06/16/2021 Agreement w'w' `, Kevin Madok, CPA
Clerk of the Circuit Court& Comptroller—Monroe County, Florida
‘Icta
DATE: July 1, 2021
TO: Choi Tunborski
Fire Rescue
FROM: Sally M. Abrams,D.C.
SUBJECT: June 16' BOCC Meeting
Attached is an electronic copy of Item C27, purchase (2) Tempus ALS
monitor/defibrillators from Sole Source provider Philips North America LLC. for use on the
Trauma Star helicopters to provide critical lifesaving emergency medical services. The cost for
the equipment after a 30% discount is $27,300.00 each. With the addition of accessories,
licensing, preventative maintenance services, and 3 years of extended warranty, in the amount of
$22,993.15 for both units, the total purchase cost is $77,593.15 per the attached Purchase Quote.
Should you have :uay questions, please feel free to contact me at ext. 3130. Thank you.
cc: County Attorney
Fln lrlee
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-852-7145
PHILIPS
Philips Standard Terms and Conditions of Sale(Rev.Q.2)
The products and services listed in the quotation are offered by Philips North America LLC("Philips")only under the
terms and conditions described below(the"Terms and Conditions of Sale"or"Agreement").
1. Prices;Taxes
1.1 The purchase price stated in the quotation does not include applicable sales, excise, use, other taxes, or
government surcharges in effect or later levied. Customer shall provide Philips with appropriate exemption
certificate reasonably in advance of the date the product is available for delivery, otherwise, Philips shall
invoice Customer for those taxes,as well as any government surcharges,and Customer shall pay those taxes
in accordance with the terms of the invoice. Government surcharges are non-exempt under law. Customer
is defined as a legal entity its affiliates and or subsidiaries who purchase product(s) and take title of the
purchased product(s)from Philips.
2. Cancellation
2.1 Philips'cancellation policies are set forth in the applicable Product Specific Schedule attached to these Terms
and Conditions of Sale.
3. Payment Terms
3.1 Unless otherwise specified in the quotation, Philips will invoice Customer,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 applicable
Product Specific Schedule attached to these Terms and Conditions of Sale.
3.2 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.
3.3 Orders are subject to Philips'on-going credit review and approval.
3.4 Customer shall pay interest on any amount not paid when due at the annual rate of twelve percent(12%)or
at the maximum rate permitted by applicable law, whichever is lower. If Customer fails to pay any amount
when due, in addition to any other rights or remedies available to Philips at law or in equity, Philips may
discontinue the performance of services,discontinue the delivery of the product,or deduct the unpaid amount
from any amounts otherwise owed to Customer by Philips under any agreement with Customer. In any action
initiated to enforce the terms of the quotation following a Customer default or product cancellation under an
order arising from the quotation, Philips shall be entitled to recover as part of its damages all costs and
expenses, including reasonable attorneys'fees, in connection with such action.
3.5 Payment Methods. Payments may be made by check,ACH or wire. Philips does not accept transaction fees
for wire transfers.
3.6 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. Trade-In
4.1 If Customer will be trading-in any equipment("Trade-In"),then:
4.1.1 Customer represents and warrants that Customer has good and marketable title to the Trade-In as of
the date of the Quotation and will have good and marketable title when Philips removes the Trade-in
from Customer's site(the"Removal Date").
4.1.2 Removal of the Trade-In from Customer's site shall occur no later than the date Philips makes the
new product available for first patient use, unless otherwise agreed in writing between Philips and the
Customer. Title to the Trade-in shall pass from Customer to Philips on the Removal Date or at
installation of the purchased system,whichever occurs first.After title to the Trade-In passes to Philips,
Customer shall not use the Trade-In.
4.1.3 Notwithstanding anything to the contrary in a current applicable Business Associate Addendum
("BAK) between the parties, Customer represents and warrants that Customer has removed or de-
identified all Protected Health Information ("PHI") from the Trade-In equipment as of the date the
equipment is removed and will otherwise comply with all applicable privacy laws. To the extent
Customer has not done so, Customer agrees to reimburse Philips for any out-of-pocket costs Philips
incurs to remove or de-identify PHI from the Trade-In.
4.1.4 Customerwill ensure that the Trade-In is clean and sanitized,and that all potentially infected materials
and biological fluids are removed prior to its de-installation and removal.
4.1.5 If(a)the condition of the Trade-In is not substantially the same when Philips removes the Trade-In
(ordinary wear and tear excepted)as it was when Philips quoted the Trade-In value;or,(b)Customer
delays the removal of the Trade-In, then Philips may reduce the price quoted for such Trade-In or
cancel the Trade-In, and Customer will pay the adjustment amount within thirty (30) days from the
date of invoice.
4.1.6 If Philips does not receive timely possession of the Trade-In, Philips will, at its option, either charge
Customer the amount of the Trade-in allowance and cancel the trade-in, re-value the trade-in
allowance accordingly, and/or charge Customer a rental fee of 10% of the trade-in allowance per
month or partial month until the trade-in is available for removal. Customer will pay any invoiced
allowance adjustment or rental fee within thirty(30)days from the invoice date.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page I of 52
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4.1.7 If Customer does not allow Philips to remove the Trade-In,then Philips may invoice Customer for the
Trade-In value plus any promotional dollars relating to the Trade-In. Customer will pay invoice within
thirty(30)days from the invoice date.
4.1.8 Evidence that Customer intends to trade in an asset as part of the purchase or lease of any product(s)
shall be in the form of,but not limited to:(a)receiving a trade in quote and/or authorization from Philips
on the value of the asset to be traded in; (b) providing Philips with serial numbers of assets to be
traded in;and/or, (c)providing Philips with a de-installation date to remove an existing asset in order
to install Philips quoted equipment.
4.1.9 Customer is responsible for all plumbing necessary to properly drain coolant from chiller system and
cap the lines. Prior to the Removal Date, Customer shall remove all equipment that is not being de-
installed from the room.
5. Security Interest
5.1 By signing the quotation or issuing a purchase order for the products described, Customer hereby grants to
Philips a purchase money security interest in the products until all payments have been made. Philips may
file a financing statement for such security interest and Customer shall sign any financing statements or other
documents necessary to perfect Philips'security interests in the products.Where permitted by applicable law,
Customer's signature on the quotation or on a purchase order issued as a result of the quotation gives Philips
the right to sign on Customer's behalf,and file any financing statement or other documents to perfect Philips'
security interest in the product.
6. Shipment and Risk of Loss
6.1 Delivery terms are stated in the applicable Product Specific Schedule attached to these Terms and Conditions
of Sale.
6.2 Except as otherwise stated in the applicable Product Specific Schedule, title to any product (excluding
software), and risk of loss or damage shall pass to the Customer F.O.B. destination. Customer shall obtain
and pay for insurance covering such risks at destination.
7. Site Preparation and Installation
7.1 Site Access. Customer shall provide Philips full and free access to the installation site and a suitable safe
space for the storage of the products before installation. Customer shall ensure,at no charge to Philips,that
there are no obstacles preventing Philips from moving the product from the entrance of the Customer's
premises to the installation site.
7.2 Site Preparation and Installation.
7.2.1 Customer Responsibility. Customer shall be responsible, at its expense, for rigging, the removal of
partitions or other obstacles, installation of safety switch or breaker, and restoration work. The
products will be installed during normal working hours. Except where Philips has agreed in writing to
provide construction services for a fee pursuant to a construction agreement and scope of work signed
by Customer,Customer shall be responsible,at its expense,for the preparation of the installation site
where the product will be installed including any required structural alterations. Customer shall
provide any and all plumbing, carpentry work, conduit, wiring including communications and/or
computer wiring, network equipment, power supply, surge suppression and power conditioning
(except to the extent they are expressly included in the quotation),fire protection and environmental
controls,ground fault and isolation system,and other fixtures and utilities required to properly attach,
install,and use the product. Site preparation shall be in compliance with all applicable laws,including
all safety, electrical, and building codes relevant to the product and its installation and use. The
sufficiency of any installation site plans shall be the responsibility of Customer. Customer, at its
expense, shall obtain all permits and licenses required by federal, state, or local authorities in
connection with the installation and operation of the product, including any certificate of need and
zoning variances.
7.2.2 Unless otherwise specified by Philips, Customer shall advise Philips of site conditions at or near the
location where equipment is installed five (5) days prior to the mutually agreed upon delivery date.
The update shall include but not limited to the following:
7.2.2.1 (i) Hazardous Materials.Asbestos and other hazardous materials that could adversely affect
the installation or pose a health or safety risk to Philips'personnel,and Customer shall ensure
that those conditions are corrected and hazardous materials removed,and that the site is fully
prepared and available to Philips before installation work begins. Customer represents and
warrants that an asbestos survey of the facility has been performed to determine the presence,
location,quantity and condition of asbestos containing materials(ACM)or presumed asbestos
containing materials(PACM)at the facility; and the facility and/or work area does not contain
any ACM or PACM or the facility and/or work area contains ACM or PACM,such material has
been encapsulated or enclosed in accordance with applicable laws and the work will not
disturb any such materials. (ii)Construction. All construction work in technical and operator
room(s)is finished including but not limited to the responsibilities identified in 7.2.1.
7.2.3 Delays. If site preparation is not on schedule five(5)days prior to the mutually agreed upon delivery
date or as otherwise specified by Philips, Philips and Customer will conduct an evaluation of the site
and establish a revised installation schedule. In the event that installation is delayed by Customer
within five (5) days prior to the mutually agreed upon delivery date or after the start of installation,
Customer will be responsible for: (i) storage and fees for the preservation and life support of the
equipment to ensure high quality and long life of system(s); and, (ii) Costs associated with
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 2 of 52
.7anuag,2021
rescheduling and coordination for all resources and third party providers,including travel costs for split
delivery and installation directly related to the delay in installation. If during installation Philips
discovers hazardous materials(i.e.asbestos,etc.)all installation activities will stop,and Customer will
remove and dispose of the hazardous materials. Once the issue giving rise to the delay has been
rectified and the site meets the criteria set forth in this Section 8, Philips and Customer will conduct
an evaluation of the site and establish a new installation schedule.
7.2.4 Philips Responsibility. Unless additional professional services are purchased separately(including
turnkey) and/or professional services are set forth in a statement of work or project implementation
plan under the agreement for the product purchased hereunder upon delivery, Philips will unpack the
product(if unpacking is required)and connect the product to a safety switch or breaker that has been
installed by the Customer,and calibrate and test the product.
7.3 PHILIPS MAKES NO WARRANTY AND ASSUMES NO LIABILITY FOR THE FITNESS OR ADEQUACY OF
THE SITE IN WHICH THE PRODUCT IS TO BE INSTALLED OR USED. EXCEPT OTHERWISE
PROHIBITED BY STATE LAW OR STATE CONSTITUTION, CUSTOMER SHALL INDEMNIFY DEFEND,
AND HOLD HARMLESS PHILIPS AND ITS AFFILIATES AGAINST ANY COSTS, LOSSES, EXPENSES,
PHYSICAL PROPERTY DAMAGE, AND/OR THIRD PARTY CLAIMS, INCLUDING SUBROGATION
CLAIMS,COLLECTIVELY ALL THE FOREGOING ARISING FROM OR RELATING TO CUSTOMER'S SITE
PREPARATION RESPONSIBILITIES.
7.4 Local Labor. If local labor conditions, including but not limited to a requirement to utilize union labor, require
the use of non-Philips employees to participate in the installation of the product, then such participation of
non-Philips employees shall be at Customer's expense. In such case, Philips will provide engineering
supervision during the installation.
7.5 Remote Services Network("RSN"). Customer will (a) provide Philips with a secure location at Customer's
premises to store one Philips remote services network router and provide full and free access to this router,
(or a Customer-owned router acceptable to Philips) for connection to the equipment and to Customer's
network;or(b)provide Philips with outbound internet access over SSL;at all times during the warranty period
provide full and free access to the equipment and the Customer network for Philips' use in remote servicing
of the product, remote assistance to personnel that operate the products, updating the products software,
transmitting automated status notifications from the product and regular uploading of products data files(such
as but not limited to error logs and utilization data for improvement of Philips products and services and
aggregation into services).Customer's failure to provide such access will constitute Customer's waiver of the
scheduled planned maintenance service and will void support or warranty coverage of product malfunctions
until such time as planned maintenance service is completed or RSN access is provided. Customer agrees
to pay Philips at the prevailing demand service rates for all time spent by Philips service personnel waiting for
access to the products.
8. Product Warranty
8.1 (a) If a separate product warranty prints as part of the quotation, that product warranty applies to your
purchase and is incorporated herein; otherwise Section 8.2-8.7 shall apply unless the product is identified
under 8.1 (b). (b) For Monitoring and Analytics (MA) &Therapeutic Care (TC) Portfolio, Emergency Care &
Resuscitation Portfolio, (ECR) Capital and Monitoring and Analytics (MA) & Medical Supplies and
Consumables (MS) Portfolio, the product warranty document can be found at:
h t,p,,Clwww,,,ur a,,,phi,li,p,.c,c)m/healt,h,c a,re/abc)ut/term,>,,,-c aanditicans or can be provided upon request.
8.2 Hardware/Systems. Philips warrants to Customer that the Philips equipment(including its operating software)
will perform in substantial compliance with its performance specifications,in the documentation accompanying
the products,for a period of twelve(12)months beginning upon availability for first patient use.
8.3 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.
8.4 If the start of the installation is delayed for any reason beyond the control of Philips for more than thirty(30)
days following the date that Philips notifies Customer that the major components of the product are available
for delivery,the warranty period begins on the thirty-first(311)day following that date.
8.5 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 the Customer,
upon Customer's request. Any refund will be paid,to the 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.
8.6 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 the Customer or its
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 3 of 52
Januag,2021
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.
8.7 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.
9. Philips Proprietary Service Materials
9.1 Any Philips maintenance or service software and documentation provided with the product and/or located at
Customer's premises is intended solely to assist Philips and its authorized agents to install and to test the
products or to assist Philips and its authorized agents to maintain and to service the products under warranty
or a separate support agreement with Customer. Customer agrees to restrict access to such software and
documentation to Philips' employees and those of Philips' authorized agents only and to permit Philips to
remove its Proprietary Service Materials upon request.
10. Intellectual Property Indemnification
10.1 Philips shall indemnify,defend,and hold harmless Customer against any claim that a Philips product provided
in the quotation infringes, misappropriates, or violates any third party intellectual property right, whether
patent, copyright, trademark, or trade secret, provided that Customer: (a) provides Philips prompt written
notice of the claim; (b)grants Philips full and complete information and assistance necessary for Philips to
defend,settle,or avoid the claim;and(c)gives Philips sole control of the defense or settlement of the claim.
10.2 If(a)a Philips product is found or believed by Philips to infringe a valid patent or copyright;or, (b)Customer
has been enjoined from using the Philips product pursuant to an injunction issued by a court of competent
jurisdiction, Philips may, at its option: (i) procure the right for Customer to use the product; (ii) replace or
modify the product to avoid infringement; or(iii)refund to Customer a portion of the product purchase price
upon the return of the original product. Philips shall have no obligation for any claim of infringement arising
from: Philips' compliance with Customer's designs, specifications, or instructions; Philips' use of technical
information or technology supplied by Customer;modifications to the product by Customer or its agents; use
of the product other than in accordance with the product specifications or applicable written product
instructions; use of the product with any other product not sold by Philips to customer and the Philips product
in and of itself is not infringing; if infringement would have been avoided by the use of a current unaltered
release of the products,provided that, Philips makes such current unaltered release available to customer at
no additional charge;or use of the Philips Product after Philips has advised Customer, in writing,to stop use
of the Philips Product in view of the claimed infringement, provided that,this shall not be a replacement for
the remedies set forth under 10.2(i)-(iii)above. The terms in this section state Philips'entire obligation and
liability for claims of infringement,and Customer's sole remedy in the event of a claim of infringement.
11. Limitation of Liability
11.1 THE TOTAL LIABILITY, IF ANY,OF PHILIPS AND ITS AFFILIATES FOR ALL DAMAGES AND BASED ON
ALL CLAIMS, WHETHER ARISING OR RELATING TO BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE,
ARISING FROM A PRODUCT, LICENSED SOFTWARE, AND/OR SERVICE IS LIMITED TO THE PRICE
PAID HEREUNDER FOR THE PRODUCT, LICENSED SOFTWARE, OR SERVICE GIVING RISE TO THE
LIABILITY.
11.2 THIS LIMITATION SHALL NOT APPLY TO:
11.2.1 THIRD PARTY CLAIMS FOR DIRECT DAMAGES FOR BODILY INJURY OR DEATH TO THE
EXTENT CAUSED BY PHILIPS' NEGLIGENCE OR PROVEN PRODUCT DEFECT;
11.2.2 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;
11.2.3 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 PHI;
11.2.4 FINES/PENALTIES LEVIED AGAINST CUSTOMER BY GOVERNMENT AGENCIES CITING
PHILIPS' UNAUTHORIZED DISCLOSURE OF PHI AS THE BASIS OF THE FINE/PENALTY, ANY
SUCH FINES OR PENALTIES SHALL CONSTITUTE DIRECT DAMAGES;and,
Philips Slandard Terms and Conditions of Sale Rev Q.2 Page 4 of 52
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11.2.5 PHILIPS INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATION UNDER SECTION 10 OF
THIS AGREEMENT.
12. Disclaimer
12.1 IN NO EVENT SHALL PHILIPS OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING WITHOUT
LIMITATION, LOST REVENUES OR PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR THE
COST OF SUBSTITUTE PRODUCTS OR SERVICES WHETHER ARISING FROM BREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER
TORT.
13. Confidentiality
13.1 Each party shall maintain as confidential any information furnished or disclosed to one party by the other
party, whether disclosed in writing or disclosed orally, relating to the business of the disclosing party, its
customers,employees,and/or its patients,and the quotation and its terms, including the pricing terms under
which Customer has agreed to purchase the products.Each party shall 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 in no event less than a reasonable amount of care.Each party shall disclose such confidential
information only to its employees having a need to know such information to perform the transactions
contemplated by the quotation. The disclosing party maintains exclusive ownership of the confidential
information which it discloses to the receiving party,and a 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. The obligation to maintain the confidentiality of such information shall not extend to
information that (a) is or becomes generally available to the public without violation of these Terms and
Conditions of Sale or any other obligation of confidentiality or(b) is lawfully obtained by the receiving Party
from a third party without any breach of confidentiality or violation of law. Notwithstanding the foregoing, in
the event that the receiving party is required by law to disclose any confidential information to a court,
government department/agency or regulatory body,the receiving party may so disclose,provided that it shall,
to the extent permitted by applicable law, first inform the disclosing party of the request or requirement for
disclosure to allow an opportunity for the disclosing 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.
14. Compliance with Laws&Privacy
14.1 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]).
14.2 In the course of providing project implementation related services and/or warranty services to Customer,
hereunder, it may be necessary for Philips to have access to,view and/or download computer files from the
products that might contain Personal Data.'Personal Data"means information about an identifiable individual
and includes any information that is "personal information" or "personal health information" within the
meaning of any applicable privacy law. Personal Data can include both personal health information (i.e.
images, heart monitor data, and medical record number) and non-health information (i.e., date of birth,
gender). Philips will process Personal Data only to the extent necessary to perform and/or fulfill its project
implementation related service, warranty service and/or warranty obligations hereunder. Customer further
acknowledges and agrees that all telephone conversations between Philips and Customer may, in Philips
discretion,be recorded.
14.3 Business Associate Addendums/Agreements between Philips and Customer. Customer's most current
business associate agreement ("BAA") duly executed with Philips and in effect at the time of Philips
performance of the services shall apply and is incorporated into this Agreement. In the event terms expressly
set forth in the BAA conflict with terms set forth in this Agreement,the terms set forth in the BAA shall govern
in such instance. Otherwise,the terms expressly set forth herein shall apply.
14.4 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.
14.5 Product Safety and Other Complaints. Customer will report immediately to Philips any event of which
Customer becomes aware that suggests that any services or products provided by Philips,for any reason:
(a)may have caused or contributed to a death or serious injury, or(b) 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
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 5 of 52
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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 Philips products and
services provided by Philips hereunder, unless otherwise required by law.
15. Excluded Provider
15.1 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 the products and
services provided under these Terms and 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 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 products and
services not yet shipped or rendered prior to a date of exclusion.
16. Omnibus Reconciliation Act(OMNI)Social Security(PL96-499, Public Law)
16.1 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 services or products pursuant to these Terms and 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 Terms and 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 Terms and 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 services
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)(1)(1989)),as amended from to time to these Terms and 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.
