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LOANERS. If Covered Equipment must be removed from service to complete repairs, Physio-Control will provide Customer with a <br /> loaner device, if one is available, until the Covered Equipment is returned . Customer assumes complete responsibility for the loaner <br /> and shall return the loaner at Customer's expense to Physio-Control in the same condition as received, upon the earlier of the return <br /> of the removed Covered Equipment or Physio-Control's request. <br /> UPDATES. 'Update' means a change to a device to enhance its current features, stability, or software . If Repair and Inspect Service <br /> is designated for Covered Equipment on Schedule A , Physio-Control will install Updates at no additional cost, provided such Updates <br /> are installed at the time of regularly scheduled service . If parts must be replaced to accommodate installation of new software, such <br /> parts may be purchased at a rate of 30% less than the then-current list price. Updates installed on Covered Equipment designated as <br /> Repair Only Service, Inspect Only Service, or at a time other than regularly scheduled Repair and Inspect Service will be billed on <br />a <br /> separate invoice at the then-current list price less 20%. <br /> UPGRADES. "Upgrade means a major, standalone version at software or the addition of features or capabilities to a device. <br /> Upgrades must be purchased separately, and are not provided under this Agreement. Upgrades are available at a rate of 17% less <br /> than the Then-current list price. <br /> PRICING. Pricing is set forth on the front page of this Agreement. Prices do not include taxes. Sales, service or use taxes will <br /> be <br /> invoiced in addition to the price of the goods and services covered by this Agreement unless Physio-Control receives a copy of a valid <br /> exemption certificate. If the number or configuration of Covered Equipment changes during the Term, pricing shall be pro-rated <br /> accordingly. For inspection Only Service and Repair and Inspect Service , no pricing deduction will be made for removal of Covered <br /> Equipment K an inspection has already been performed during the Term. Discounts will not be combined with other special terms, <br /> discounts , and/or promotions. <br /> PAYMENT. Payment is due within thirty (30) days of invoice dale. <br /> WARRANTY. Physio-Control warrants services performed under this Agreement and replacement parts provided in performing such <br /> services against defects in material and workmanship for ninety (90) days from the date a service was performed or a part was <br /> provided. Customer's sole remedy shall be reservicing the affected unit and/or replacement of any part determined to be defective , <br /> without additional charge, provided Customer notifies Physlo-Control of any allegedly defective condition within ten ( 10) calendar days <br /> of its discovery by Customer. Physio•Control makes no other warranties, express or implied, including , without limitation , NO <br /> WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IN NO EVENT SHALL <br /> PHYSIO-CONTROL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES. <br /> TERM. The initial Term is set forth on the front page of this Agreement. This Agreement shall automatically renew unless terminated <br /> by either party with written notice thirty (30) days prior to the expiration of the then-current term. Prices are subject to change upon <br /> renewal. <br /> TERMINATION. Either party may terminate this Agreement for material breach by the other party by providing thirty (30) days' written <br /> notice to the other party, and provided such breach Is not cured within the notice period. In addition , either party may terminate this <br /> Agreement at any time upon sixty (60) days' prior written notice to the other party. In the event of such early termination, Customer <br /> shall be responsible for the portion of the designated price which corresponds to the portion of the Tenn prior to the effective date of <br /> termination and the cost of any services rendered during the Tenn. <br /> DELAYS. PhyslaControl will not be liable for any loss or damage of any kind due to its failure to perform or delays in its performance <br /> resulting from any cause beyond its reasonable control, including , but not limited to, acts of God, labor disputes, labor shortages, the <br /> requirements of any governmental authority, war, civil unrest, delays in manufacture, obtaining any required license or permit, and <br /> Physio-Control's Inability to obtain goods from its usual sources. Any such delay shall not be considered a breach of PhysioeControl 's <br /> obligations and the performance dates shall be extended for the length of such delay. <br /> DEVICE INSPECTION BEFORE ACCEPTANCE. All devices that are not under Physio-Control Limited Warranty or a current <br /> Technical Service Support Agreement must be inspected and repaired (if necessary) to meet original specifications at then-current list <br /> prices prior to being covered under a Technical Service Support Agreement. <br /> MISCELLANEOUS. (a) Customer agrees to not employ or offer employment to anyone performing services on Physio-Control's <br /> behalf during the Term of this Agreement or for one ( 1 ) year following Its expiration without Physlo-Control's prior written consent; (b) <br /> this Agreement, and any related obligation of other party, may not be assigned in whole or In part without the prior written consent of <br /> the other party; (c) this Agreement shall be governed by the laws of the State In which the service is provided; (d) all costs and <br /> expenses incurred by the prevailing party related to the enforcement of Its rights under this Agreement including reasonable <br /> attomey's fees, shall be reimbursed by the other party. <br /> Reference Number: V63- 1478 Renewal <br /> Printed : 6/27/2012 Page 3 of 8 <br />