered
<br /> Equipment, verification of proper instrument cafibration, verification that instrument mechanical operations and output
<br /> measurements are consistent with applicable product specifications, performance of an electrical safety check in accordance with
<br /> National Fire and Protection Guidelines, all required Medtronic service technician labor and at related travel expenses. For
<br /> offsite (ship-in) services, units will be returned to Customer by Medtronic freight prepaid.
<br /> DOCUMENTATION
<br /> Following each Repair and/or Inspection, Medtronic will provide Customer with a written report of actions taken or recommended
<br /> and identification of any materials replaced or recommended for replacement
<br /> LOANERS
<br /> If a Medtronic product is designated as a ung of Covered Equipment for Repair Services and needs to be removed from service to
<br /> complete repairs, an appropriate Loaner unit will be provided, it available, until the removed ung is returned. Customer assumes
<br /> complete responsibility for the Loaner and shag return the Loaner to Medtronic in the same condition as received, at Customer's
<br /> expense, upon the earlier of the return of the removed ung or Medtronics request.
<br /> EXCLUSIONS
<br /> This Technical Service Support Agreement does not include: supply or repair of accessories or disposables (e.g., patent cables,
<br /> recorder paper, etc.); repair of damage caused by misuse, abuse, abnormal operating conditions, operator errors, and/or acts of God;
<br /> repairs to return an instrument to normal operating equipment at the lime of initial service by Medtronic under this Technical
<br /> Service Support Agreement; case changes; repair or replacement of items not originally distributed or installed by Medtronic;
<br /> and exclusions on Schedule B to this Technical Service Support Agreement, it any, which apply to Covered Equipment.
<br /> SCHEDULE SERVICES
<br /> Designated Repair and Inspections Services will be performed at the designated service frequency and during designated service
<br /> hours except where service technicians am rendered unavailable due to mandatory training commitments, in which case Medtronic
<br /> will provide alternate coverage. Customer is to ensure Covered Equipment is avallable for Repair and/or Inspection at scheduled
<br /> times. If Covered Equipment is not available as scheduled and Customer requests additional services to be performed or if Medtronic
<br /> is requested to perform Repair or Inspection services not designated in this Technical Service Support Agreement (due to the nature of
<br /> services selected, instruments involved not being Covered Equipment, request being outside of designated service frequency or hours,
<br /> or application of the Exclusions); Customer shag reimburse Med conic at Medtronic's standard labor rates less 10% (including overtime,
<br /> if appropriate), plus standard list prices for related parts and materials less 15%, plus actual travel costs incurred.
<br /> PAYMENT
<br /> The cost of services performed by Medtronic shag be payable by Customer within thirty (30) days of Customer's receipt of Medhonids
<br /> Invoice (or such other terms as Medtronic confirms to Customer in writing). In addition to the cost of services performed,
<br /> Customer shag pay or reimburse Medtronic for any taxes assessed Medtronic. If the number or configuration of Covered
<br /> Equipment is altered during the Tenn of this Technical Service Support Agreement, the price of Services shag be adjusted accordingly.
<br /> WARRANTY
<br /> Medtronic warrants Services performed under this Technical Service Support Agreement and replacement parts provided in
<br /> performing such Services against defects in material and workmanship for ninety (90) days from the date a Service was performed or a
<br /> part was provided. Customer's sole remedy shall be reservicing the affected unit and/or replacement of any part determined to be
<br /> defective, without any additional Customer charge, provided Customer notifies Medtronic of any allegedly defective condition
<br /> within ten (10) calendar days of its discovery by Customer. Medtronic makes no other warranties, express or implied, including,
<br /> without limitation, NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT
<br /> SHALL MEDTRONIC BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES.
<br /> Reference Number: 563. 1297 Addendum
<br /> Printed: 3/21 /2007 Page 2 of 9
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