17. General Terms
The following additional terms shall be applicable to the purchase of a product:
17.1 Force Majeure. Each party shall be excused from performing its obligations(except for payment obligations)
arising from any delay or default caused by events beyond its reasonable control including,but not limited to,
acts of God,health pandemics,acts of any civil,military or government authority,fire,floods,war,embargoes,
labor disputes, acts of sabotage, riots, accidents,delays of carriers,voluntary or mandatory compliance with
any government act, regulation or mandatory direction, request. For clarity, Customer requests shall not be
considered government'requests under this section 17.1.
17.2 Bankruptcy. If Customer becomes insolvent, is unable to pay its debts when due,files for bankruptcy, is the
subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, Philips may cancel
any unfulfilled obligations,or suspend performance;however,Customer's financial obligations to Philips shall
remain in effect.
17.3 Assignment. Customer may not assign any rights or obligations in connection with the transactions
contemplated by the quotation without the prior written consent of Philips, which consent shall not be
unreasonably withheld, and any attempted assignment without such consent shall be of no force or effect.
Notwithstanding the foregoing,either party shall be entitled to assign this Agreement,without the prior consent
of the other party,to a(i)purchaser of a sale of a substantial amount of their assets to which this Agreement
relates or to a (ii) different affiliated legal entity of a party to this Agreement or their parent company to
support an internal reorganization of the asserts of such party or such party's parent corporate legal entity;
provided that, the assignee assumes all liabilities and obligations of the assignor and the assignor is not in
breach of its payment obligations under this Agreement prior to such assignment.
17.4 Export Controls. Customer shall assume sole responsibility for obtaining any required export authorizations
in connection with Customer's export of the products from the country of delivery. Customers located in the
United States are not permitted to re-sell,rent,or in any other way distribute these products outside the United
States,without Philips'prior written approval.
17.5 Governing Law. All transactions contemplated by the quotation shall be governed by the laws of the state
where the equipment will be installed, without regard to that state's choice of law principles, and expressly
excluding application of the Uniform Computer Information Transactions Act (UCITA), in any form. EACH
PARTY, KNOWINGLY AND AFTER CONSULTATION WITH COUNSEL, FOR ITSELF, IT'S
SUCCESSSORS'AND ASSIGNS,WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY CLAI M ARISING WITH
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 6 of 52
.7anuag,2021
RESPECT TO THIS AGREEMENT OR ANY MATTER RELATED IN ANY WAY THERETO.
17.6 Entire Agreement. These Terms and Conditions of Sale,the terms and conditions set forth in the quotation
and the applicable Philips' product-specific warranty constitute the entire understanding and agreement by
and between the parties with respect to the transactions contemplated by the quotation, and supersede any
previous understandings or agreements between the parties, whether written or oral, regarding the
transactions contemplated by the quotation. The pricing in the quotation is based upon the terms and
conditions in the quotation. No additional terms, conditions, consents,waivers, alterations, or modifications
shall be binding unless in writing and signed by the parties. Customer's additional or different terms and
conditions, whether stated in a purchase order or other document issued by Customer, are specifically
rejected and shall not apply to the transactions contemplated by the quotation.
17.7 Headings. The headings in the quotation are intended for convenience only and shall not be used to interpret
the quotation the validity and enforceability of the remaining provisions shall not be affected or impaired and
shall continue in full force and effect.
17.8 Notices. Notices or other communications shall be in writing, and shall be deemed served if delivered
personally,or if sent by facsimile transmission, by overnight mail or courier,or by certified mail,return receipt
requested and addressed to the party at the address set forth in the quotation.
17.9 Performance. The failure of Customer or of Philips at any time to require the performance of any obligation
will not affect the right to require such performance at any time thereafter. Course of dealing, course of
performance, course of conduct, prior dealings, usage of trade, community standards, industry standards,
and customary standards and customary practice or interpretation in matters involving the sale, delivery,
installation, use, or service of similar or dissimilar products or services shall not serve as references in
interpreting the terms and conditions of the quotation.
17.10 Obligations. Customer's obligations are independent of any other obligations the Customer may have under
any other agreement, contract, or account with Philips. Customer will not exercise any right of offset in
connection with the terms and conditions in the quotation or in connection with any other agreement,contract,
or account with Philips.
17.11 Additional Terms. Product Specific Schedules are incorporated herein as they apply to the equipment listed
in the quotation and their additional terms shall apply solely to Customer's purchase of the products specified
therein. If any terms set forth in a Product Specific Schedule conflict with terms set forth in these Terms and
Conditions of Sale,the terms set forth in the Product Specific Schedule shall govern.
LICENSED SOFTWARE
1. License Grant
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 of Sale.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 of
Sale 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.
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 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.
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.
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.
1.5 The Licensed Software shall be used only on the product(s)referenced in the quotation.
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.
2. Modifications
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
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 7 of 52
.7anuag,2021
to use and to sub-license them.
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
` Wu nmp \ components not certified by Philips. Philips does not assume any responsibility or liability with respect to
14
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Philips Standard Terms and Cond;lions of Sale Rev Q.2 rage 8 of52
January,2021
Schedule 1
Imaging Systems Portfolio(IS)
Interventional X-Ray(iXR)
Image Guided Therapy(IGT) Mobile C-Arms(Surg)
Philips Image Guided Therapy Corporation(IGTD)
fka Volcano
Imaging Clinical Applications(ICAP) IntelliSpace Portal(ISP)
Digital X-Ray(DXR)
Computed Tomography(CT)
Magnetic Resonance(MR)
Diagnostic Imaging Invivo 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 product as follows:
1.1 For Imaging Systems Portfolio:
1.1.1 10%of the purchase price shall be due with Customer's submission of its purchase order.
1.1.2 70%of the purchase price shall be due on delivery of the major components of the product. Product
installation will not begin until Customer has paid this portion of the purchase price.
1.1.3 20% of the purchase price shall be invoiced 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'
published specifications.
1.1.4 Payment is due net thirty(30)days from Philips'invoice date.
1.2 If the start of the installation is delayed for any reason beyond the control of Philips for more than thirty(30)
days following the date that Philips notifies Customer that the major components of the product are available
for delivery,the unpaid portion of the purchase price shall be due on the thirty-first(31')day following such
date.
2. Cancellation
2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders
issued by Customer are subject to acceptance by Philips. If Customer cancels an order prior to product
shipment, Customer shall pay a cancellation charge of fifteen percent (15%) of the net order price. Orders
are non-cancellable for Products shipped.
3. Delivery
3.1 Philips will use reasonable efforts to ship the product to the Customer (a) by the mutually agreed upon
shipment date;or(b)by the date stated in the quotation;or(c)as otherwise agreed in writing. Philips will ship
the Product according to Philips' standard commercial practices. Philips will deliver the equipment during
normal working hours,8:OOAM—5:00 PM,in the time zone where the Customer is located. Philips may make
partial shipments. Philips will pay shipping costs associated with Product shipment.
3.2 Prior to the shipment of any Product,Philips may change the construction or the design of the Product without
notice to the Customer so long as the function,footprint,and performance of the Product are not substantially
altered.
3.3 If Customer requests a delay in the date major components of the Product are available for delivery, then
Philips will place the Product in storage and the unpaid portion of the purchase price shall be due. Customer
will reimburse Philips for all storage fees,transportation expenses,and related costs incurred by Philips.
4. Leases.
4.1 If Customer desires to convert the purchase of any product to a lease, Customer will arrange for the lease
agreement and all other related documentation to be reviewed and approved by Philips not later than ninety
(90)days prior to the date of the availability for delivery of major components of the product. The Customer
is responsible for converting the transaction to a lease and is required to secure the leasing company's
approval of all of these Terms and 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 this agreement; (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 solutions on one quote,the solution with the longest period for converting the transaction
to a lease shall prevail.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 9 of 52
January,2021
5. Additional Customer Installation Obligations for Magnetic Resonance(MR)
5.1 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.
5.2 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:
5.2.1 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.
5.2.2 Completed Helium Exhaust Pipe Verification Checklist(Provided by Local Philips Project Manager)
5.2.3 Picture showing the area where the Helium Exhaust Pipe will discharge.
5.3 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.
5.4 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.
6. Further use of System Data.
6.1 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.
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.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 10 of 52
January,2021
Schedule 1-A
Digital Computational Pathology Portfolio(DCP)
W M Mail I;'M W M M Mai li..
Digital Computational Pathology Image Management System(IMS)
(DCP)Products Ultra Fast Scanner(UFS)
The following Schedule 1-A shall apply to Digital Computational Pathology Portfolio(DCP)only. The afore-referenced
Schedule 1 shall not be applied to DCP.
1. Definitions
1.1 "Products"means,collectively,the equipment,system, Philips IntelliSite Pathology Solution, including the IM
and UFS,integration services and other products as described within the applicable Philips quotation.
1.2 "Project Implementation Plan" shall mean, if a Statement of Work is included in the Quotation (SOW) or
otherwise created after award of the contract,the project management implementation plan,mutually agreed
to by the parties,that sets timetables and the order of project rollout for the work scope set forth in the SOW,
if and as applicable to the Products purchased.
1.3 "Authorized Users" of the Product shall mean persons reviewing pathology images or those requiring
administrative access to patient records and images scanned in to the Image Management System, as
authorized by Customer, in support of performance of such services.
1.4 "Acceptance"means the following:
For Equipment: Acceptance means the Product(s) has been successfully installed by Philips at the
Customer's site, substantially meets Philips' functionality for the Product(s) as set forth in the applicable
Philips documentation for the Product and is available for first clinical use. Upon successful installation,
Customer will sign the Philips acceptance form provided by Philips as acknowledgement that installation is
complete and accepted by Customer. In the event that Product Integration is included in the scope of a
project, Integration will not commence until Philips' receipt of the Equipment acceptance form signed by
Customer.
For Integration: Acceptance means the Product(s) has been successfully integrated into the Customer
environment and substantially meets the integration requirements described in the applicable SOW
("Integration"). In the event that during Integration Philips discovers elements or features of the Customer's
environment that were not properly identified to Philips or could not have been reasonably known or
understood by Philips prior to agreement on the applicable SOW, Philips may, after the exercise of
commercially reasonable efforts complete implementation of an applicable Integration requirement,determine
in good faith,and provide Customer with written notice,that such Integration requirement cannot, in whole or
in part, be implemented. Upon Customer's receipt of such notice, that Integration task shall be considered
complete. Any such determination by Philips shall not reduce the price of the Integration or delay payment
by Customer. Customer will sign the Philips acceptance form provided by Philips as acknowledgement that
the Integration of the Products is complete and accepted by Customer.
1.5 "Available for first patient use"as it relates to the DCP Products and not withstanding anything to the contrary
set forth in the Philips Standard Terms and Conditions of Sale, means the Product has been installed and
performs in substantial compliance with the Philips documentation provided with the Product and is available
for Customer's first clinical use.
1.6 "Client Device" means a computer, workstation, terminal, or other electronic device used to access the
Product(s).
1.7 Any other capitalized term used in this Schedule 1-A shall have the meaning ascribed to it in the main body
of the Philips Standard Terms and Conditions of Sale.
2. Payment Terms
2.1 Unless otherwise specified in the quotation or Statement of Work (where applicable), Philips will invoice
Customer and Customer will pay such invoice on receipt for each product as follows:
2.1.1 100%of the purchase Price for Products shall be due thirty(30)days from Philips'invoice date.
2.1.2 100%of any Integration services Price shall be due thirty(30)days from Philips'invoice date.
2.1.3 Payment terms are subject to credit approval.
If the start of installation is delayed for any reason beyond the control of Philips for more than thirty
(30)days following the date that Philips notifies Customer that the major components of the Product
are available for delivery, the unpaid portion of the purchase price shall be due on the thirty-first
(31')day following such date.
3. Cancellation
3.1 The quotation is subject to change or withdrawal by Philips prior to written acceptance by Customer.
All purchase orders issued by Customer are subject to acceptance by Philips. If Customer cancels an order
prior to Product shipment, Customer shall pay a cancellation charge of fifteen percent(15%)of the net order
price. Orders are non-cancellable for Products shipped.
4. Delivery
4.1 Philips will use reasonable efforts to ship the Product to Customer:(a)by the estimated shipment date(s)set
forth in the quotation or, if applicable, the SOW; or, (b) as otherwise agreed in writing. Philips will ship the
Product according to Philips'standard commercial practices. Philips will deliver the equipment during normal
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 11 of 52
Januag,2021
working hours, 8:00—5:00 PM, in the time zone where the Customer is located. Philips may make, and
Customer agrees to accept, partial shipments. Philips will pay shipping costs associated with Product
shipment.
4.2 Prior to the shipment of any Product,Philips may change the construction or the design of the Product without
notice to the Customer so long as the function,footprint,and performance of the Product are not substantially
altered.
4.3 If Customer requests a delay in the date major components of the Product are available for delivery, then
Philips will place the Product in storage and the unpaid portion of the purchase price shall be due. Customer
will reimburse Philips for all storage fees incurred from date of invoice.
5. Leases.
5.1 If Customer desires to convert the purchase of any product to a lease, Customer will arrange for the lease
agreement and all other related documentation to be reviewed and approved by Philips not later than sixty
(60)days prior to the date of the availability for delivery of major components of the product. The Customer
is responsible for converting the transaction to a lease and is required to secure the leasing company's
approval of all of these Terms and 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 this agreement (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 solutions on one quote the solution with the longest period for converting the transaction to a
lease shall prevail.
6. Customer Room Preparation Responsibilities
In addition to the requirements set out in Section 7 of the Philips Standard Terms and Conditions of Sale,Customer
is responsible for the following site preparation and installation activities:
6.1 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,any connectivity to the Customer's
network, which includes the requirement for such connectivity to comply the applicable Philips Product
requirements and specifications, running all required cables prior to installation.
6.2 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.
6.3 Product Operating Environment: Customer shall ensure an adequate operating environment for the Product
that meets generally accepted industry standards for the operation of computer server equipment, including
without limitation stable table, power and air conditioning. The installation site shall be protected from
unauthorized access.
6.4 In the event that multiple server racks are required to support the use of the Product,Customer shall provide,
without charge,contiguous rack space at the installation site.
6.5 Minimum Network Requirements. Customer shall provide at a minimum the network requirements,if any,as
stated in the SOW and/or the final design documentation,as applicable.
6.6 In case any or all of the above conditions are not properly or timely complied with, or Philips or its
representative has to interrupt the installation and installation validation testing for reasons not attributable to
Philips, the period of completion shall be extended accordingly and any and all additional costs resulting
therefrom shall be the Customer's responsibility. PHILIPS NEITHER ASSUMES LIABILITY NOR OFFERS
ANY WARRANTY FOR THE FITNESS OR ADEQUACY OF THE PREMISES OR THE UTILITIES
AVAILABLE AT THE PREMISES IN WHICH THE PRODUCT IS TO BE INSTALLED, USED OR STORED.
6.7 Customer-Provided Equipment. Customer shall procure, maintain and upgrade all hardware and Client
Devices. Hardware and Client Devices must meet the minimum requirements set forth in the final design
and/or SOW. Notwithstanding the foregoing, no variance from the Client Devices specification is permitted.
Minimum requirements for hardware and Client Devices may change during the Term. Upon Customer's
request, Philips shall provide updated minimum requirements, if any. Customer is solely responsible for
determining whether hardware and Client Device display are of diagnostic quality and for maintaining the
displays in accordance with the manufacturer's specifications. Philips is not responsible for providing Client
Devices.
7. Archive Requirement.
7.1 To the extent required by the final design, Customer is required to have storage and archival capabilities for
any Digital Computational Pathology 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.To the extent required by
the final design, 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 or not Philips provides the storage.
8. Software Installation on Hardware or Infrastructure
8.1 Philips shall install the Licensed Software solely on the hardware delivered by Philips, per the term of Philips
Quotation, or on to Customer's virtual infrastructure, provided that it meets Philips' specifications for virtual
infrastructure. Customer shall not use the Licensed Software with any other hardware except as expressly
stated herein or in an applicable SOW.If Philips releases a Software Update that requires a different Hardware
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 12 of 52
.7anuag,2021
environment and Customer elects to receive the Software Update, Customer shall provide the Hardware
changes before Philips performs the Software Update.
9. Storage Sizing
9.1 To the extent not otherwise stated in the quotation, an applicable SOW, or the final design documentation,
Customer and Philips will agree on data retention requirements, including, estimates of storage sizing and
which party will source the storage solution(s). 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 the DCP solution. Customer is responsible
determine what storage archive device types and sizes are required to support its DCP solution, 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 device and archiving solution 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 DCP solution, which includes
monitoring the storage archive device for its utilization levels and planning any necessary storage changes
as Customer's requirements change. Once the final design is agreed upon between the parties, if it is
determined that additional storage capacity is required beyond what is provided for in the Philips quotation,
Customer shall be responsible for any additional cost associated with increasing the system's storage
capacity to meet the requirements of the final design.
10. Unauthorized Patches and Anti-Virus Updates
10.1 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. 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 and anti-virus search engine versions that have been validated by Philips as
posted on the Philips service internet site.
11. Interfaces
11.1 Philips' obligation to provide any Digital Computational Pathology interface is expressly conditioned upon
Customer enabling its Information System to send and receive 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.
12. Frequent Data Backup/Disaster Recovery Responsibility
12.1 Philips is not responsible for:(1)the development or execution of a business continuity/disaster recovery plan;
(2)providing a means for backing up data and images;or(3)backing up the data and images processed by
the system. 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 providing a storage solution or storage backup device and for performing frequent
backups of any data, patient information or images residing on the repository database,on Philips products,
or an archive. Except to the extent that Customer purchases some or all of the storage solution from Philips,
as provided for in Section 11 above, Philips does not provide the storage archive or Client Devices to be used
with this Product. These are Customer provided and not included in this purchase.
13. Statement of Work("SOW")
13.1 If applicable,Philips and Customer will create a mutually agreed upon Statement of Work(a"SOW")to include
design processes and documents which the parties will sign prior to Philips'commencement of the applicable
project. Unless expressly stated in a separate SOW for Integrations services, the acceptance criteria for
Integration services shall be set forth in this SOW. The SOW is subject to any mutually agreed written
adjustments to the project price,and the terms set forth in the Philips Standard Terms and Conditions of Sale,
including this schedule, and the applicable quotation.
14. Applications Administration Requirement
14.1 Customer, at all times, shall have a designated IMS Applications Administrator that has completed the
applications training for the version of the product running at Customer's site. The applicable applications
training is set forth in the quotation.
Schedule 1-A
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Annex
DCP SOFTWARE LICENSE TERMS("Software License Terms")
In addition to the Licensed Software terms in Philips Standard Terms and Conditions of Sale(which may also be referred
to herein as the"Agreement"),the following terms and conditions,apply to Digital Computational Pathology products:
1. License Grant
1.1 Software licenses are granted as provided for in the Philips Standard Terms and Conditions of Sale.
1.2 Customer acknowledges and agrees that the Product incorporates technology(software,programs,machine
codes) owned or certified by Philips' third party suppliers ("Embedded Software") and that this Embedded
Software are either licensed to Customer directly by Philips' suppliers pursuant to third-party license
agreements or are subject to certain usage limits beside the ones listed in this Agreement. Customer hereby
agrees to be bound by the terms of such third-party license agreements and usage limits. Philips reserves
the right to provide additional"notice files"accompanying the Licensed Software as supplied by its third-party
suppliers. Such notice files are purely informative.
2. Modifications
2.1 If Customer or any of its officers, employees or agents either(i)devise or acquire any improvements in the
Licensed Software,or(ii)suggest or recommend to Philips any improvements,then such improvements and
such information shall be disclosed in writing and a non-exclusive, world-wide, royalty-free license shall be
offered to Philips in writing. In case Philips accepts such offer either in whole or in part by explicit written
acceptance, Philips agrees to grant to Customer a non-exclusive, world-wide, royalty-free license to any
further improvements Philips makes to any such improvement made by Customer.
3. Software Updates and Upgrades
3.1 Philips may create and license versions of the licensed Software containing Software Updates and Upgrades
from time to time. Philips will make such Updated and Upgraded versions of the Licensed Software to
Customer during the warranty period and during the term of a valid Philips Services Agreement for the related
Product. Licensed Software versions containing Updates are identified by a change to the right of the decimal
point in the Licensed Software release number and are offered to Customer at no additional charge. Licensed
Software versions containing Upgrades are identified by a change to the left of the decimal point in the
Licensed Software release number and are offered to Customer at the Philips prices for such Upgraded
version and are subject to the terms and conditions of Philips'then applicable Software License terms and
conditions.
3.2 Philips may make available maintenance of the Licensed Software updates and upgrades to Customer at
Philips's published services rates and subject to the terms and conditions of Philips's then applicable software
maintenance/customer support agreement.
4. Operating System Licensed Software Warranty
4.1 Philips warrants to Customer that the Operating System Licensed Software (the "Licensed Software") will
operate in substantial compliance with the Philips manual(s)delivered with the system for a period of twelve
(12)months from the date of the system's availability for Customer's first clinical use.
4.2 This warranty is made on the condition that during the applicable warranty period: (i) Customer promptly
notifies Philips of the nonconformity giving full details of such nonconformity, (ii) such nonconformity is a
critical error in the then-current version of the Licensed Software, and (iii) Philips is able to reproduce the
nonconformity, then Philips shall at its option, and at its expense, endeavor to correct the nonconformity,
either by replacement,work around, or by modification of the Licensed Software. If,after the expenditure of
reasonable efforts, Philips is unable to correct the non-compliance, Philips may refund a reasonable portion
of the purchase price for the Licensed Software, in which event the refund will be in full satisfaction of all
Customer's claims relating to the non-conformance. Philips does not guarantee the effectiveness of the
correction efforts and does not represent or warrant that all errors can be corrected.Correction of the Licensed
Software shall not extend the original warranty period as set out above at Section 4.1.
4.3 NOTHWITHSTANDING THE FOREGOING, PHILIPS DOES NOT GUARANTEE THAT THE LICENSED
SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED. PHILIPS DOES NOT GUARANTEE
THAT IT WILL CORRECT ALL PROGRAMMING ERRORS. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THESE WARRANTIES ARE EXCLUSIVE. THERE ARE NO OTHER EXPRESS OR
IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR
CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH
WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
4.4 PHILIPS FURTHER GRANTS NO WARRANTY AS TO DEFECTS THAT APPEAR IN THE LICENSED
SOFTWARE DUE TO ONE OR MORE OF THE REASONS SPECIFIED IN SECTION 12 OF THE
AGREEMENT.
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Schedule 1-B
MR as a Subscription
Magnetic Resonance MRI Software License Packages
The following Schedule 1-B shall apply to Magnetic Resonance Software License Packages offered under the MR as a
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.
2.1.2For 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 ROCC Ready,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 ROCC Ready, 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.An annual Subscription Fee is due from the Start Date, payable on a quarterly basis, in
advance,according to the Service Description. 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 as a Subscription as a
condition to purchase MR as a Subscription solution offering.
5.2 Customer must purchase a RightFit Service Agreement prior to commencement of the MR as a Subscription
as a condition to purchase MR as a Subscription solution offering.
5.3 In order to receive virtual clinical education, Customer must purchase ROCC Ready.
6. Termination
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6.1. Philips may suspend or terminate Subscription Service with 30 days written notice if Subscriber breaches its
obligations including timely payment,or without notice if Philips has a good faith belief that: (i)Subscriber is
using Subscription Service for illegal purposes; (ii) the integrity or security of Subscription Service is
threatened; (iii) it is necessary to prevent fraud or harm to Philips or Subscriber; (iv) Subscriber has or will
breach its confidentiality obligations,infringe Philips'Intellectual Property rights,or assign or transfer its rights
or obligations without consent;or(v)it is required by law.
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.
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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 as a 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
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.7anuag,2021
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 as a
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.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 18 of 52
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Schedule 2
Ultrasound Systems Portfolio(UL)
WM Mai I I;'M W WM Mai li..
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:
1.1.2 For Ultrasound Systems Portfolio:
100%of the purchase price shall be due thirty(30)days from Philips'invoice date.
1.2 If the start of the installation is delayed for any reason beyond the control of Philips for more than thirty(30)
days following the date that Philips notifies Customer that the major components of the Product are available
for delivery,the unpaid portion of the purchase price shall be due on the thirty-first(31 1)day following such
date.
2. Cancellation
2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders
issued by Customer are subject to acceptance by Philips. If Customer cancels an order prior to Product
shipment, Customer shall pay a cancellation charge of fifteen percent (15%)of the net order price. Orders
are non-cancellable for Products shipped.
3. Delivery
3.1 Philips will use reasonable efforts to ship the Product to the Customer (a) by the mutually agreed upon
shipment date;or(b)by the date stated in the quotation;or,(c)as otherwise agreed in writing.Philips will ship
the Product according to Philips' standard commercial practices. Philips will deliver the equipment during
normal working hours,8:OOAM—5:00 PM,in the time zone where the Customer is located. Philips may make,
and Customer agrees to accept, partial shipments. Philips will pay shipping costs associated with Product
shipment.
3.2 Prior to the shipment of any Product, Philips may change the construction or the design of the Product without
notice to the Customer so long as the function,footprint,and performance of the Product are not substantially
altered.
3.3 If Customer requests a delay in the date major components of the Product are available for delivery, then
Philips will place the Product in storage and the unpaid portion of the purchase price shall be due. Customer
will reimburse Philips for all storage fees incurred by Philips from date of invoice.
4. Leases
4.1 If Customer desires to convert the purchase of any product to a lease, Customer will arrange for the lease
agreement and all other related documentation to be reviewed and approved by Philips not later than thirty
(30)days prior to the date of the availability for delivery of major components of the product. The Customer
is responsible for converting the transaction to a lease and is required to secure the leasing company's
approval of all of these Terms and 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 this agreement (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 solutions on one quote the solution with the longest period for converting the transaction to a
lease shall prevail.
5. Additional Terms Related to sales of Ultrasound Products
5.1 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
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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.
6. Prior Validation of Operating System(OS)Updates and/or Upgrades
6.1 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 (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, collectively (a) and (b) prior to validation testing and approval by Philips ("Unauthorized
Updates"). 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.
7. Lumify
7.1 If your purchase includes a Lumify Ultrasound Solution or Bundle,then the following terms apply in addition
to the Philips Standard Terms and Conditions of Sale:
7.1.1 Compatible Smart Devices. Use of the Lumify Ultrasound Solution or Bundle 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 specifications. Philips may change the published compatible
device list from time-to-time. Philips does not provide any maintenance or repair services for your
smart devices. Philips does not provide anti-virus software for your smart device;you are responsible
for purchasing anti-virus software or apps and for managing all virus issues in connection with your
smart devices. The Lumify Ultrasound Solution does not include any security software for your smart
devices.You are responsible for managing and maintaining firewalls or other appropriate security and
privacy measures for data residing on your smart devices.
7.1.2 If you selected the Lumify:Outright Purchase(transducer and cable only),the following terms apply:
7.1.2.1 You will purchase at your own expense a smart device from the approved list published
on the Lumify website,and you will install the Lumify SW App from the commercial play
store on the smart device.
7.1.2.2 You acknowledge that the purchase of a Lumify Ultrasound Solution does not include the
required smart device.
7.1.3 If you selected the Lumify System Bundle option, your shipment will include a compatible Android
device with the Lumify app pre-installed from the Google Play store and the following terms apply:
7.1.3.1 You authorize Philips to accept on your behalf the Samsung End User License
Agreement,which can be found at:
http://www.samsung.com/us/common/software eula.html.
7.1.3.2 You authorize Philips to perform basic setup steps and install Lumify SW on the tablet.
7.1.3.3 You agree to the limited replacement-only warranty coverage for the smart device as
identified in the warranty agreement.
7.1.3.4 After the warranty period for the tablet,terms under 6.1 (a)apply.
7.2 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 if you purchase
and register the transducer with Philips.
7.3 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).
7.4 As part of the Lumify Ultrasound Solution, Philips periodically collects system log information; you agree to
such collection when you purchase a Lumify Ultrasound Solution. See the Privacy Notice for more details.
8. Xtend Coverage
8.1 Services Provided. 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.
8.1.1 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.
8.1.2 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
Systems available in accordance with this schedule. Philips or its subcontractors will provide planned
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 20 of 52
January,2021
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.
8.1.3 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.
8.2 Exclusions. Unless specifically included in the Quotation,the Coverage does not include:
8.2.1 servicing a Covered System if contaminated with blood or other potentially infectious substances;
8.2.2 any service necessary due to:a design,specification or instruction provided by Customer or Customer
representative;
8.2.3 the failure of anyone to comply with Philips'written instructions or recommendations;
8.2.4 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;
8.2.5 any alteration or improper storage, handling, use or maintenance of a Covered System by anyone
other than Philips'subcontractor or Philips;
8.2.6 damage caused by an external source, regardless of nature, unless caused by Philips or Philips'
subcontractor;
8.2.7 any removal or relocation of a Covered System;or
8.2.8 neglect or misuse of a Covered System;
8.2.9 any cost of materials, supplies, parts, or labor supplied by any party other than Philips or Philips'
subcontractors;
8.2.10 any rigging or structural alteration incident to the Services;
8.2.11 consumable items and supplies (such as biomedical laser tubes and patient used pads), cryogens,
Positron Emission Tomography(PET)calibration sources,film, batteries,cassettes;
8.2.12 cosmetic repairs;
8.2.13 the cost of factory reconditioning, rebuilds,or overhauls if repairs cannot maintain a Covered System
in satisfactory operating condition;
8.2.14 disposing hazardous,infectious,or biomedical waste or materials;
8.2.15 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;
8.2.16 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,
8.2.17 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.
8.3 Customer Responsibilities. During the term of the Coverage, Customer will:
8.3.1 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;
8.3.2 dispose of hazardous or biological waste generated;
8.3.3 maintain operating environment within Philips specifications for the Site(including temperature and
humidity control, incoming power quality, incoming water quality,and fire protection system);
8.3.4 use Covered Systems in accordance with the published manufacturer's operating instructions;
8.3.5 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;
8.3.6 provide a secure dedicated space within Customer's main facility and at each additional facility or
location as necessary for the resident Philips staff;
8.3.7 provide Philips with broadband internet or Wi-Fi access for business purposes;
8.3.8 for any non-Philips system, provide Philips with the Covered System's service manuals;
8.3.9 maintain all software licenses applicable to each Covered System;
8.3.10 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");
8.3.11 the RSN hardware remains Philips'property and is only provided during the term of the Coverage;
8.3.12 provide Philips and its vendors full and free access to the RSN hardware to enable Philips to
remotely access the Covered System or non-Philips System;
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8.3.13 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,
8.3.14 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.
8.4 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.
8.5 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.
8.6 Documentation. Upon Customer's written request,Philips will provide repair and planned maintenance records
for each Covered System.
8.7 Term and Termination.
8.7.1 The term of this Agreement shall be set forth in the Quotation and incorporated herein.
8.7.2 This Agreement is non-cancelable and will remain in effect for the term specified in the Quotation.
8.8 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.
8.9 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.
8.10 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.
8.11 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.
8.12 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.
8.13 Philips Maximizer(Technology Upgrades PTU). If Maximizer is purchased under this Agreement,then Philips
will upgrade the Covered System's software as follows:
8.13.1 Philips will provide the latest available system software upgrades,if any,when available and approve
by Philips, to the Covered System operating system software, basic application software, and
software options purchased with the Covered System.
8.13.2 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 8.13.2 are subject to the
licensing terms and conditions included in the purchase of the Covered System from Philips.
9 Philips Maximizer Package
9.1 Philips Maximizer. If Maximizer is purchased under this Agreement, then Philips will upgrade the Covered
System's software as follows:
9.1.1 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.
9.1.2 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 9 are subject to the licensing
terms and conditions included in the purchase of the Covered System from Philips.
9.2 Clinical Education Training.
9.2.1 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)).
9.2.2 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.
9.2.3 Scheduling. Training must be scheduled at least eight (8) weeks in advance except for on-line
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training. Changes to scheduled Training must be received in writing by Philips at least two (2)
weeks prior to scheduled delivery.
9.2.4 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.
9.2.4 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.
9.2.5 Payment Options.
9.2.5.1 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.
9.2.5.2 Direct Course Purchase. Customer may purchase individual courses at then current
prices.
9.2.6 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.
9.2.7 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.
10. Collaboration Live
Collaboration Live subscription includes one system license and one user license;the number of
user licenses can be scaled up based on user needs. Collaboration Live is powered by MIT
Reacts,a web-hosted Infrastructure that is subject to additional terms and conditions located at
bit conditions.
Philips Slandard Terms and Conditions of Sale Rev Q.2 Page 23 of 52
Januag,2021
Schedule 3
Cardiac Informatics Portfolio(CAI)
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Image&Information Management System(Xcelera, Cardiology
Enterprise Viewer
Hemodynamics(Xper IM,Xper Flex Cardio)
IntelliSpace Cardiovascular(ISCV)
Cardiology Informatics(CAI) EKG Information Management(TraceMasterVue, IntelliSpace ECG)
Stress Testing System(ST80i)
Holter Monitoring System(DigiTrak)
Cardiographs(PageWriter)
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 10%of the purchase price shall be due with Customer's acceptance of the quotation.
2.1.2 70%of the purchase price shall be due on delivery of the major components of the Product. 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.
2.2 If the start of installation is delayed for any reason beyond the control of Philips for more than thirty(30)days
following the date that Philips notifies Customer that the major components of the Product are available for
delivery the unpaid portion of the purchase price shall be due on the thirty-first(31')day following such date.
3. Cancellation
3.1 The quotation is subject to change or withdrawal by Philips prior to written acceptance by Customer. All
purchase orders issued by Customer are subject to acceptance by Philips. If Customer cancels an order prior
to Product shipment, Customer shall pay a cancellation charge of fifteen percent(15%)of the net order price;
Orders are non-cancellable for Products is installed and accepted by Customer.
4. Delivery
4.1 Philips will use reasonable efforts to ship the Product to Customer: (a)by the mutually agreed upon shipment
date;or(b)by the date stated in the quotation;or,(c)as otherwise agreed in writing.
4.2 Philips will ship the Product according to Philips' standard commercial practices. Philips will deliver the
equipment during normal working hours,8:OOAM—5:00 PM, in the time zone where the Customer is located.
Philips may make, and Customer agrees to accept, partial shipments. Philips will pay shipping costs
associated with Product shipment.
4.3 Prior to the shipment of any Product, Philips may change the construction or the design of the Product without
notice to the Customer so long as the function,footprint,and performance of the Product are not substantially
altered.
4.4 If Customer requests a delay in the date major components of the Product are available for delivery, then
Philips will place the Product in storage and the unpaid portion of the purchase price shall be due.Customer
will reimburse Philips for all storage fees incurred from date of invoice.
5. Installation
5.1 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.
6. Leases
6.1 If Customer desires to convert the purchase of any product to a lease, Customer will arrange for the lease
agreement and all other related documentation to be reviewed and approved by Philips not later than ninety
(90)days prior to the date of the availability for delivery of major components of the product. The Customer
is responsible for converting the transaction to a lease and is required to secure the leasing company's
approval of all of these Terms and 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 this agreement'; (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
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 24 of 52
Januag,2021
there are multiple solutions on one quote the solution with the longest period for converting the transaction to
a lease shall prevail.
7. Customer Room Preparation Responsibilities
7.1 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:
7.1.1 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.
7.1.2 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.
8. Archive Requirement
8.1 Customer is required to have an archive for any Xcelera, Cardiology Enterprise Viewer, 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.
9 Certified Hardware
9.1 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
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............................................................................................................9...................................................................................t........................................................................................................................................................................................................q.Y............................................................................................)
10 Storage Sizing
10.1 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 Xcelera,
Cardiology Enterprise Viewer solution, 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 Xcelera, Cardiology
Enterprise Viewer, 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.
11 Unauthorized Patches and Anti-Virus Updates
11.1 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 McAfee and Symantec's anti-virus software 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 and anti-virus search engine versions that have
been validated by Philips as posted on the Philips service internet site.
12. Interfaces
12.1 Xper IM, Xper Flex Cardio & Xcelera, HCIS, Cardiology Enterprise Viewer and IntelliSpace
Cardiovascular (ISCV), and IntelliBridge Enterprise Licensed Software Interfaces (IBE). Philips'
obligation to provide any Xper IM,Xper Flex Cardio IM,Xcelera, Cardiology Enterprise Viewer, or
TraceMasterVue, Intellispace ECG, 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
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 25 of 52
.7anuag,2021
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.
13. Customer Controlled Workflow Tools
13.1 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(i)from Customer's
use of the Customer Controlled Workflow Tools or(ii)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.
14. Frequent Data Backup/Disaster Recovery Responsibility
14.1 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 sold under Schedule 3. Philips is also not
responsible for backing up the data in the CVIS core data database and any associated files. 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.
15. Statement of Work(SOW)
15.1 Professional services in connection with Xcelera, Xper, Cardiology Enterprise Viewer, IntelliSpace
Cardiovascular(ISCV),or IntelliBridge Enterprise Licensed Software (IBE)shall be performed pursuant to a
statement of work(SOW)which the parties will execute and attach to the applicable quotation,subject to the
terms set forth in these Terms and conditions of Sale and the applicable quotation. Philips may reject orders
for these Products without an SOW.
16. Support Services
16.1 During the applicable product warranty period, Philips shall provide,at no charge to Customer, Philips'then-
current in-warranty service for the products. Customer shall use Philips Remote Service (PRS) service to
enable Philips to access the system to perform its support obligations.
16.2 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.
17. Systems Administration Requirement
17.1 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.
18. Migration
18.1 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).
18.2 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.
18.3 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. Philips shall
have no responsibility under the
18.4 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.
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January,2021
Schedule 4
Monitoring and Analytics(MA)&Hospital Respiratory Care(HRC)Portfolio
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IntelliVue Patient Monitors and Systems
IntelliVue Telemetry System
Fetal Monitors
Measurement and Monitors
Suresigns
Clinical measurements
MR Patient Care Monitors
IntelliVue Critical Care and Anesthesia
IntelliSpace Perinatal
Clinical Informatics IntelliSpace ECG
IntelliVue Guardian Systems
IntelliBridge Family of Solutions
DreamStation
Sleep Therapy
DreamStation Accessories
Respiratory Ventilators
Airway Clearance Cough Assist
Masks
Hospital Respiratory Care Specialty Masks
Supplies
Circuits
Aerosol Mask
SideStream Nebulizers
Sidestream Plus
Respiratory Drug Delivery(RDD) Threshold IMT
Supplies Optichamberl-iteTouch Masks
Peak Flow Misc Asthma Mouth Pieces
Optichamber Diamond
Peak Flow Meters
ProChamber
Asthma Pack
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.
2. Cancellation
2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders
issued by Customer are subject to acceptance by Philips. If Customer cancels and order prior to product
shipment, Customer shall pay a cancellation charge of fifteen percent (15%)of the net order price. Orders
are non-cancellable for Products shipped.
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 For Monitoring and Analytics(MA)&Therapeutic Care(TC) Portfolio:
3.1.1.1 100%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. Orders
4.1 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
4.2 Orders for Hospital Respiratory Care and Respiratory Drug Delivery supplies are accepted through:
4.2.1 Philips Healthcare eStore:(http://www.philips.com/newhealthcarestore.);
4.2.2 Phone:800-225-0230;
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 27 of 52
January,2021
4.2.3 Email; medical supplies@philips.com;and
4.2.4 Fax:800-227-7843
5. Retum Policy
5.1 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.
5.1.1 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.
5.2 Returns after sixty(60)days of shipment shall be subject to a restocking charge.
5.3 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.
6. Delivery
6.1 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 agreed. In the absence of such
agreement, Customer's sole remedy is to cancel the order. If 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.
7. Leases
7.1 If Customer desires to convert the purchase of any product to a lease, Customer will arrange for the lease
agreement and all other related documentation to be reviewed and approved by Philips not later than thirty
(30)days prior to the date of the availability for delivery of major components of the product. The Customer
is responsible for converting the transaction to a lease, and is required to secure the leasing company's
approval of all of these Terms and 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 this agreement (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 solutions on one quote the solution with the longest period for converting the transaction to a
lease shall prevail.
8. Installation
8.1 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(31')day after delivery.
9. Philips IntelliVue Products
9.1 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:
9.2 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.
10. Clinical Informatics Products,and Philips IntelliVue Information Center Product Family
The following additional terms shall apply:
10.1 Anti-Virus.
10.1.1 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.
10.1.2 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.
10.2 Prior Validation of Operating System(OS)Updates and/or Upgrades.
10.2.1 Operating System patches introduced by Original Equipment Manufacturers (OEM) can impact the
performance of the application resulting in a risk to Patient Safety.
10.2.2Customers 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
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 28 of 52
January,2021
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 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 OB
TraceVue prior to running an OS Modification through the third party validation tool for IntelliSpace
Perinatal.
10.2.3 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.
10.2.4 It is the customers' responsibility to deploy applicable, validated updates at their discretion.
http://www.usa.phiIi ps.com/healthcare/about/customer-support/product-security.
10.2.5 See"Security for Clinical Networks"for additional security related information.
10.3 Interfaces.
10.3.1 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.
10.4 Frequent Data Backup/Disaster Recovery Responsibility.
10.4.1 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.
10.5 Statement of Work.
10.5.1 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.
11. Support Services
11.1 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.
11.2 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.
11.3 Warranty exclusions set forth in Section 8.6 of Philips Standard Terms and Conditions of Sale also apply
to Support Services. 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.
12. Customer Supplied Network(CSN)Installation and Configuration Responsibilities
12.1 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.
12.2 Customer Responsibilities:
12.2.1 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.
12.2.2 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
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 29 of 52
Januag,2021
clinical issue, a Philips Products issue, or a network connectivity issue and to contact the responsible
party for resolution.
12.3 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.
12.4 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.
13. Statement of Work
13.1 Philips shall not accept orders for IntelliSpace Perinatal without a signed statement of work accompanying
such order.
14. Sleep and Respiratory Care Products
14.1 Preparation of Site/Installation/Training:
14.1 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.
14.2 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.
14.3 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.14.1.4 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.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 30 of 52
January,2021
Schedule 5
Therapeutic Care Capital Portfolio
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Emergency Care&Resuscitation(ECR) AEDs
ALS Monitor/Defibrillators
Tern pus LS Tem us Pro Monitor
Tem us LS Defibrillator
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. Cancellation
2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders
issued by Customer are subject to acceptance by Philips. If Customer cancels an order prior to product
shipment, Customer shall pay a cancellation charge of fifteen percent (15%)of the net order price. Orders
are non-cancellable for Products shipped.
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: 100%of the purchase price shall be due thirty(30)days from Philips'invoice date.
4. Delivery
4.1 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.
5. Installation
5.1 Deployment and installation are Customer's responsibility.
6. Operating Software License
6.1 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.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 31 of 52
January,2021
Schedule 6
Monitoring and Analytics(MA)&
Medical Supplies and Consumables(MS)Portfolio
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Accessories /Supplemental
ECG Cables and Lead sets
ECG Electrodes
Fetal Measurements
Gas Measurements
Fetal&Medical Consumables and Supplies(MCS) NIBP Cuffs
Paper
Sp02 Adapter cables
Patient Care Sp02 Reusable sensor
Sp02 Single-patient
Temperature
AED Consumables
Emergency Care and Resuscitation
ALS Consumables
Jaundice
Children's Medical Ventures Calming and Soothing
Positioning Dev Care
Therapy Support
Invivo Invivo Monitor 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. Cancellation
2.1 Quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders
issued by Customer are subject to acceptance by Philips. If Customer cancels an order prior to product
shipment, Customer shall pay a cancellation charge of fifteen percent(15%)of the net order price. Orders are
non-cancellable for Products shipped.
3. Payment Terms
3.1 100%of the purchase price shall be due thirty(30)days from Philips'invoice date.
4. Orders
4.1 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.
4.2 Orders for Medical Consumables and Sensors are accepted through:
4.2.1 Philips e,i!! r :(http://www.phiIips.com/newheaIthcarestore.);
4.2.2 Phone:800- 25-0230;
4.2.3 Email; medical supplies@philips.com;and
4.2.4 Fax:800-227-7843
5. Return Policy
5.1 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.
5.1.1 The Customer Services Department of Philips Supplies Center in Andover, MA 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.
5.2 Returns after sixty(60)days of shipment shall be subject to a restocking charge.
5.3 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.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 32 of 52
January,2021
Schedule 7
EDI Software and Services Solutions
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Clinical Collaboration Platform--RadiologyViewer
Clinical Collaboration Platform-Clinical Repository TM
Clinical Collaboration Platform-Enterprise Viewer
Enterprise Diagnostic Imaging(EDI) Philips Vue Motion
Philips Vue PACS
Philips Vue Explorer
Philips Vue Beyond
Section 4(Trade-In), Section 5(Security Interest)and Section 7(Site Preparation and Installation)of the Philips
standard terms and conditions of Sale do not apply to this Schedule.
The following additional terms shall apply to sale of Licensed Software Products("EDI Software and Services
Solutions")under this Schedule:
1.1 License Term&Limitations.
Notwithstanding anything contrary in Philips standard terms and conditions of sale, the following license terms and
restrictions shall apply and govern in the event of conflict with terms expressly set forth in the Philips standard terms
and conditions of sale:
1.1.1 Definitions.
(i)"License Commencement Date" shall mean the date that Philips makes the EDI Software and Services
Solutions available to Customer for first use consistent with the usage rights and restrictions under the terms of
this Agreement, upon completion of its installation on the Customer server provided by Customer as part of the
Customer Provided Hardware or purchased through Philips and Network Infrastructure.Acceptance of all EDI
Software and Services Solutions shall occur upon the License Commencement Date. Customer shall promptly
sign the Philips CAI Device Installation Record ("MDIR")form, if requested, at such time.All fees for licenses
commence at the same time and, in the event of multiple sites, the all licenses and fees start at the License
Commencement Date for the first site, unless otherwise provided on a Quotation.
(ii)"Quotation"shall mean the Philips quote affixed to this schedule signed by the Customer for the Philips EDI
Software and Services Solutions. Each Quotation shall list all the fees and any license limitations applicable to
customers purchase of licenses, maintenance and support, professional services, including all installation,
migration, interfacing tasks set forth on a Statement of Work. All Licenses fees, maintenance fees,
subscriptions fees and professional services fees,as applicable,shall be payable per the payment terms in the
Quotation.
(iii)"Statement of Work"shall mean the Philips statement of work signed by the Customer and Philips at time
the Customer places its order to purchase EDI Software and Services Solution. A statement of work shall be
required for all EDI Software and Services Solutions and such document shall address in general terms all
interfacing and professional services delivery project scope requirements,at minimum.
1.1.2 EDI Software and Services Solutions Capital Model. This model is a perpetual license to a EDI Software and
Services Solution,commencing upon the License Commencement Date,subject to the license provisions in the
baseline agreement and any usage limitations set forth on the quote, as well as Sections 1.1.6-1.1.8,and 1.2-
1.5 of this Schedule.
1.1.3 Term License Model with Separate Maintenance and Support Purchase Option. Under this sale model, Each
EDI Software and Services Solution license shall commence on their License Commencement Date(as defined
in Section 1.1.1. above), and continue for the license period set forth on the quotation ("Term License").
Furthermore, in addition to the warranty set forth in Section 1.1.6, Philips shall provide the maintenance and
support services set forth in Schedules A or B affixed to this Agreement for such 90 day warranty period only.
Customer's purchase of maintenance and support services post warranty of the Term License are optional and
not required. Therefore, Philips shall have no obligation to perform maintenance and support on the Term
License software, for any period post warranty that Customer has elected not to purchase maintenance and
support agreement coverage. The license to a Software Solution shall expire upon the final anniversary date
of the License Commencement Date based on the number of years in the Term License, unless customer
renews the license term prior thereto.
1.1.4 Software Solution Subscription Option. Under the subscription service model, commencing upon the License
Commencement Date the Customer receives an annual subscription license for the number of years set forth
on the Quotation("Subscription License Term"), and the maintenance and support set forth in Schedules A or
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 33 of 52
.7anuag,2021
B,as applicable,affixed to this Exhibit for the entire Subscription License Term for one annual fee("EDI Software
and Services Solutions Subscription Option").Thereafter,the then current EDI Software and Services Solutions
Subscription Term shall expire on the end of the last anniversary date of the Subscription License Term,unless
Customer renews the subscription term prior thereto.
1.1.5 Products Warranties for all sales models 1.1.2-1.1.4. The warranties set forth in Section 9.3 and Section 9.5-
9.7 in the baseline Agreement shall apply to sales of the EDI Software and Services Solutions purchased under
Section 1.1.2-1.1.4 of this Schedule.
1.1.6 All Licenses are subject to a limited number of sites(by physical address),users,connections and study or exam
volume set forth in the Quotation. In all cases a"Site"shall mean a unique physical street address for imaging
equipment that has usage information sent to or pulled by the EDI Software and Services Solutions Licensed
Software and "Users" shall mean the number of named users that are employees or contract temporary
employees by the Customer legal entity expressly set forth on the Quotation and/or Statement of Work. In no
event shall GE, Siemens, or another medical device manufacturer, distributor, or independent service
organization use or have access to EDI Software and Services Solutions. Customer shall have the right to
replace a User with a different named User at no additional charge; provided that,the User being replaced is
permanently no longer using the EDI Software and Services Solutions Licensed Software to benefit Customer.
1.1.7 Prior to the assignment of any Licenses, including an assignment pursuant to a purchase of substantially all of
the Customer's assets, organic growth or expansion plans, Customer will provide Philips with written notice
along with reasonable data to determine how such events will impact the licensing limitations applicable to each
License. These events may require the Customer purchase additional Licenses to address a change in the
number of Users, Sites, connections and Annual Exam Volume prior to the use of EDI Software and Services
Solutions Licensed Software for such events.
1.1.8 Subject to fulfillment of any payment obligations by Customer arising from the use of the EDI Software and
Services Solutions Licensed Software, Philips grants Customer the applicable license under the model quoted.
All EDI Software and Services Solutions licenses are,non-exclusive,non-transferable and subject to compliance
with the usage, rights and restrictions set forth in the Agreement and solution description on the Quotation.
1.1.9 Termination Fees.The sales models offered by Philips under Sections 1.1.3&1.1.4 are non-cancellable for
their full term set forth in the Quotation("Term"). Accordingly, In the event customer provides written
termination notice other than Philips'uncured material breach or is in material breach of its obligations arising
therefrom and Philips terminates the Agreement for such models, Customer shall promptly pay Philips all
charges for the EDI Software and Services Solutions provided through the date of termination plus a
"Termination Charge"equal to the fees that Philips would have been entitled to receive for the balance of the
Term for such licenses,maintenance and support purchased,and/or subscription period. The parties agree
that all fees were negotiated based upon Customer's commitment to the full Term. Philips'damages in the
event that the Term is terminated early would be difficult or impossible to ascertain. The Termination Charge
is intended,therefore,to establish liquidated damages in the event of termination and is not intended as a
penalty.
1.2 Billing based on Customer Delays&Offset.
1.2.1 Billing.All installations of the EDI Software and Services Solutions shall commence no later than ninety(90)
days from the date Philips received a customer order for such solution("EDI Software Solution Required Installation
Commencement Period"). Philips shall have the right to commence billing on the earlier of(i)License Commencement
Date or(ii)expiration of the Required Installation Commencement Period,the later only to extent installation of EDI
Software and Services Solutions on a Customer Provided Hardware has not started. Customer shall pay such
invoices per the payment terms set forth in the Quotation or within thirty(30)days of Philips'invoice date. Following a
period of two(2)years from the start of a project, Philips shall maintain the right to bill Customer for all fees associated
with such project regardless if Customer decides to proceed with the project or not.
1.2.2 Offset. Payment obligations for the fee set forth on a Quotation for each EDI Software and Services Solutions
are independent fee obligations not subject to offset.
1.3 Philips Ownership in the EDI Software and Services Solutions.
The Licenses granted under these Philips Additional Terms and Conditions of Sale for all EDI Software and Services
Solutions offered under Sections 1.1.2-1.1.4 of this schedule 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. Except for the licenses set forth in this exhibit for the term
(under options offered per subsections 1.1.2-1.1.4), Philips retains all rights,title,and interest to all intellectual property
in or arising from the Licensed Software.
Third party software. The EDI Software and Services Solutions may include software from other commercial suppliers
who require Philips to pass through,or otherwise have Customer agree to,their end user license terms.Such terms are
set forth in Schedule C or otherwise provided via means including software delivery. Philips does not warrant the
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 34 of 52
Januag,2021
operation of third party software, rather all third party software acquired by Customer from Philips is subject to the
warranties contained in the third party software end user terms.
Open source software. The EDI Software and Services Solutions may also include open source software developed
under the Open Source initiative (www.opensource.org) or similar initiatives or where the original developer permits
unrestricted access to source code or free distribution of the code.All open source software is subject to its applicable
license terms,which are generally provided via software delivery,and is provided"AS IS".Philips does not warrant open
source software and neither Philips, nor any of the developers or contributors to open source software,shall have any
liability or obligation to Customer with respect to open source software beyond what is granted in the particular open
source software license.
1.4 Cancellation.
The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders issued
by Customer are subject to acceptance by Philips. If Customer cancels an order prior to product shipment, Customer
shall pay a cancellation charge of fifteen percent(15%)of the total order price. Orders are non-cancellable for Products
installed and accepted by Customer.
1.5 Statement of Work.
A Statement of Work 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.
1.6 Server Hardware.
1.6.1 Customer Provided IT Infrastructure. Customer shall be responsible to procure all hardware (including server,
storage,and client devices)and network bandwidth as set forth in the Statement of Work("Customer Provided Hardware
& IT Infrastructure").All Customer provided hardware must meet Philips certified hardware specification requirement.
Such requirement shall be listed on a Quotation or provided in the Statement of Work. The cost of any new hardware
or hardware change to use the EDI Software and Services Solutions, including any updates or upgrades provided by
Philips under Section 1.1.2-1.1.4, shall be Customer's obligation and not included in a purchase of EDI Software and
Services Solution.
1.6.2 Philips Pass Through Resale IT Infrastructure. In limited cases, Philips may offer a hardware pass through resale
service for servers that can be used with EDI Software and Services Solutions; however,this is offered purely for one
purchase order fulfillment convenient purposes and Customer shall remain responsible to work directly with the vendor
for such hardware directly for any break/fix non software issues and purchase any maintenance and support directly
with such vendor.
1.6.3 Philips Provided IT Infrastructure. Customer may elect to purchase hardware from Philips with an option to
purchase maintenance and support with Philips for any break/fix issues as described in Schedules A or B.
1.7 Customer Managed IT Support Structure
1.7.1 Customer Client Device Types. EDI Software and Services Solutions may solely be used with client device types
and minimum configuration specifications set forth on the Quotation,Statement of Work or Project Implementation Plan.
In all cases, EDI Software and Services Solutions are not designed nor recommended for mobile device use. Philips
shall not be responsible for issues arising therefrom. .
1.7.2 Third Party Interfaces for DoseWise. If DoseWise is purchased, all license fees for DoseWise are for use with
Philips products only.Use beyond Philips products are Customer's sole responsibility,risk and cost,including interfacing
the EDI Software and Services Solutions with a non-Philips original equipment manufactured medical device product.
1.7.3. PACS Interfaces. For those Customer's purchasing interface services listed in the statement of work,for which
Philips would have to create new interface code to work with third party vendor software, Customer shall ensure that
such third parties have completed such interface work for their software by the interface testing date set forth in the
project plan.Any delays in meeting such date are the sole responsibility of Customer. 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,except for amounts representing the cost for work performed by Philips prior to such
termination which Philips shall be entitled to retain. 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,when Customer's third party vendor is available to perform interface
testing at such time.
1.7.4 Data Archiving. Customer is required to have an archive for all EDI Software and Services Solutions that are
used as diagnostic tools to provide patient care(Workflow Tool are Excluded). 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,
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 35 of 52
.7anuag,2021
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 as a one off third party item at Customer's request.
1.7.5 Storage Sizing 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 EDI Software and Services Solutions,whether through procurement from Philips as a third
party item 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 long as it meets the requirements published
by Philips.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 Software Solutions,which includes monitoring the storage archive device
for its utilization levels and planning any necessary storage changes as Customer's requirements change.
1.7.6 Frequent Data Backup/Disaster Recovery Responsibility. 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 EDI
Software and Services Solutions. Customer is responsible for performing frequent backups of any data, patient
information or images residing on the repository database on Philips EDI Software and Services Solutions,or an
archive,on a daily basis at minimum.
1.7.7 Unauthorized Patches and Anti-Virus Updates. 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 EDI Software and Services Solutions. Philips shall perform validation testing of
certain Microsoft operating systems,and certified antivirus 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 and anti-virus search engine versions that have been validated by Philips as
posted on the Philips service internet site.
1.7.8 Systems Administration Requirement. Customer,at all times,shall have a designated systems administrator that
has completed systems administration training for the version of the EDI Software and Services Solutions running at
Customer's site. Systems administration training is set forth in the Quotation.
1.8 Data Usage. If Performance Bridge Practice Solution is purchased under this Schedule, as part of the
PerformanceBridge Practice Solution, Philips shall provide benchmarking information to all of its customers in general
about the customer user base as it applies to their use of the Performance Bridge Practice Solution as a whole and best
practice information based on lessons learned by our users. However, in doing so, Philips shall de-identify Customer
data. Philips may use Customer information in support of such benchmarking deliverable and such process of de-
identification shall occur on Customer's premises. Separation of such from the benchmarking database is impossible,
therefore Philips shall have the right to continue using such data upon expiration of this Agreement;provided that,Philips
protects it and indemnifies for such use pursuant to this Section 1.4. In no event shall Philips use Customer's name in
a press release or marketing materials,without the express written consent of Customer. Philips does reserve the right,
and may, use benchmarking information in marketing materials or advertising to extent made in compliance with this
Agreement and not attributed to one specific customer.
In the case of all EDI Software and Services Solutions, Philips may use de-identified information to improve the EDI
Software and Services Solutions, including serviceability thereto, as well as the Philips products to which such de-
identified data arose. In all cases,such improvements are made available for purchase to all EDI Software and Services
Solutions customers. Philips shall defend, indemnify, and hold Customer harmless from any breach of its obligations
under this Agreement with respect to permitted use of de-identified data for benchmarking purposes, marketing,
advertising,or improving the serviceability of the EDI Software and Services Solutions.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 36 of 52
Januag,2021
Schedule A
Annual Maintenance and Support for EDI Software and Service Solutions other than PACS
1. TELEPHONE AND REMOTE SUPPORT.
1.1 Telephone Support. Telephone and Remote Support coverage is included with all software maintenance
agreements.Technical and Clinical Telephone and Remote Support coverage services are available twenty-
four hours per day,seven days per week including Philips recognized holidays.
1.2 Remote Access&Diagnostics. Philips may remotely access the EDI Software and Services Solutions to
perform Services. Customer shall provide Philips remote access to the EDI Software and Services Solution.
1.3 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.
1.4 InCenter Access. Philips will provide Customer access to Philips web based support tool for the system(s)
covered under this Agreement.
1.5 Online Education.Customer shall be entitled to unlimited access to the virtual classroom at the online Philips
Learning Center during the term of the Agreement.
2. INTERFACE SUPPORT. Philips supports DICOM and HL7 communication to and from the EDI Software and
Services Solutions as per Philip's standard specifications as published per message type. In the case of new
software versions provided hereunder, Philips shall provide the following:
2.1 If the EDI Software and Services Solutions,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
as part of the Upgrade Project,additional fees may apply
2.2 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 EDI Software and Services Solutions
that involves modifications to the interface specifications, Philips will provide a quote to Customer for
additional professional services fee and 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 EDI Software and Services Solutions to support such new interface specifications at a
schedule and additional cost to be mutually approved by Philips and the Customer. Philips is not responsible
for issues arising from third party modifications to their software or interfaces that result in errors fielding
inquires or sending data to EDI Software and Services Solutions.
3. SOFTWARE VERSIONS AND UPDATES. If a new software version or update is available for the EDI Software
and Services Solutions, and the requirements of the Agreement are satisfied, then Philips will upgrade the EDI
Software and Services Solutions application software during the term of the Agreement as follows:
3.1 Philips will provide new software versions and updates of software for the licensed EDI Software and Services
Solutions applications originally purchased by Customer. Third party software including, but not limited to
client and server operating system licenses to use such updates,database software licenses, and anti-virus
software is not included. Hardware updates and replacement are not included.
3.1.1 Functionality. Customer is entitled to Updates and Upgrades for the EDI Software and Services Solutions
n applications Philips makes generally commercially available to customers having maintenance and
support on the same EDI Software and Services Solutions application with the same software version and
purchased options,original purchased by Customer.Customer acknowledges that certain functionality in
current and previous software versions may not be available in future new software versions.
3.1.2 "Updates" means fixes or corrections for Software bugs to enable the Software to perform in
accordance with its Documentation which is typically designated by a change
in the third number in the series.Software Update is made generally available to its customer that
are under a service or maintenance agreement without charge. Updates do not include new products,
modules or extensions for which Philips elects to charge separately.
3.1.3 "Upgrades"means a new version or release of software that contains new features and enhancements to
functionality and may include a change to the platform. A new version and release are typically designated
by a change in the first or second number in the series. Software Upgrades are made generally
available to its customer that are under a service maintenance agreement without charge provided
however, Customer will be charged for professional services fees and other fees as a result of a change to
the Server Hardware associated with the Upgrades. New optional licensable software may be available for
additional software and services fees and shall not include Software changes with a version change in the
first or second number in the series.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 37 of 52
.7anuag,2021
3.1.4 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.
3.2 To receive a new software version:
3.2.1 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 EDI Software and Services Solutions
by Philips personnel;
3.2.2 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 Exhibit;and
3.2.3 The EDI Software and Services Solutions that will receive the version or update must meet the
specifications of the new software version. Customer shall provide the EDI Software and Services
Solutions hardware or software necessary to meet such specifications.
"Unless specifically included elsewhere in this Agreement, software versions and updates do not include:
applications that were not purchased with the EDI Software and Services Solutions, including any third party
software,such as virus protection software,third party custom interface software,operating system software
for client device or server hardware.)
4. CUSTOMER SUCCESS MANAGEMENT SERVICES. 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:
4.1 If applicable, 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 EDI Software and Services Solutions service issues resolved during the previous period,
and review any open or unresolved issues.
4.2 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.
4.3 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.
5. ANNUAL REVIEW. If applicable, Philips and Customer will annually review the EDI Software and Services
Solutions covered by the Agreement to match quantities of equipment,connections,site or annual exam volumes
being used by Customer and to adjust price if actual usage exceeds any licenses purchased.
6. HARDWARE SUPPORT COVERAGE.
6.1 If Server Hardware is purchased from Philips and Customer elects to purchase maintenance and support
from Philips,Philips or Philips designated third parties,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 or repairs as follows:
Support Parts.If included in the Agreement,then Philips will provide the technical and clinical phone support
as well as parts for corrective services for Covered System hardware covered under this Schedule. Unless
otherwise specified,parts will be shipped via priority delivery.
6.2 ONSITE
Philips or Philips designated Original Equipment Manufacturer(OEM)Service representatives or third parties will
provide the parts,labor and travel for corrective Services for Hardware covered in the Service Agreement Monday
through Friday,8:00 AM to 5:00 PM local time.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 38 of 52
Januag,2021
Schedule B
Annual Maintenance and Support for PACS Software and Services Solutions
1 TELEPHONE AND REMOTE SUPPORT.
1.1 Telephone Support. Telephone and Remote Support coverage is included with all software maintenance
agreements.Technical and Clinical Telephone and Remote Support coverage services are available twenty-
four hours per day,seven days per week including Philips recognized holidays.
1.2 Remote Access&Diagnostics. Philips may remotely access the EDI Software and Services Solutions to
perform Services. Customer shall provide Philips remote access to the EDI Software and Services Solutions.
1.3 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.
1.4 Online Education.Customer shall be entitled to unlimited access to the virtual classroom at the online Philips
Learning Center during the term of the Agreement.
2 INTERFACE SUPPORT.Philips supports DICOM and HL7 communication to and from the EDI Software and
Services Solutions as per Philip's standard specifications as published per message type. In the case of new
software versions provided hereunder, Philips shall provide the following:
a. If the EDI Software and Services Solutions, 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 as part of the Upgrade Professional Services fees.
b. 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 EDI
Software and Services Solutions that involve 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 EDI Software and Services Solutions to support such new interface specifications at a
schedule and additional cost to be mutually approved by Philips and the Customer. Philips is not
responsible for issues arising from third party modifications to their software or interfaces that result
in errors fielding inquires or sending data to a EDI Software and Services Solutions.
3 SOFTWARE VERSIONS AND UPDATES. If a new software version or update is available for the EDI
Software and Services Solutions, and the requirements of the Agreement are satisfied, then Philips will
upgrade the EDI Software and Services Solutions application software during the term of the Agreement for
a Professional Services fee as follows:
a. Philips will provide new software versions and updates of software for the licensed EDI Software
and Services Solutions applications originally purchased by Customer. Third party software
including, but not limited to client and server operating system licenses to use such updates,
database software licenses, and anti-virus software is not included. Hardware updates and
replacement are not included.
i. Functionality. Customer is entitled to updates and upgrades for the EDI Software and
Services Solutions applications Philips makes generally commercially available to
customers having maintenance and support on the same EDI Software and Services
Solutions application with the same software version and purchased options, original
purchased by Customer.Customer acknowledges that certain functionality in current and
previous software versions may not be available in future new software versions.
ii. "Updates" means fixes or corrections for Software bugs to enable the Software to per
form in accordance with its Documentation which is typically designated by a change
in the third number in the series.Software Update is made generally available to its
customer that are under a service or maintenance agreement without charge. Updates do not
include new products, modules or extensions for which Philips elects to charge separately.
iii. "Upgrades"means a new version or release of software that contains new features and
enhancements to functionality and may include a change to the platform. A new version and
release are typically designated by a change in the first or second number in the
series. Software Upgrades are made generally available to its customer that are under a
service maintenance agreement without charge provided however, Customer will be charged
for professional services fees and other fees as a result of a change to the Server Hardware
associated with the Upgrades. New optional licensable software may be available for
additional software and services fees and shall not include Software changes with a version
change in the first or second number in the series.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 39 of 52
Januag,2021
iv. 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.
b. To receive a new software version:
i. New Order for professional services and hardware, if purchasing from Philips, and a
statement of work.
ii. 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 EDI Software
and Services Solutions by Philips personnel;
iii. 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 Exhibit;and
iv. The EDI Software and Services Solutions that will receive the version or update must
meet the specifications of the new software version. Customer shall provide the EDI
Software and Services Solutions hardware or software necessary to meet such
specifications.
"Unless specifically included elsewhere in this Agreement, software versions and updates do not include:
applications that were not purchased with the EDI Software and Services Solutions, including any third party
software,such as virus protection software,third party custom interface software,operating system software
for client device or server hardware.)
4 ANNUAL REVIEW. If applicable, Philips and Customer will annually review the EDI Software and Services
Solutions covered by the Agreement to match quantities of equipment, connections, site or annual exam
volumes being used by Customer and to adjust price if actual usage exceeds any licenses purchased.
5 Customer Requirements.
5.1 Minimum Network Requirements. Customer shall provide at a minimum a switched 1 Gb/s local area
network(LAN)and 5ms latency. Provided Customer with sites reading large studies,such as large CTs
(study size>700 MB and number of frames>1000)and mammography tomosynthesis Studies, Customer
shall provide a 1 Gb/s network adapter and 1 Gb/s end-to-end connection to the server. For Study
acquisition scenarios that require'stat'interpretation, Hardware(DICOM processors and storage modules)
and Client Devices must reside on a contiguous 1 GB/s switched LAN. DSL,cable modem,satellite and
other non-commercial-grade technologies should not be used due to high-latency. Issues including delays
with image retrieval,delays in Study migration between servers/locations,and application responsiveness
issues(pauses, halting)may be experienced when the Software Services is used on a network that does
not meet the Minimum Network Requirements.
5.2 Network Access. Customer shall provide Philips with 24x7 direct VPN remote network access
to the Customer Provided Hardware to enable Philips to monitor,maintain, upgrade and support the PACS
Services. Customer must provide Philips with administrator access to all Software and third party software
installed on the Customer Provided Hardware. Customer will allow Philips to establish a site to site VPN
using either a Philips manage firewall/VPN device or a Customer managed VPN device for secure access to
Customer Provided Hardware. The Customer shall allow the Customer Provided Hardware to send alert
messages over the VPN to Philips for proactive monitoring. The Customer will work with Philips to establish
the VPN and enable the required access to support the Customer Provided Customer Provided Hardware.
If the VPN is established using Customer's VPN device AND the Customer Provided Hardware is assigned
a private IP,the Customer will need to work with Philips to translate the private IP to something unique to
both networks. This is not necessary if using a Philips supplied firewall/VPN device.
Customer shall allow outgoing e-mail from the Customer Provided Hardware to access Philips SMTP e-mail
service. Email access is required in order for Philips to monitor,maintain, upgrade and support the PACS
Services which Customer must use Philips'secure managed SMTP relay in order to avoid any possible
transmittal of unencrypted sensitive data or PHI. Upon reasonable advance notice, Customer shall provide
Philips personnel or subcontractors with physical access to all Customer Provided Hardware to support,
maintain and upgrade such Customer Provided Hardware.
Customer shall notify Philips of any planned VPN connection, network outages or configuration changes
that impact Philips remote monitoring or servicing the Customer Provided Hardware. Philips shall not be
liable for remote support availability issues or other service delays caused by Customer's failure to permit
remote access. If Customer is using Philips Cloud and/or archiving services,a Philips managed VPN
device is required
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 40 of 52
Januag,2021
Under no circumstances shall users be permitted to access the Software Services remotely except via a
Customer VPN providing adequate security and network functionality establishing a 1 GB connection
between the Client Device being used remotely and the server for the Software Services. Philips shall have
no liability under this Agreement for events arising from or use of the Software Services remotely by users in
a manner not meeting the foregoing requirements.
5.3 Modalities. Each Customer modality connected to the EDI Software and Services Solutions
must have a published DICOM format(or successor industry standard)conformance statement. Philips will
provide connectivity testing for all Modalities without charge for the initial installation per the project
implementation plan.Thereafter,any such services shall be chargeable at Philips then current professional
services rates. Philips will not validate the quality of the data generated by Customer modalities. Philips will
confirm that the modality will connect to the EDI Software and Services Solutions and the EDI Software and
Services Solutions will be able to store and display the data as delivered by the modality. Philips will
cooperate with Customer's Modality vendors without charge to troubleshoot any Modality connectivity
issues.
5.4 No Modification of Customer Provided Hardware. Customer may not modify,relocate,or
install third-party software on the Customer Provided Hardware without Philips'prior written consent.
Philips will attempt to reasonably accommodate any Customer requests to relocate Customer Provided
Hardware.
6.1 Customer Support.
i) Customer may report issues or obtain technical support 24 hours a day,7 days a week
by telephoning 877-328-2808 or online web portal. Philips shall respond to Customer
by phone during the Coverage Period for failures rendering all functionality or a
substantial proportion of functionality unavailable or unusable which significantly impacts
multiple active users and/or affects patient care("Critical Failure") of any service plan
within 60 minutes of (i) call receipt within the Coverage Period or (ii) commencement
of the next Coverage Period if calls are received after hours or within less than
60 minutes from the end of the current Coverage Period ("Call Response Time").
Prior to contacting Philips, Customer shall perform any problem determination
procedures, diagnostic activities and actions detailed by Philips in the
Documentation or other customer communications.
ii) Philips includes Philips' proprietary remote management service (" RMS" ) which,
when configured and enabled, allows Philips to remotely monitor, diagnose and
resolve a variety of software issues, and remotely install Updates, through a secure,
encrypted internet connection or a secure remote service access (" SRSK) virtual
private network ("VPN") connection. As a condition of Philips performing services
described herein, Customer shall permit Philips to use its remote access tools as its
first call response method for software service requests.
iii) Philips will provide Customer with Customer-requested IP address changes, native
DICOM connections, technical Training and other non-warranty support and services
upon request at Philips'then published rates.
6.2 Philips shall have no obligation or liability for Software Services problems attributable to any of the
following and Customer shall pay Philips,at Philip's then current rates,for any time Philips spends diagnosing
or correcting issues caused by any of the following:
a) Modifications, additions or attachments to the Operating Environment, or Software
Services, unless such modifications are performed by, and at the request of, Philips and
such additions and attachments are purchased from, or specified by, Philips;
b) Customer's failure to (i) follow the Documentation;(ii)perform,or permit Philips,to perform
routine maintenance; (iii) adhere to the Operating Environment; or (iv) adhere to site
preparation and environmental specifications;
c) Misuse, abuse, accident,vandalism, viruses or any other malicious or negligent act or
omission by a party that is not under the direct control of Philips;
d) Environmental conditions, moisture or water, excessive radiation, improper servicing or
fire;
e) Electrical problems caused by power surges, lightning or Customer's wiring or electrical
supply;
f) Network issues,problems caused by Customer's other vendors,or issues related to or caused
by non-Philips equipment, hardware or software.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 41 of 52
Januag,2021
g) The Philips customer support center will provide connectivity testing from Philips PACS
system to the customer supplied network; any network connectivity issue beyond the Philips
managed system will require customer network engineering support.
6.4 Supported Release. Philips supports the current product release and one prior product release(a
"Supported Release"). A prior product release is the most recent product release with a lower release number
than the current product release. Philips'service level commitments, including the uptime performance
warranty,will not apply if Customer is not using a Supported Release.
7. HARDWARE SUPPORT COVERAGE.
7.1 If Server Hardware is purchased from Philips and Customer elects to purchase maintenance and support
from Philips,Philips or Philips designated third parties,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 or repairs as follows:
Support Parts.If included in the Agreement,then Philips will provide the technical and clinical phone support
as well as parts for corrective services for Covered System hardware covered under this Schedule. Unless
otherwise specified,parts will be shipped via priority delivery.
7.2 ONSITE
Philips or Philips designated Original Equipment Manufacturer(OEM)Service representatives or third parties will
provide the parts,labor and travel for corrective Services for Hardware covered in the Service Agreement Monday
through Friday,8:00 AM to 5:00 PM local time.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 42 of 52
Januag,2021
Schedule C
Third Party Software End-User License Terms
(AS MAY BE UPDATED BY PHILIPS FROM TIME TO TIME)
The product(s) you purchase may include third party components with separate legal notices or governed by other
applicable agreements that apply to you,including those provided below(in PDFs or via links)or in files or with software
accompanying such product(s) delivered to you. Unless otherwise provided, you are considered an end user in the
terms below.
1. Synapse has copyright to the Synapse French spelling and grammar checking software that may be
embedded in your product(s).
2. Multiple Al algorithms for medical analytics:
Zebra 2017 EULA.pdf
3. Orthopedic templating solution(Orthoview):
Orthoview EULA.pdf
4. Software for neurosurgery:
Brainlab EULA.pdf
5. Graphic processing software:
Sonic Solutions
(Corel Corporation)-E
6. Advanced breast cancer detection solutions:
iCAD EULA.pdf
7. Imaging software-3D rendering solution:
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8. Imaging software for mammography:
Penrad EULA.pdf
9. MRI &CT medical imaging software:
Philips Standard Terms and Condilions of Sale Rev Q.2 Page 43 of 52
.7anuag,2021
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13. Database registry:
Oracle
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15. Microsoft:
a. OEM Microsoft VWndowo1OO/SLicense:
u Microsoft Windows Server Embedded License: The following document sets forth the requirement by
Microsoft on your use ofthe software and forms the Key User Agreement between you and Philips.You
are the"Enterprise Customer"and Philips is the"Company"as used in the PDF below.
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Philips Standard Ternis and Conditions ofSale Rev Q.z Page 44 of52
SCHEDULE D
QUOTATION
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 45 of 52
Januag,2021
Page 1/4
PHILIPSFormal Quotation
Document number:2301168640
Date of issue:04/19/2021
Sold to (94472718): Last updated:04/19/2021 19:23:56
Monroe County Fire Rescue Expiration date:06/19/2021
490 63rd Street Ocean E Ourfederal tax IDM 133429115
MARATHON FL 33050-4720
UNITED STATES Our contact details
Account Manager:Jake Nyhart
Telephone:315-703-1872
Incoterms:FOB DESTINATION
Payment terms:Within 30 Days Due Net
Item Product and Description Quantity UoM Price/Unit Amount
Currency:USD
10 989706001661 2 PCE List Price 39,000.00/1 PCE 78,000.00
Tempus ALS Man Package 1 Dollar Commit Disc.(30%) -23,400.00
Old material number:-3004-US Net amount 27,300.00/1 PCE 54,600.00
Commodity code(HS/HTS):9018906400
20 989706001461 1 PCE List Price 1.00/1 PCE 1.00
English Dollar Commit Disc.(30%) -0.30
Commodity code(HS/HTS):4901100000 Net amount 0.70/1 PCE 0.70
30 989706001221 2 PCE List Price 500.00/1 PCE 1,000.00
ST&QT Real Time Licence Dollar Commit Disc.(30%) -300.00
Old material number:5-2026 Net amount 350.00/1 PCE 700.00
40 989706001251 2 PCE List Price 1.00/1 PCE 2.00
Patient Data Email Licence Dollar Commit Disc.(30%) -0.60
Old material number:5-2053 Net amount 0.70/1 PCE 1.40
50 989706001261 2 PCE List Price 1.00/1 PCE 2.00
ePCR Export Licence Dollar Commit Disc.(30%) -0.60
Old material number:5-2054 Net amount 0.70/1 PCE 1.40
Via ACH/EFT: Via Check:
Payee:Philips Healthcare Philips Healthcare
Bank:Bank of America P.O.Box 100355
Account#:3750202223 Atlanta,GA 30384-0355
ABA#:1110-0001-2 4 ""
Page 2/4
PHILIPSFormal Quotation
Document number:2301168640
Date of issue:04/19/2021
Item Product and Description Quantity UoM Price/Unit Amount
Currency:USD
60 989706001271 2 PCE List Price 3,250.00/1 PCE 6,500.00
12-Lead ECG Licence(AAMI) Dollar Commit Disc.(30%) -1,950.00
Old material number:5-2055 Net amount 2,275.00/1 PCE 4,550.00
Commodity code(HS/HTS):49070090
70 989706012550 2 PCE List Price 515.00/1 PCE 1,030.00
Inseego 4G Dongle Kit Factory Dollar Commit Disc.(30%) -309.00
Old material number:1-2301 Net amount 360.50/1 PCE 721.00
Commodity code(HS/HTS):90189084
80 989706002131 2 PCE List Price 232.00/1 PCE 464.00
Glasgow ECG algorithm Dollar Commit Disc.(30%) -139.20
Old material number:5-2075 Net amount 162.40/1 PCE 324.80
Commodity code(HS/HTS):49070090
90 989706010005 2 PCE List Price 750.00/1 PCE 1,500.00
IntelliSpace Corsium Reach Bak(24*7) Dollar Commit Disc.(30%) -450.00
Old material number:5-2071 Net amount 525.00/1 PCE 1,050.00
Commodity code(HS/HTS):49070090
100 989706001741 2 PCE List Price 75.00/1 PCE 150.00
Tempus Pro Pouch Rail System-Right Dollar Commit Disc.(30%) -45.00
Old material number:5-2039 Net amount 52.50/1 PCE 105.00
Commodity code(HS/HTS):90229020
110 989706000681 2 PCE List Price 400.00/1 PCE 800.00
2-Channel Invasive Pressure Licence Dollar Commit Disc.(30%) -240.00
Old material number:1-2108 Net amount 280.00/1 PCE 560.00
Commodity code(HS/HTS):90229020
120 989706000391 2 PCE List Price 8,950.00/1 PCE 17,900.00
USB C-MAC S Imager Video Laryngoscope Dollar Commit Disc.(30%) -5,370.00
Old material number:1-2044 Net amount 6,265.00/1 PCE 12,530.00
Commodity code(HS/HTS):9019200000
130 890416 1 PCE List Price 2,225.00/1 PCE 2,225.00
Patient Care Service Agreement
A11 3 Years of Service 1 PCE 0.00/1 PCE 0.00
B01 Bench Repair 1 PCE 0.00/1 PCE 0.00
Via ACH/EFT: Via Check:
Payee:Philips Healthcare Philips Healthcare
Bank:Bank of America P.O.Box 100355
Account#:3750202223 Atlanta,GA 30384-0355
ABA#:1110-0001-2 4 ""
Page 3/4
PHILIPSFormal Quotation
Document number:2301168640
Date of issue:04/19/2021
Item Product and Description Quantity UoM Price/Unit Amount
Currency:USD
C01 Performance Assurance(PA) 1 PCE 0.00/1 PCE 0.00
Dollar Commit Disc.(15%) -333.75
Net amount 1,891.25/1 PCE 1,891.25
140 890416 1 PCE List Price 656.00/1 PCE 656.00
Patient Care Service Agreement
A10 2 Years of Service 1 PCE 0.00/1 PCE 0.00
CO2 PA During Warranty 1 PCE 0.00/1 PCE 0.00
Dollar Commit Disc.(15%) -98.40
Net amount 557.60/1 PCE 557.60
Total net amount 77,593.15
Philips Healthcare is pleased to inform you that financing of its products and services is available to qualified applicants. To obtain more information
contact Philips Medical Capital @ 866-513-4PMC.
The discount quoted herein is/are a combination
of the Purchase Agreement Discount and
a Special Negotiated Discount.
MD Buyline--Please be aware that MD Buyline utilizes Philips current list prices as the basis of calculation for discount comparisons. If you are a
customer utilizing a GPO contract with fixed pricing, it is likely that the list price on this quotation is based on an older published price list,and may
be considerably less than the current list pricing that MD Buyline uses in its analysis. As such,the MD Buyline discount recommendation may be
higher than the Philips offering for your particular purchase. If you have a question, please ask your Sales Representative for clarification.Should
you have concerns or want additional information relative to how discount comparisons are calculated at MD Buyline,please call your analyst at MD
Buyline.
All work is scheduled within normal working hours;
Monday through Friday,8 a.m.to 5 p.m.excluding Philips
holidays.
All pricing is based on travel zones 1-3. For travel zones beyond 1-3,consult your Philips sales rep for alternate pricing.
It is the customers responsibility to provide Philips with
the access necessary to complete the quoted work in a
continuous start to finish manner.
Excessive delays and multiple visits will result in additional charges.
All prices are based upon'adequate access'to work areas that are free from obstruction.
If it is determined, during the implementation that asbestos removal is required; Philips will suspend performance until the Customer remediates
the asbestos.
Philips will work with the customers staff to reduce the downtime during the system transition.
Products are for USA end-use only.Taxes, if applicable, are not included unless noted but will be added to the invoice.The Purchase Order must
reference the Quote Number and your Purchase Agreement.Please indicate your requested delivery date and your preference,if any,to accept and
pay for partial shipments. If this quote includes Value-Added Services,they may be invoiced separately.Additional sold training must be completed
within twelve months of delivery/installation. System cabling,if included,is specified at the standard grade unless noted otherwise.
Via ACH/EFT: Via Check:
Payee:Philips Healthcare Philips Healthcare
Bank:Bank of America P.O.Box 100355
Account#:3750202223 Atlanta,GA 30384-0355
ABA#:1110-0001-2 4 ""
Page 4/4
PHILIPSFormal Quotation
Document number:2301168640
Date of issue:04/19/2021
This quote specifically excludes Licensing&Permit Fees,Prevailing Wage Compensation and Union Labor.
IMPORTANT NOTICE: Health care providers are reminded that if the transactions herein include or involve a loan or a discount(including a rebate or
other price reduction),they must fully and accurately report such loan or discount on cost reports or other applicable reports or claims for payment
submitted under any federal or state health care program,including but not limited to Medicare and Medicaid,such as may be required by state or
federal law,including but not limited to 42 CFR 1001.952(h).
This quotation is issued pursuant to,and any PO for the items herein will be accepted subject to the Terms of any current Contract with the customer.
If there is no contract in place,this quotation is issued pursuant to,and any PO for the items herein will be accepted subjected to Philips Terms and
Conditions of sale posted at http://www.usa.philips.com/healthcare/about/terms-conditions and the terms herein.
This quotation contains confidential and proprietary information of Philips Healthcare and is intended for use only by the customer whose name
appears on this quotation.lt may not be disclosed to third parties without prior written consent of Philips Healthcare.
Save time and effort on your next order.
Try online ordering!
The Philips Healthcare Store has many of the consumables and supplies you order as a healthcare professional.Check out the
store today;it's easy to register!
http://www.patientcare.shop.philips.com/
Please send purchase orders via email,fax or mail to:
Email:Healthcare.Orders@philips.com
Fax:1-800-947-3299
Philips Healthcare
A division of Philips North America LLC
414 Union St,2nd Floor
Nashville,TN 37219
Via ACH/EFT: Via Check:
Payee:Philips Healthcare Philips Healthcare
Bank:Bank of America P.O.Box 100355
Account#:3750202223 Atlanta,GA 30384-0355
ABA#:1110-0001-2 4 ""
Schedule 8
Invivo Corporation Portfolio(Invivo)
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Magnetic Resonance Imaging(MRI)Coils Capital Coils
Consumables Consumables Coils
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 Invivo.
2. Cancellation
2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders
issued by Customer are subject to acceptance by Philips. If Customer cancels and order prior to product
shipment, Customer shall pay a cancellation charge of fifteen percent(15%)of the net order price. Orders are
non-cancellable for Products shipped.
3. Payment Terms
3.1 Quotation. Philips may quote and invoice the Invivo products in the name of its affiliate, Invivo, Corporation.
3.2 Payment Terms: Unless otherwise specified in the quotation, Invivo 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 Invivo'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 Invivo Corporation:
3.3.1 For Invivo Coils:
Invivo Corporation
3650 NE 53rd Avenue
Gainesville, FL 32609
Tel: 1-877-I NVIVOl
Fax: 1-352-264-3432
3.4 Invoices. Unless otherwise specified in the quotation, Invivo will issue one invoice(s)for the Products identified
on this Product Specific Schedule under "Invivo Corporation" and a separate and unique invoice(s) for the
Products listed in all other Product Specific Schedules under "Philips". Invivo 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.
3.6 Support Services. If any,shall be invoiced and paid as set forth on the quotation.
4. Shipment
4.1 Invivo 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. Invivo will ship the product
according to Invivo's standard commercial practices.
5. Delivery
5.1 Invivo will make reasonable efforts to meet Customer's delivery requirements. If Invivo is unable to meet
Customer's delivery requirements,alternative arrangements may be agreed. In the absence of such agreement,
Customer's sole remedy is to cancel the order. If Customer requests a major delay in the date of delivery of the
product, Invivo may attempt to arrange re-delivery within a reasonable time or may terminate the order.
6. Return Policy
6.1 If there is a problem with an order, Invivo wants to correct it as soon as possible. Please note the following
instructions before returning merchandise to Invivo.
6.2 Buyer must first receive a Returned Goods Authorization(RGA)from the Invivo Customer Service Department
in Gainesville, Florida at 1-877-INVIVO1. 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.
6.3 Returns after sixty(60)days of shipment shall be subject to a restocking charge.
6.4 Invivo does not accept returns of Consumables Products that have been opened, are expired or damaged.
Please contact Invivo Customer Service Department at 1-877-INVIVOl for guidance on any returns.
7. Installation
7.1 For Products with installation included in the purchase price,acceptance by Customer occurs upon completion
of installation by Invivo.For Products without installation included in the purchase price,acceptance by customer
occurs upon delivery. If Customer schedules or delays installation by Invivo more than thirty (30) days after
delivery, Customer's acceptance of the Products will occur on the thirty-first(31")day after delivery.
Philips Slandard Terms and Conditions of Sale Rev Q.2 Page 46 of 52
January,2021
8. Product Warranty
8.1 In addition to the limited warranties stated herein,Invivo may provide limited product-specific warranties that are
set forth in separate Invivo warranty documents incorporated herein by reference.
STANDARD PRODUCT WARRANTY PERIODS
8.1.1 MRI Coils-Three(3)years, parts and factory repair labor
8.1.2 Solution Products-One(1)year,parts and factory repair labor
8.1.3 Sentinelle coils-One(1)year,parts and factory repair labor
8.1.4 Parts and Accessories-Ninety(90)days, replacement Supplies
8.1.5 Consumable Items and repaired product-Thirty(30)days, replacement
8.2 Invivo's sole obligations and Customer's exclusive remedy under any product warranty are limited, at Invivo'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
Invivo's observed holidays),will be subject to payment by Customer at Invivo's standard service rates.
8.3 Customer shall at all times during the warranty period specified in this Agreement provide Invivo suitable
connection to the product through the Customer's network for Invivo use in remote servicing of the product.
Philips Slandard Terms and Conditions of Sale Rev Q.2 Page 47 of 52
.7anuag,2021
Schedule 9
Non Diagnostic Enterprise Operational Informatics(EOI)Software Solutions
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Non Diagnostic Enterprise Operational Informatics Perform anceBridge Software Solutions
(EOI)Software Solutions DoseWise Protocol Radiation Management Software
Solutions
Section 4(Trade-In),Section 5(Security Interest)and Section 7(Site Preparation and Installation)of the Philips standard
terms and conditions of sale do not apply to this Schedule.
1. Payment Terms
1.1 Philips will invoice Customer and Customer will pay such invoice based on the date of the invoice for each
product as specified in the quotation.
2. Cancellation
2.1 The quotation is subject to change or withdrawal prior to written acceptance by Customer. All purchase orders
issued by Customer are subject to acceptance by Philips.If Customer cancels an order prior to product shipment,
Customer shall pay a cancellation charge of fifteen percent (15%) of the net order price. Orders are non-
cancellable once the product is installed and accepted by Customer for EOI Solutions.
3. License Term&Limitations
3.1 Notwithstanding anything contrary in Philips standard terms and conditions of sale,the following license terms
and restrictions shall apply and govern such issues:
3.1.1 "License Commencement Date"shall mean the date that Philips makes the EOI Solution(s) Licensed
Software available to Customer for first use consistent with the usage rights and restrictions under the
terms of this Agreement, upon completion of its installation on the Customer server provided by
Customer as part of the Customer Provided Hardware and Network Infrastructure.
3.1.2 EOI Solutions Capital Model. This model is a perpetual license to an EOI Solution, commencing upon
the License Commencement Date,subject to the license provisions in the baseline agreement and any
usage limitations set forth on the quote,as well as Sections 3.1.6-3.1.8,and 4-7 of this Schedule.
3.1.3 Term License Model with Separate Optional Maintenance and Support Purchase Option. Under this
sale model, Each EOI Solution license shall commence on their License Commencement Date (as
defined in Section 3.1.1. above), and continue for the license period set forth on the quotation ("Term
License Term"). Furthermore,in addition to the warranty set forth in Section 3.1.5, Philips shall provide
the maintenance and support services set forth in Schedule 9-A affixed to this Agreement for such
warranty period only. Customer's purchase of maintenance and support services post warranty of the
Term License are optional. However, Philips shall have no obligation to perform maintenance and
support on the Term License software, for any period post warranty that Customer has elected not to
purchase maintenance and support agreement coverage. The license to an EOI Solution shall expire
upon the final anniversary date of the License Commencement Date based on the number of years in
the Term License Term,unless customer renews the license term prior thereto.
3.1.4 EOI Solution Subscription Option. Under the subscription service model,commencing upon the License
Commencement Date the Customer receives an annual subscription license for the number of years set
forth on the quotation ("Subscription License Term"), and the maintenance and support set forth in
Schedule 9-A affixed to this Exhibit for the entire Subscription License Term for one annual fee. ("EOI
Solution Subscription Option").Thereafter,the then current EOI Solution Subscription Term shall expire
on the end of the last anniversary date of the Subscription License Term, unless Customer renews the
subscription term prior thereto.
3.1.5 Products Warranties for all sales models 3.1.2-3.1.4. The warranties set forth in Section 8.3 and Section
8.5-8.7 in the Philips standard terms and conditions of Sale shall apply to sales of the EOI Solutions
purchased under Section 3.1.2-3.1.4 of this schedule.
3.1.6 All Licenses are subject to a limited number of sites(by physical address),users,connections and exam
volume set forth in the quotation. In all cases a"Site"shall mean a unique physical street address for
imaging equipment that has usage information sent to or pulled by the EOI Solution Licensed Software
and"Users"shall mean the number of named users that are employees or contract temporary employees
by the Customer legal entity expressly set forth on the quotation and/or Statement of Work. In no event
shall GE, Siemens, or another medical device manufacturer, distributor, or independent service
organization use or have access to EOI Solutions. Customer shall have the right to replace a User with
a different named User at no additional charge; provided that,the User being replaced is permanently
no longer using the EOI Solution Licensed Software to benefit Customer.
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 48 of 52
January,2021
3.1.7 Prior to the assignment of any Licenses,including an assignment pursuant to a purchase of substantially
all of the Customer's assets, organic growth or expansion plans, Customer will provide Philips with
written notice along with reasonable data to determine how such events will impact the licensing
limitations applicable to each License. These events may require the Customer purchase additional
Licenses to address a change in the number of Users, Sites, connections and Annual Exam Volume
prior to the use of EOI Solution Licensed Software for such events.
3.1.8 Subject to fulfillment of any payment obligations by Customer arising from the use of the EOI Solution
Licensed Software, Philips grants Customer the applicable license under the model quoted. All EOI
Solution licenses are, non-exclusive, non-transferable and subject to compliance with the usage, rights
and restrictions set forth in the Agreement and solution description on the quotation.
4. Billing based on Customer Delays.
4.1 All installations of the EOI Solutions shall commence no later than ninety(90)days from the date Philips received
a customer order for such solution("EOI Solution Required Installation Commencement Period"). Philips shall
have the right to commence billing on the earlier of(i) License Commencement Date or(ii) expiration of the
Required Installation Commencement Period, the later only to extent installation of an EOI Solution on a
Customer Provided Hardware has not started. In all cases,acceptance for EOI solutions occurs on the License
Commencement Data shall mean the date Philips makes the EOI Solution available for use to Customer upon
completion of installation of such licensed software on the Customer Provided Hardware. Customer shall pay
such invoices per the payment terms of the Agreement.
5. Philips Ownership in the EOI Solutions.
5.1 The Licenses granted under these Philips Additional Terms and Conditions of Sale for all EOI Solutions offered
under Sections 3.1.2-3.1.4 of this schedule 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. Except for the licenses set forth in this exhibit for
the term (under options offered per subsections 3.1.2-3.1.4), Philips retains all rights, title, and interest to all
intellectual property in or arising from the Licensed Software.
6.Statement of Work for all PerformanceBridge Solutions Subscription&Data Usage.
6.1 A Statement of Work identifying the License criteria(as indicated above in Section 3.1.6), Customer's&Philips
responsibilities for software implementation,training and/or any Assessment deliverables(as applicable) must
be signed in writing by both parties and submitted with Customer's purchase order. As part of the
PerformanceBridge Practice Solution, Philips shall provide benchmarking information to all of its customers in
general about the customer user base as it applies to their use of the Performance Bridge Practice Solution as
a whole and best practice information based on lessons learned by our users. However, in doing so, Philips
shall de-identify Customer data. Philips may use Customer information in support of such benchmarking
deliverable and such process of de-identification shall occur on Customer's premises. Separation of such from
the benchmarking database is impossible,therefore Philips shall have the right to continue using such data upon
expiration of this Agreement; provided that, Philips protects it and indemnifies for such use pursuant to this
Section 6. In no event shall Philips use Customer's name in a press release or marketing materials,without the
express written consent of Customer. Philips does reserve the right,and may, use benchmarking information in
marketing materials or advertising to extent made in compliance with this Agreement and not attributed to one
specific customer. Philips may use such de-identified information to improve the EOI Solutions, including
serviceability thereto, as well as the Philips products to which such de-identified data arose. In all cases, such
improvements are made available for purchase to all EOI customers. Philips shall defend, indemnify,and hold
Customer harmless from any breach of its obligations under this Agreement with respect to permitted use of de-
identified data for benchmarking purposes, marketing, advertising, or improving the serviceability of the EOI
Solutions.
6.2 In the case of PerformanceBridge,a Philips'Solution Advisor shall perform the tasks set forth under the product
description for such service on the quotation and/or Statement of Work. This includes all training, report
generation,and annual meeting deliverables listed on the quotation and/or Statement of Work for such person.
Philips retains all rights,title,and intellectual property, in all ideas,methods,or algorithms used by the Solution
Advisor to fulfill any obligations under a quotation. Customer does own a copyright to the specific Customer
reports delivered by the Solution Advisor; provided that, Customer receives a perpetual, irrevocable, non-
transferable license to use such reports to support customer's workflow improvement and technician training
internal business purposes. The Solution Advisor is not customizing software code or reporting generation
features. All rights, title, and interest, in the Licensed Software used to generate the reports and the
PerformanceBridge solution remains with Philips, except for the Licenses granted hereunder to Customer and
the copyright to the Customer report delivered to Customer. Notwithstanding the foregoing, Customer owns all
Customer data. Philips may solely use such data to fulfill its obligations and per this Agreement.
7.Customer Provided Hardware/Customer Managed IT Support Structure.
7.1 Customer Provided IT Infrastructure. Customer shall be responsible to procure all hardware (including server,
storage,and client devices)and network bandwidth as set forth in the Statement of Work("Customer Provided
Hardware&IT Infrastructure"). In all cases, Customer shall be solely responsible to manage anti-virus threats
as it applies to the Licensed Software and backing-up data on a daily basis.Therefore, Customer is responsible
for all data loss; except for data loss solely arising from Philips providing maintenance and support on the
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 49 of 52
.7anuag,2021
Licensed Software remotely;further provided,Philips responsibility in such instance shall be limited to the period
of time preceding that date that Customer was obligated to perform data back-up hereunder.
7.2 Customer Client Device Types. EOI Solutions may solely be used with client device types and minimum
configuration specifications set forth on the quotation. In all cases, EOI Solutions are not designed nor
recommended for mobile device use. Philips shall not be responsible for issues arising therefrom.
7.3 Third Party Interfaces for DoseWise. All license fees for DoseWise are for use with Philips products only. Use
beyond Philips products are Customer's sole responsibility, risk and cost, including interfacing the EOI Solution
with a non-Philips original equipment manufactured medical device product.
Philips Slandard Terms and Conditions of Sale Rev Q.2 Page 50 of 52
Januag,2021
Schedule 9-A
Annual Maintenance and Support for the EOI Solutions
1. TELEPHONE AND REMOTE SUPPORT.
1.1 Telephone Support. Telephone and Remote Support coverage is included with all software maintenance
agreements. Technical and Clinical Telephone and Remote Support coverage services are available twenty-
four hours per day,seven days per week including Philips recognized holidays.
1.2 Remote Access&Diagnostics. Philips may remotely access the EOI Solution to perform Services. Customer
shall provide Philips remote access to the EOI Solution.
1.3 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.
1.4 InCenter Access. Philips will provide Customer access to Philips web based support tool for the system(s)
covered under this Agreement.
1.5 Online Education. Customer shall be entitled to unlimited access to the virtual classroom at the online Philips
Learning Center during the term of the Agreement.
2. INTERFACE SUPPORT. Philips supports DICOM and HL7ommunication to and from the EOI Solution as per
Philip's standard specifications as published per message type. In the case of new software versions provided
hereunder, Philips shall provide the following:
2.1 If the EOI Solution, 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
2.2 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 EOI Solution 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 EOI Solution to support such new interface specifications at a schedule and additional cost to be
mutually approved by Philips and the Customer. Philips is not responsible for issues arising from third party
modifications to their software or interfaces that result in errors fielding inquires or sending data to an EOI
Solution.
3. SOFTWARE VERSIONS AND UPDATES. If a new software version or update is available for the EOI Solution,and
the requirements of the Agreement are satisfied,then Philips will upgrade the EOI Solution application software during
the term of the Agreement as follows:
3.1 Philips will provide new software versions and updates of software for the licensed EOI Solution applications
originally purchased by Customer. Third party software including, but not limited to client and server operating
system licenses to use such updates, database software licenses, and anti-virus software is not included.
Hardware updates and replacement are not included.
3.1.1 Functionality. Customer is entitled to updates and upgrades for the EOI Solution applications Philips
makes generally commercially available to customers having maintenance and support on the same EOI
Solution application with the same software version and purchased options, original purchased by
Customer, except for professional services fee with respect to upgrades. Customer acknowledges that
certain functionality in current and previous software versions may not be available in future new software
versions.
3.1.2 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.
3.2 To receive a new software version:
3.2.1 Customer must be in compliance with all terms and conditions of this Schedule and the Philips standard
terms and conditions of Sale, including the availability of PRS capability and access to the EOI Solution by
Philips personnel;
Philips Standard Terms and Conditions of Sale Rev Q.2 Page 51 of 52
Januag,2021
3.2.2 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
Exhibit;and
3.2.3 The EOI Solution that will receive the version or update must meet the specifications of the new software
version. Customer shall provide the EOI Solution hardware or software necessary to meet such
specifications.
"Unless specifically included elsewhere in this Agreement,software versions and updates do not include:
applications that were not purchased with the EOI Solutions, including any third party software, such as
virus protection software,third party custom interface software,operating system software for client device
or server hardware.)
4. CUSTOMER SUCCESS MANAGEMENT SERVICES. 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:
4.1 If applicable, 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 EOI Solution service issues resolved during the previous period,and review any
open or unresolved issues.
4.2 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.
4.3 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.
5. ANNUAL REVIEW. If applicable, Philips and Customer will annually review the EOI Solutions covered by the
Agreement to match quantities of equipment, connections, site or annual exam volumes being used by Customer
and to adjust price if actual usage exceeds any licenses purchased.
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IntelliSpace Corsium Data Management Solution Agreement
Philips Healthcare, a division of Philips North America LLC ("Philips")provides Subscription Service to Monroe
County Fire Rescue located at , 490 63rd Street, Ocean , Suite 140, Marathon FL 33050 ("Subscriber" or
"Customer")according to these terms(the"Agreement"). This Agreement incorporates the following documents:
(i)the Acceptable Use Policy, attached as Schedule A to this Agreement(the"Acceptable Use Policy"), (ii)the
Service Level Agreement, attached as Schedule B to this Agreement(the"SLA"), and(iii)the Service Description
that describes the Subscription the Customer is able to purchase and the applicable fees, which is attached
hereto as Schedule C (the "Service Description"), (iv)the Transport Account Details setup form that provides
the customer information needed to set up a Subscriber's subscription is attached hereto as Schedule D (the
"Transport Account Details") and (v) Schedule E, Business Associate Addendum. The term "Subscription
Agreement" or"Agreement" in any of these documents refers collectively to the entirety of this document. This
Agreement will take effect as of the date of signature below(the"Effective Date").
1. SUBSCRIPTION SERVICE
1.1 Subscription Term. The term of this Subscription is one year of access to the Subscription Service.
Customer may extend the term by purchasing additional years of access. The subscription will begin on
the first day of the month after the effective date and will continue until terminated by either party in
accordance in Section 4 Subscription Service Termination.
1.2 Subscription Fee.
1.2.1 Philips will invoice and customer will pay subscription fees defined in the quotation in accordance
with the Florida Local Government Prompt Payment Act, Florida Statutes Chapter 218. Phillips
shall submit to Customer invoices with supporting documentation acceptable to the Monroe
County Clerk Of Court, Acceptability to the Clerk is based on generally accepted accounting
principles and such law, rules and regulations as may govern the Clerk's disbursal of funds.
1.2.2 Payment Methods. Payments may be made by check, ACH or wire. Philips does not accept
transaction fees for wire transfers.
1.2.3 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.
1.3 Subscription Service. Philips will provide Subscriber access to use the Subscription Service according
to the Service Description during the Term. Philips account manager and Customer will complete the
Transport Account Details Setup Form located in Schedule D to enable set up of Subscription Service.
1.4 Subscription Service may be updated at Philips' discretion; however, Philips will notify Subscriber if there
are updates that materially diminish the Services. Subscription does not guarantee additional future
functionality or features.
1.5 Provisioning. Subscription Service may require implementation or configuration services. Subscriber
must designate an administrator for Subscriber's organization (the "Administrator"), who will be
responsible for setting up the accounts, designating the roles, and determining the access levels of its
employees and agents to the Subscription Service.
1.6 Subscription Use. Philips grants to Subscriber a nonexclusive, nontransferable right to use Subscription
Service for Subscriber's business purposes, subject to these terms and conditions ("Subscription").
Subscriber is responsible for its use of and results from Subscription Service and will use Subscription
Service according to Philips' policies, and these terms and conditions.
1.7 Data Storage. Philips will provide Subscriber with 3GB/device/year of Data storage. Philips will notify
the Subscriber in advance if its use of such Data storage will reach the provided amount of Data storage.
At any time, Subscriber may purchase additional storage. If Subscriber stores more Data than the
3GB/device/year provided by Philips, plus any additional purchased storage, then Philips may invoice
(and Subscriber will pay)Subscriber for this additional Data storage at its then current rates(which will be
provided to Subscriber upon request).
1.8 Support. Philips will deliver and support this Subscription Service globally, using hosting facilities in
different locations across the world. Subscription Service includes email and telephone support Customer
Care Solutions Center (CCSC) (1-800-722-9377) Monday through Friday, 8am EST— 8pm EST twelve
(12) hours a day, and according to Philips' current support policies, which is attached as Schedule B and
these terms:
1.8.1 Philips' standard support generally includes: (1) commercially reasonable efforts to resolve
problems that 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. Subscriber may need to
identify the User to Philips for electronic access to test a problem condition or assist in problem
resolution. Philips will use commercially accepted efforts, but support may be unable to resolve
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minor or partial loss of functionality, intermittent problems, or minor degradation of operations.
1.8.2 The distributor or Philips Field Sales organization provides telephone and email support for
Subscription Service as defined in your agreement with them. As applicable, Philips or the
authorized Philips distributor will use commercially reasonable efforts to respond to support
requests as soon as possible. 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 if Philips reasonably determines that not acting immediately
could be harmful to Philips or Subscriber. Philips will use commercially reasonable efforts to
contact the Technical Contact listed as Administrator within an organization's account priorto any
scheduled downtime.
1.8.3 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 unless Philips is negligent; (3) circumstances beyond
Philips' reasonable control; (4) intentional shutdown for emergency intervention or security
incidents; (5) Subscriber configuration changes; (6) Subscriber's failure to comply with Philips'
security and upgrade policies; (7) internet or other connectivity issues between Subscriber's
network and Subscription Service or Philips' network, or any other network unavailability outside
of the Philips network; (8) Subscriber's untrained use of the Subscription Services; (9)
Subscriber's use of Subscription Service not in accordance with this Agreement; (10)
Subscriber's failure to comply with the Acceptable Use Policy; (11) acts or omissions of a party
other than Philips or its agents.
1.9 Training. Philips will provide training on(i)the use of the Subscription Service and(ii)uploading data from
devices to the Subscription Service.
1.10Service Level Agreement. Philips will provide the service support described in the SLA.
2. SUBSCRIBER RESPONSIBILITIES
2.1 Subscriber will:
2.1.1 Be responsible for its activity through Subscription Service and ensure Users comply with these
terms;
2.1.2 At termination of the agreement, be responsible for (a) the export of any patient data that
Subscriber wants to retain and (b) deletion of all Subscribers' data. After the termination of the
agreement period, (i) Subscriber will not be able to access the Subscriber's data and (ii) Philips
will have no obligation to provide Subscriber with any of Subscriber's data. Philips cannot
guarantee that it will be able to access Subscriber's data, and any attempt would be on a time
and materials basis;
2.1.3 use current Subscription Service and install and use Client Software and any updates according
to the Documentation and these terms;
2.1.4 be responsible for the accuracy, quality, legality, integrity, ownership, and acquisition of
Subscriber Data unless such Subscriber Data is erroneously altered after data entry by the
Subscription Service;
2.1.5 prevent unauthorized access to Subscription Service and Client Software, Subscriber User
credentials, IDs, and passwords;
2.1.6 comply with laws and regulations in using Subscription Service and Client Software, including
data privacy, transmission of technical or personal data, and spam;
2.1.7 notify Philips immediately of unauthorized access to, or known or suspected breach of security
for, Subscription Service or Client Software, and use reasonable efforts to immediately stop
unauthorized access or a known or suspected violation of law or these terms;
2.1.8 be responsible for properly configuring, programming and operating Subscriber's hardware,
software, web sites, content, telephone, and internet connections to allow access to, and use of,
Subscription Service and Client Software;
2.1.9 comply with Philips' Acceptable Use Policy (attached as Schedule A) for using Subscription
Service and Client Software; and
2.1.10 ensure that Users are adequately trained to use Subscription Service.
2.2 Subscriberwill not:
2.2.1 make Subscription Service, Client Software, or Documentation available other than to its Users;
sell, resell, rent, lease, or sublicense Subscription Service', Documentation, or Client Software;
or use Subscription Service to provide time share or other services to third parties;
2.2.2 permit a third party to access Subscription Service, Documentation, or Client Software, excluding
"Support Centers" permitted by Philips;
2.2.3 create derivative works based on Subscription Service, Documentation or Client Software, copy,
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frame or mirror any part of Subscription Service, other than copying or framing Subscriber's data
content or intranets for Subscriber's internal business operations;
2.2.4 reverse engineer Subscription Service or Client Software;
2.2.5 access Subscription Service to build a competitive product, service, or to bring an intellectual
property infringement suits against Philips, or copy features,functions or graphics of Subscription
Service;
2.2.6 use Subscription Service to store or transmit infringing, libelous, or unlawful or tortious material
or transmit material in violation of privacy rights;
2.2.7 alter Client Software's copyright or other proprietary rights notices;
2.2.8 use Subscription Service in violation of Philips'Acceptable Use Policy(see Schedule A); or
2.2.9 assert, nor authorize any third party to assert, an intellectual property infringement claim related
to the Subscription Service against Philips or any Philips affiliate.
3. SUBSCRIBER DATA
3.1 Processing. Philips will use and process Subscriber Data to the extent necessary for the performance
of the Subscription and/or Professional Services. Philips will also collect Subscriber Data that results
from the performance of the Subscription Service, including data related to any error, issue,
enhancement or operation of the Services, provided that the forgoing does not contain personally
identifiable information, and the data that Philips would have independent of Subscriber's use of the
Services, ("Philips Data")and Subscriber agrees that Philips shall have all rights and ownership in such
Philips Data. Subscriber acknowledges that it may be necessary for Philips to access Subscriber Data
to respond to any technical problems or Subscriber queries and to ensure the proper working of the
Subscription Services. Philips will deliver and support this Subscription Service within the United States.
3.2 Warranty. Subscriber represents and warrants that Subscriber has either ownership or sufficient
permission to provide Subscriber Data to Philips for processing as part of the Subscription Service, and
that provision of Subscriber Data to Philips will not violate any law, or proprietary or privacy right of any
individual.
3.3 Protection. Philips will maintain commercially reasonable administrative, physical, and technical
safeguards for protection of Subscription Service that includes Subscriber Data.Any obligation of Philips
hereunder notwithstanding, the security of communication sent over the Internet is subject to many
factors outside of Philips' control and, as a result, Philips does not guarantee the security or privacy of
such communication. Subscriber is solely responsible for the accuracy, security and privacy of the
provision of Subscriber Data to Philips. Subscriber acknowledges that Subscriber's own protection of
any passwords, access codes or equipment used by Subscriber to access the Subscription Service is
an integral part of maintaining the security and integrity of the Subscription Service and Subscriber Data.
Philips is not otherwise responsible for transmission of Subscriber Data over the Internet or Subscriber's
failure to back up or store Subscriber Data, or deletion, correction, destruction, damage to or loss of
Subscriber Data, other than to maintain the specified safeguards.
3.3.1 Backup of Data. Philips will back-up a copy of all Subscriber Data via snapshot. Snapshot are
performed automatically daily. Snapshot retention is set to thirty-five(35)days. In case of loss
of data from the production instance, Philips will restore the data to each day in the prior thirty-
five(35)days preceding the loss of data.
3.3.2 Backup of Database. Philips will automatically back-up the database once per day and will
retain each back-up for a maximum of thirty-five (35)days.
3.3.3 Disaster Recovery Warranty. In the event of a loss of data, Philips will use reasonable efforts
to restore the most recent stack within ninety-six(96) hours of notice of a loss of data. Philips
will use reasonable efforts to make each additional stack available in ninety-six(96)-hour
increments thereafter until all data is available. If Philips was not responsible for the loss of
data, then Philips may invoice(and Subscriber will pay)Subscriber for this effort to restore the
lost data at its then current rates (which will be provided to Subscriber upon request).
3.3.4 If Subscriber requests that its data be restored and Philips is not responsible for the data loss,
then Philips will invoice (based on reasonable commercial rates)and Subscriber will pay for
such restoration.
3.4 Termination. Philips may withhold, remove, or discard Subscriber Data without notice ninety(90)days
following termination of this Agreement.
3.5 Feedback. Subscriber grants Philips a royalty-free,worldwide, perpetual license to use and incorporate
into Subscription Service any suggestion, idea, enhancement,feedback,or recommendation Subscriber
provides relating to Subscription Service.
3.6 BAA.The Parties will enter into a Business Associate Agreement, substantially in the form attached as
Schedule E.
4 SUBSCRIPTION SERVICE TERMINATION
4.1 This Agreement will terminate if:
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4.1.1 Subscriber fails to pay any undisputed amount due and such failure is not cured within thirty(30)
business days of notice from Philips.
4.1.2 Immediately, if Subscriber breaches any of its obligations in Section 2b.
4.1.3 At the end of the Term, but only if a Party notifies the other Party that it does not want to extend
the Term and such notice is provided at least thirty(30)days before the end of the Term.
4.2 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, (iii) Philips will either return in an agreed upon format or destroy Subscriber's Data at
Subscriber's option and provide written certification of such destruction or provide Subscriber with
access to Subscriber's Data for a period of ninety (90) days upon termination, and (iv) Subscriber will
promptly pay Philips all Fees due upon being invoiced.
5 LIMITED WARRANTY AND DISCLAIMER.
5.1 EXCEPT AS SET FORTH IN SECTIONS 5(a)AND (b), PHILIPS, ITS AFFILIATES AND LICENSORS
DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, EXPRESS OR
IMPLIED, ORAL OR WRITTEN, FOR SUBSCRIPTION SERVICE, DOCUMENTATION AND CLIENT
SOFTWARE, THEIR USE, SUFFICIENCY, SECURITY, RELIABILITY, TIMELINESS, QUALITY,
SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS, STATUTORY OR OTHERWISE,
INCLUDING WITHOUT LIMITATION, (i) MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR (ii) THAT SUBSCRIPTION SERVICE OR CLIENT SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER
HARDWARE, SOFTWARE, SYSTEM, OR DATA; (iii) STORED DATA WILL BE ACCURATE OR
RELIABLE AS PROVIDED TO PHILIPS, ITS AFFILIATES AND LICENSORS; (iv)THE INFORMATION,
RESULTS OR MATERIAL OBTAINED BY SUBSCRIBER THROUGH SUBSCRIPTION SERVICE WILL
MEET SUBSCRIBER'S REQUIREMENTS OR EXPECTATIONS; (v)ERRORS OR DEFECTS WILL BE
CORRECTED; OR (vi) SUBSCRIPTION SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS UNLESS RENDERED UNUSABLE.
5.2 OTHER THAN AS SPECIFIED IN SECTION 5(a) ABOVE, PHILIPS PROVIDES SUBSCRIPTION
SERVICE, CLIENT SOFTWARE, DOCUMENTATION, AND ALL CONTENT TO SUBSCRIBER
STRICTLY ON AN "AS IS", "AS AVAILABLE" BASIS. SUBSCRIPTION SERVICE MAY BE SUBJECT
TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET
AND ELECTRONIC COMMUNICATIONS. PHILIPS IS NOT RESPONSIBLE FOR RESULTING
DELAYS, DELIVERY FAILURE, OR DAMAGES UNLESS NEGLIGENT. THIS SECTION 5 AND
SECTION 6(c) SPECIFY PHILIPS'S SOLE LIABILITY AND SUBSCRIBER'S EXCLUSIVE REMEDY
FOR A SUBSCRIPTION SERVICE, CLIENT SOFTWARE OR DOCUMENTATION WARRANTY
CLAIM.
6 LIMITATION OF LIABILITY
6.1 PHILIPS, ITS AFFILIATES AND LICENSORS ("PHILIPS") ARE NOT LIABLE FOR: (i) INDIRECT,
SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES; (ii) DAMAGES FOR,
WITHOUT LIMITATION, INTERRUPTION OF BUSINESS OR OPERATIONS, COST OF COVER,
LOST PROFITS, DATA, GOODWILL, BUSINESS OR REVENUE; OR(iii)A CLAIM BROUGHT MORE
THAN 12 MONTHS AFTER THE EVENT GIVING RISE TO THE CLAIM.
6.2 PHILIPS HAS UNLIMITED LIABILITY FOR A CLAIM OR DAMAGES, DIRECT OR INDIRECT, FOR
BREACH OF CONFIDENTIALITY AS A DIRECT RESULT OF PHILIPS'S NEGLIGENCE OR WILLFUL
MISCONDUCT, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION, AND SUBJECT
TO THE LIMITATIONS OF SECTIONS 6(a)AND(c).
6.3 NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, EXCEPT FOR A CLAIM FOR DEATH,
BODILY INJURY, TANGIBLE PROPERTY DAMAGE, OR WILLFUL MISCONDUCT, PHILIPS'S
AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGES FOR ANY REASON, UNDER ANY
THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, WARRANTY, BREACH OF
CONTRACT, TORT, MISREPRESENTATION OR NEGLIGENCE, FOR USE OR PERFORMANCE OF
SUBSCRIPTION SERVICE, CLIENT SOFTWARE OR OTHERWISE,WHETHER FORESEEABLE OR
NOT, OR WHETHER A REMEDY FAILS TO ACHIEVE ITS ESSENTIAL PURPOSE, IS LIMITED TO
ACTUAL, DIRECT DAMAGES NOT EXCEEDING 10 TIMES THE AMOUNT SUBSCRIBER PAID FOR
THE PRIOR 12 MONTHS FOR THE SPECIFIC SUBSCRIPTION SERVICE GIVING RISE TO THE
CLAIM. PHILIPS'S FAILURE TO EXERCISE A RIGHT OR REMEDY IS NOT A WAIVER. THIS
SECTION 6 SPECIFIES PHILIPS'S SOLE LIABILITY AND SUBSCRIBER'S EXCLUSIVE REMEDY
FOR A CLAIM BROUGHT AGAINST PHILIPS.
7 INTELLECTUAL PROPERTY OWNERSHIP
7.1 Philips, its affiliates or licensors own and retain all right, title and interest in all Intellectual Property in
Subscription Service, Client Software, Documentation and all derivative works or modifications to the
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forgoing. Philips reserves the right to enforce all its rights and remedies to protect its Intellectual
Property.
8 INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION
8.1 Subscriber will defend, at its expense, a third party claim against Philips (1)that any product, service,
information, data, specification, or material provided by Subscriber, or Subscriber's use of Subscription
Service, violates the law or infringes another party's Intellectual Property or privacy rights or(2) arising
from Subscriber's failure to comply with the terms of the Agreement, including breach of any
representation or warranty included herein.
8.2 To the extent set forth in Florida Statute 768.28 Subscriberwill indemnify Philips for any damages arising
from a claim described in Section 8.1, or for or amounts agreed as, settlement of the claim), provided
(1) Philips notifies Subscriber promptly in writing of the claim, (2) Subscriber has sole control over the
defense or settlement, and (3) Philips cooperates with Subscriber, providing all documents and
information in Philips's possession relevant to the claim, and Philips makes personnel available to testify
or consult with Subscriber as reasonably needed.
8.3 Assumption of Defense. If Subscriber fails to defend or settle a claim according to this Section 8 in a
timely manner, Philips may assume defense of the claim at Subscriber's reasonable expense, and the
indemnifying party will reasonably cooperate. Neither party may make an admission of fault on behalf
of the other party without written consent, or agree to the settlement of a claim binding the other party
that does not contain a full release of liability for the other party, without written consent.
9 CONFIDENTIALITY
9.1 Confidential Information. Whether or not disclosed orally or marked as confidential, Confidential
Information includes non-public data, Intellectual Property, financial data and pricing. Confidential
Information does not include information that is: (i) publicly available without breach of the Agreement;
(ii)reasonably shown to disclosing party's satisfaction by objective data to have been known by receiving
party prior to disclosure or independently developed by receiving party subsequent to disclosure without
breach of the Agreement; or (iii) obtained by receiving party from a third party that is not under
confidentiality obligation to disclosing party for the information, (iv) subject to disclosure pursuant to
Florida Public Records Law, Florida Statutes Chapter 119. Receiving party will promptly notify disclosing
party if it is compelled by law or a court to disclose Confidential Information and take reasonable actions
requested to maintain its confidentiality.
9.2 Non-disclosure. Receiving party will use disclosing party's Confidential Information solely to perform
its obligations under the Agreement. Receiving party will take commercially reasonable actions to
safeguard disclosing party's Confidential Information, no less than the actions taken to protect its own
Confidential Information. Receiving party must not disclose disclosing party's Confidential Information
except to its employees or contractors bound by confidentiality obligations no less restrictive than these
terms. Receiving party must promptly notify disclosing party in writing of unauthorized use or disclosure
of Confidential Information. Receiving party, at its expense, must take all reasonable actions to recover
Confidential Information and prevent further unauthorized use or disclosure, including seizure and
injunctive relief. If receiving party fails to timely do so, disclosing party may take any reasonable action
to do so at receiving party's reasonable expense, and receiving party will reasonably cooperate.
10 MISCELLANEOUS
10.1Agreement. This Subscription Agreement, the Professional Services Terms (if applicable) and any
Service Descriptions defined in Schedule C are the entire agreement governing Subscriber's purchase
and use of Subscription Service, and supersedes all other oral or written terms, proposals or
representations regarding the subject matter of a Service Description. The terms of the Subscription
Agreement can only be modified by written amendment signed by both parties.
10.2Assignment. Subscriber may not assign the Subscription Agreement, a Service Description, its
obligations, rights or remedies, in whole or in part,without Philips' priorwritten approval, in its reasonable
and sole discretion.
10.3Force Majeure. Neither party is liable for delay or failing to perform its obligations due to a cause beyond
its reasonable control and without fault or negligence, except Subscriber's timely payment obligation.
10.4 Governing Law.All transactions contemplated by the quotation shall be governed by the laws of the
state where the equipment will be installed, without regard to that state's choice of law principles, and
expressly excluding application of the Uniform Computer Information Transactions Act(UCITA), in
any form. EACH PARTY, KNOWINGLY AND AFTER CONSULTATION WITH COUNSEL, FOR
ITSELF, IT'S SUCCESSSORS'AND ASSIGNS,WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY
CLAIM ARISING WITH RESPECT TO THIS AGREEMENT OR ANY MATTER RELATED IN ANY
WAY THERETO.
10.5Export. Subscriber will comply with U.S., foreign, and international laws and regulations including,
without limitation, U.S. Export Administration and Treasury Department's Office of Foreign Assets
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Control regulations, and other export and import regulations. Subscriber agrees: (i) the export, re-
export, transfer, re-transfer, sale, supply, access to, or use of Trial Subscnption Service to or in a
country other than the country in which Trial Subscription Service is provided to Subscriber, or to, by,
or for a different end user or end use, may require a U.S.or other government license or authorization;
and(ii)not to,directly or indirectly, export, re-export,transfer, re-transfer, sell,supply,or allow access
to or use of Trial Subscription Service to,in, by,or for sanctioned,embargoed, or prohibited countries,
persons,or end use under U.S.or other law(collectively,'Prohibited Use').Subscriber is responsible
for screening for Prohibited Use and obtaining required license or authorization and will indemnify
Philips for Subscriber's violation of export control and economic sanction laws and regulations. Philips
may terminate the Agreement and Trial Subscription Service immediately if Philips determines, in its
sole discretion,that Subscriber has breached,intends to breach,or insists upon breaching these terms.
10.6Language.The parties agree that the Agreement and all related documents are in English.
10.7No Agency. Each party is an independent contractor and may not commit the other party without written
authorization. The Subscription Agreement does not create an employment,joint venture, partner, or
agency relationship.
10.6Notice. Notice and consent must be in writing signed by a party's authorized representative,sent to the
address on the Order Form or otherwise specified in writing by a party. Notice must be sent by mail or
overnight courier with return receipt,and is effective one(1)business day after being sent by overnight
courier or three(3)business days after being sent by mail.
11 DEFINITIONS
11.1 Administrator means the person Customer designates to set up the Customer's employees'accounts,
designate roles, and determine the access levels of its employees and agents to the Subscription
Service.
11.2Application means the functionality described in the Service Description, including modifications,
revisions, upgrades, language versions and enhancements, and which is provided as part of the
Subscription Service,
11.3Confldential Information means information,in any form ormedium,that is proprietary and confidential
to a party and is marked as confidential,or not marked but by its nature or treatment by its owner should
reasonably be considered to be confidential.
_.. _11.4Day means calendar day unless business day is specified.
11.5Documentatlon means Philips's current published technical specifications for Applications available as
Subscription Service.
11.61ntellectual Property means all intellectual property worldwide,including,without limitation,inventions,
patents, copyrights, trademarks, service marks, trade names, trade secrets, know-how, moral rights,
licenses and other intangible proprietary or property rights, registered or not, under statute and/or
common law.
11.7Professional Services means Philips' time and materials provided for consulting services such as
standard installation, integration, application development, or configuration services.
11.85tart Date means the date a Subscription Service is available for Subscriber's use.
11.95ubscriber Data means any information and data that Subscriber transmits or processes through
Subscription Service.
11.10 Subscription Service means a Philips Application and Documentation made available as a service
by Subscription.
11,11 Term means a period beginning on a Start Date during which Philips will provide Subscription Service
to Subscriber and ending as described in Section la.
11.12 Target Start Date means the planned Start Date for Subscription Service to be activated for
Subscriber,
11.13 User Named User authorized by Subscriber to use Subscription Service for Subscriber's internal
business purposes.
The parties each understand and are bound by these terms, including the terms of the Business Associated
Addendum attached hereto in Schedule E.This is not a consumer agreement.
Accepted and agreed by.
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Schedule A-Acceptable Use Policy(AUP)
Revision date March 21, 2018
This Acceptable Use Policy("AUP") is part of the Contract. PHILIPS may suspend or terminate the Services for violation of
this AUP.
AWS Infrastructure
As the Services are hosted on Amazon Web Services("AWS") infrastructure, the AWS Acceptable Use Policy, as it may be
modified by the relevant Amazon group company from time to time, is applicable and is incorporated by reference in this AUP.
As of the revision date of this AUP, the AWS Acceptable Use Policy is published at.httl s://aws.arnazon.corrr/arap/.For
purposes of this AUP, the term"Services" as used in the AWS Acceptable Use Policy means the ClearDATA Services(as
defined in the Contract)that include the AWS hosted cloud environment.
In addition to the policies stated in the AWS Acceptable Use Policy, PHILIPS and the Customer must adhere to agreed
security measures as detailed in the Contract, and otherwise adhere to current industry best practices appropriate to the
Services.
PHILIPS may suspend or terminate services or access to a cloud environment, or both, as reasonably necessary to respond to
an AUP enforcement action or request made by AWS or its affiliates for any suspected breach of this Contract.
Modifications
PHILIPS may modify this AUP by giving the Customer a minimum of thirty(30)days'written notice and providing the
Customer with a copy of its revised AUP; provided such modified AUP does not negatively impact services provided to
Customer. In the event Customer deems there is a negative impact to the services being provided to Customer, Customer
may, at its sole option, immediately terminate the Subscriber Services upon written notice to PHILIPS.
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Schedule B -Service Level Agreement(Philips IntelliSpace Corsium)
1 Interpretation
The following definitions and rules of interpretation apply in this schedule.
1.2 Definitions.
Support Hours: 8 am EST—8 pm EST.
Support Services:technical support services to a Customer regarding its use of Corsium pursuant to the Contract.
1.3 Defined Terms.
All initial capitalized terms in this schedule shall have the meaning given to them in the Corsium Terms of Service.
2 Availability
2.1 PHILIPS will use commercially reasonable efforts to make Corsium available twenty-four(24) hours a day, seven days a
week, but as with all software/cloud based products, it cannot guarantee that Corsium is continuously error-free or
uninterrupted, particularly during planned or unscheduled maintenance. PHILIPS may at its sole discretion revert to a
previous version of Corsium; provided there is no negative impact to Customer. In addition, PHILIPS will not be
responsible for unavailability or interruption due to:
• the Customer's or Customer's third-party hardware or software;
• the Customer's or Customer's third party's failure to follow reasonable instructions in relation to the use of Corsium
or to adhere to any required configurations, use supported platforms or policies for acceptable use;
• unauthorized action or inactions by the Customer or Customer's third party;
• issues relating to pre-release, beta, discretionary or trial services or functionality; or
• delays or failures resulting from the transfer of data over communications networks and facilities, including the
internet.
2.2 The Customer acknowledges that PHILIPS may at any time, at its sole discretion and without notice(a)suspend Corsium
for repair, maintenance or improvement, which PHILIPS shall restore as quickly as is reasonably possible; (b)make
available such updates, upgrades, bug fixes, enhancements or other changes which PHILIPS feels appropriate; (c)
extend, enhance or change any part of Corsium; (d) make available additional functionality, services or data and these
discretionary services may be withdrawn at any time without notice.
3 Support
PHILIPS will support the Customer's use of Corsium as described in the Contract and the Documentation provided by
PHILIPS to the Customer. PHILIPS will use commercially reasonable efforts to rectify any specified faults or problems as
quickly as practicable and to meet the specified response times.
If the Customer has purchased Corsium through an intermediary, PHILIPS may require the Customer to, at PHILIPS's
direction, contact the intermediary to raise a Support Services request.
Support Services may be provided either directly by PHILIPS or by PHILIPS approved affiliates and partners who may
be located outside of the United Kingdom.
Support Service requests can be logged with PHILIPS at any time using the methods and contact details as indicated
by PHILIPS from time to time,or in accordance with any more specific procedures PHILIPS have agreed with the
Customer for interactions related to the Customer's account.
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4 Cloud Infrastructure
The cloud infrastructure underpinning Corsium consists of Amazon Web Services, Inc.'s ("AWS")compute, storage, database
and networking services. PHILIPS does not independently guarantee the performance of the AWS cloud infrastructure, but
PHILIPS receives the benefit of a robust AWS service level agreement which offers extremely high rates of service uptime. As
of the Effective Date, the applicable AWS SLAs may be found at the following locations, or other such locations as specified by
AWS from time to time:
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Schedule C—Service Description
SUBSCRIPTION TERM
Subscription terms begin on the first of the month after the signing of the contract. Subscriber agrees to the following subscription
terms.This Service Description is subject to review and reasonable notice shall be provided.
"Jo i II C IH',JG III, II40 i II I""JAIL..
Product/Service 12NC RDT Part Number Product/Service Description
Enables the operator of the Tempus Pro to send live
monitoring data, SRoC events and 12-lead ECG
recordings to the IntelliSpace Corsium support center. It
also allows the transmission of Tempus LS resuscitation
IntelliSpace data and Tempus Pro continuous waveform data(only
Corsium 989706010001 05-2068 provisioned during resuscitation). It enables two-way
Reachbak(8*5) communication. Following the transmission of the 12-lead
ECG, the IntelliSpace Corsium user can send ECG review
results back to the to the Tempus Pro, and the Tempus
Pro operator to send review acknowledgements back to
IntelliSpace Corsium. Includes support 8*5-annual cost.
IntelliSpace An account for a remote support center to be able to
Corsium Support 989706010002 05-2069 allocate and manage their own data reviewers. This is only
Centre Account for accounts who are working with multiple transport
providers and want one web interface.
Enables the operator of the Tempus Pro to send live
monitoring data, SRoC events and 12-lead ECG
recordings to the IntelliSpace Corsium support center. It
also allows the transmission of Tempus LS resuscitation
data and Tempus Pro continuous waveform data(only
IntelliSpace provisioned during resuscitation). It enables two-way
Corsium 989706010005 05-2071 communication. Following the transmission of the 12-lead
Reachbak(24*7) ECG, the IntelliSpace Corsium user can send ECG review
results back to the to the Tempus Pro, and the Tempus
Pro operator to send review acknowledgements back to
IntelliSpace Corsium. Includes support 24*7-annual cost.
Allow hospital to view data from multiple transport
providers
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Schedule-D
Transport Account Details
The account setup form is required to capture the users key account information &administrator user details. Two
administrators of the end user transport account are a pre-requisite. Upon completion by Philips Account manager and end
user customer, this form is to be submitted to Philips for setting up a new IntelliSpace Corsium customer transport account
along with signed Terms and Conditions (44-2305).
Account Details ❑ Existing Customer 4
Organization Name '
Organization Email Domain
(This must be unique to the organization
name, e.g.:abc.com
Address(incl.country)
Phone Number(incl.country code)
Contact Person name
Language
Administrator User Details 2 ❑ Existing Customer 4
Administrator Administrator 2
Username Username
Name Name
Email Email
Mobile Number Mobile Number
(incl.country code) (incl.country code)
For acquiring Additional Licenses only 3
(enter number of licenses)
05-2073 IntelliSpace Corsium Advanced Review Seat
'—A short version of the organization name may be used as the URL, this will be determined at RDT to be unique to the
customer account, i.e. v✓w✓w✓.corsium.eu/rOr anisation/Vame>
..............................................................................................................
2—Customer account is created with two administrators and then administrators can configure users/device groups/
support centers etc.
s—Customers will be allocated one "Standard"account and one "Sandbox"account. The "sandbox"account must be used for
testing and training and not be used for patient data. The "sandbox"account will be setup with the same number of user
licenses as"Standard"account:ECG Basic:250, Standard:250,Advanced:20, Support Centers:3.
a—Only organization name is required, if customer already exists.
Completed By Date
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Schedule E -BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum("Addendum"), effective as of the date of the last of the Parties to sign the signature page
hereto(the"Effective Date"), is entered into by and between the following parties (each a"Party' and collectively the
"Parties"):
Covered Entity Business Associate
Board of County Commissioners
Customer: of Monroe County, Florida Philips: Philips Healthcare a division of Philips
Monroe County Fire Rescue North America LLC and its Affiliates
Customer's 490 63rd Street, Ocean, Suite 140 Philip's 222 Jacobs Street, 3rd Floor
Principal Marathon, FL 33050 Principal Cambridge, MA 02141
Address Address
Section 1. BACKGROUND AND PURPOSE
1.1. The Parties have entered into a sales, service, rental or license agreement with respect to a Philips product, service,
or software (the"Underlying Contract(s)"), which provides for warranty or other service that may require Philips to be
provided with, to have access to, and/or create Protected Health Information that is subject to the federal regulations
issued pursuant to the Health Insurance Portability and Accountability Act("HIPAA") and codified at 45 C.F.R. parts
160 and 164 ("HIPAA Rules"). This Addendum shall supplement and/or amend each of the Underlying Contract(s)
only with respect to Philips' receipt, use and creation of PHI under the Underlying Contract(s)to allow Customer to
comply with the HIPAA Rules. Except as so supplemented and/or amended, the terms of the Underlying Contract(s)
shall continue unchanged and shall apply with full force and effect to govern the matters addressed in this Agreement
and in each of the Underlying Contract(s).
Section 2. DEFINITIONS
2.1. "Affiliate" shall mean any corporation, company, or other entity, which: (i) is under the Control of a Party hereto; or(ii)
has Control of a Party hereto; or(iii) is under common Control with a Party hereto, during the time such Control
exists. For purposes of this Affiliate definition, "Control" means that more than fifty percent(50%)of the controlled
entity's shares or ownership interest representing the right to make decisions for such entity are owned or controlled,
directly or indirectly, by the controlling entity.
2.2. "Business Associate" shall generally have the same meaning as the term"business associate" at 45 CFR 160.103,
and in reference to the party to this Addendum, shall mean Philips.
2.3. "Covered Entity" shall generally have the same meaning as the term"covered entity" at 45 CFR 160.103, and in
reference to the party to this Addendum, shall mean the Customer.
2.4. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160
and Part 164. The"HIPAA Privacy Rule" is at 45 CFR, part 160 and part 164, subparts A and E. The"HIPAA
Security Rule" is at 45 C.F.R. Parts 160 and 164. The"HIPAA Breach Notification Rule" is at 45 CFR Part 164
Subpart D.
2.5. "PHI,""ePHI" and"uPHI" shall mean Protected Health Information, Electronic Protected Health Information and
Unsecured Protected Health Information, respectively, as defined in 45 C.F.R. §160.103, limited to the information
Philips received from or created or received on behalf of Customer as Customer's Business Associate.
2.6. "Philips" means the listed Philips entity plus Affiliates of the listed Philips entity.
2.7. "Subcontractor" shall mean a"subcontractor" (as defined at 45 CFR 160.103)of Philips.
2.8. Other. All other capitalized terms used in this Addendum shall have the same meaning as those terms in the HIPAA
Rules.
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Section 3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
3.1. General. With regard to its use and/or disclosure of PHI, Business Associate agrees to:
(a) Permissible Use/Disclosure. Not Use or disclose PHI other than as permitted or required by this Addendum
or as Required By Law;
(b) Safeguards. Use appropriate safeguards, and comply with the Security Rule with respect to ePHI as of the
Effective Date for Philips' obligations as a Business Associate, to prevent Use or Disclosure of PHI other
than as provided for by this Addendum;
(c) Reports to Customer. Report to Customer any Use or Disclosure of PHI not provided for by this Addendum
of which it becomes aware, including Breaches of uPHI as required at 45 CFR 164.410, and any Security
Incident affecting PHI of which it becomes aware;
(d) Subcontractors. Ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of
Philips agree to the same restrictions and conditions that apply to Philips, in its capacity as the Business
Associate, with respect to such information;
(e) Designated Record Sets
(i) Within twenty(20)days of receiving a written request from Customer, make available to the
Customer PHI necessary for Customer to respond to individuals' requests for access to PHI about
them in the event that the PHI in Philips' possession constitutes a Designated Record Set.
(ii) Within forty(40)days of receiving a written request from Customer, make available to the
Customer PHI for amendment and incorporate any amendments to the PHI in accordance with the
Privacy Rule in the event that the PHI in Philips' possession constitutes a Designated Record Set.
(fl Accounting. Within forty(40)days of receiving a written request from Customer in response to a request
from an Individual, make available to the Customer the information required for the Customer to provide an
accounting of Disclosures as necessary to satisfy its obligations as a Covered Entity under 45 CFR 164.528-1
(g) Inspection by Secretary. Make its internal practices, books, and records available to the Secretary for
purposes of determining compliance with the Privacy Rule; and
Section 4. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
Except as otherwise specified in this Addendum, Philips may:
4.1. General. Use or disclose PHI as Philips deems necessary to perform its obligations under the Underlying Contracts
or as otherwise permitted or required by law. Such use, disclosure or request of PHI shall utilize a limited data set if
practicable or otherwise the minimum necessary PHI to accomplish the intended results of the use, disclosure or
request. Philips also agrees to follow appropriate minimum necessary policies in the performance of its obligations
under this addendum.
4.2. Required by Law. Use or disclose PHI as Required By Law.
4.3. Proper Management and Administration
(a) Use the PHI in its possession for its proper management and administration and to carry out the legal
responsibilities of Philips,
(b) Disclose the PHI in its possession to a third party for the purpose of Philips' proper management and
administration or to carry out the legal responsibilities of Philips, provided that the disclosures are required by
law or Philips obtains reasonable assurances from the third party regarding the confidential handling of such
PHI as required under the Privacy Rule,
4.4. Data Aggregation. Provide Data Aggregation services relating to the health care operations of the Customer as
permitted by law;and
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4.5. De-Identification. De-identify any PHI obtained by Philips under this Addendum, and Use and disclose such de-
identified data, all in accordance with the de-identification requirements of the Privacy Rule.
4.6. Marketing. Use and disclose PHI for marketing purposes only where permitted by applicable law and this Addendum
or the Underlying Contracts;
4.7. Sale. Sell PHI only where permitted by applicable law and consistent with applicable law and this Addendum.
Section 5. TERMINATION
5.1. Termination.This Addendum shall terminate on (a)the date that the last of the Underlying Contracts terminates or
expires or(b)on the date Covered Entity terminates for cause as authorized in Section 5.2 hereof, whichever is
sooner.
5.2. Termination by Customer. Should Customer become aware of a breach of a material term of this Addendum by
Philips, Customer shall provide Philips with written notice of such breach in sufficient detail to enable Philips to
understand the specific nature of the breach, and provide Philips with at least 30 days to cure such breach.
Customer shall be entitled to terminate the Underlying Contract associated with such breach if, after Customer
provides the notice to Philips, Philips fails to cure the breach within a reasonable time period specified by Customer in
such notice; provided, however, that such time period specified by Customer shall be based on the nature of the
breach involved, and shall not be less than 30 days. If Customer determines that Business Associate has breached
the terms of this Addendum and such breach has not been cured, but Customer determines that termination of the
Underlying Contract(s) is not feasible, Customer may report such breach to the U.S. Department of Health and
Human Services.
5.3. Effect of Termination. Upon termination of this Addendum for any reason, Philips, with respect to PHI received from
Customer, or created, maintained, or received by Philips on behalf of Customer, shall:
(a) Retain only that PHI which is necessary for Philips to continue its proper management and administration or to
carry out its legal responsibilities;
(b) Return to Customer or destroy the remaining PHI that Philips still maintains, if it is feasible to do so;
(c) Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to ePHI
to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Philips
retains the PHI;
(d) Not use or disclose the PHI retained by Philips other than for the purposes for which such PHI was retained
and subject to the same conditions set out in this Addendum which applied prior to termination; and
(e) Return to Customer or destroy the PHI retained by Philips when it is no longer needed by Philips for its proper
management and administration or to carry out its legal responsibilities.
5.4. Survival. The obligations of Business Associate under this Section 5 shall survive the termination of this Addendum.
Section 6. MISCELLANEOUS
6.1. Amendment. The Parties agree to take such action as is necessary--and negotiating in good faith appropriate--to
amend this Addendum from time to time as is necessary for compliance with the requirements of the HIPAA Rules
and any other applicable law.
6.2. No Third Party Beneficiaries. Nothing in this Addendum shall confer upon any person other than the Parties and
their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.
6.3. Interpretation. The terms of this Addendum shall prevail in the case of any conflict with the terms of any Underlying
Contract to the extent necessary to allow Customer to comply with the HIPAA Rules. The bracketed citations to the
HIPAA Rules in several paragraphs of this Addendum are for reference only and shall not be relevant in interpreting
any provision of this Addendum.
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