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This document sets forth the entire Product Service Plan Agreement. ("Agreement") between Stryker Medical, (a division of Stryker Corporation), herein and after referred to as -Snyker", and North Olmstead Piro Dept, herein and after, referred to as the "Customer". This is the entire Agreement and no nther oral modlficalinns are valid. This Agreement shall remain in effect unless canceled or modified by either party according to the following terms and conditions. 1. SERVICE COVERAGE AND TERM Sit yker shall provide to Customer the services (the "Services) as defined on Page 1 of the Sit yker Quoteas the equipment ProCare Program (liereinafler each, a "Service l'laii"). The. equipment covered under said Service Ilan Is set forth on Exhibit A to the Quote (the "Equlpment'j. The Services and Service I'lan are ancillary to and not a complete, substitute for the requirements of Customer to adhere to the routine maintenance Instructions provided by Stryker, Its equipment and operations manuals, and accmnpanying libels and/or Inserts for the Equipment Customer covenants and agrees that Its personnel will follow the instructions and contents of those manuals, labels and insects. When Equipment or a component Is replaced, the Item provided In replacement will he the Customer's prnperry (if Customer owns the Equipment) and the replaced Item will be Stryker's property. The Service Plan coverage, tern, start date, and price of the Services appear on the Service Plan. 2. EQUIPMENT SCIIEDULK CHANGES During the tern of the Agreement unit upon each party's written consent, additional Equipment may be, included In the Exhibit A. All additions are subject to thu terms and conditions contained herein. Stryker shall adjust the, charges and modify Exhibit A to reflect the additions. 3, INSPECTION SCHEDULING Service inspections will be scheduled en advance at a mutually agreed upon time for such period of time. as is reasonably necessary to cumplcte the Services. Equipment not made available at the specified time will be serviced at the next scheduled service Inspection unless specific arrangements are made with Stryker. Such arrangements will Include travel and other special rhargos at Stryker's then current rates. 4. INSPECTION ACTIVITY On each scheduled service Inspection, Stryker's Service Representative will inspect each available Item of Equipment os required in accordance with Srtyken's then current Maintenance procedures for said Equipment. If there Is any discrepancy or questions un the, number of Inspections, pike, or Fquipment Stryker may arnend this Apreetnent. S. CUSTOMER OBLIGATIONS Customer shall use commercially reasonable efforts to cooperate with Stryker In connection with Stryker's performance of the Services. Customer understands and acknowledges that Stryker employees will not provide surgical or medical advice, will not practice surgery or medicine, will not come fu physical contact with the patient, will not enter the "sterile field" at any little,and will not direct equipment or Inshvments that come In contort with the patient duringsurgery. Customer's prrsntmel will refrain from requesting Stryker employees to take anyactlons ht violation of these requirements of II violation of applicable laws, rules or regulations, Customer policies, or the Patient's Informed consent. A refusal by Stryker employees to engap,e in such activities shall not he a breach of this Agreement. Customer consents to the presence of Stryker employees In Its operating rooms, where applicable, in order for Stryker to provide Services under this Agreement and represents that It will obtain all necessary consents from patients, 6. SERVICE INVOICING Invoices will be sent on the agreed payment method, All prices are exclusive of state anti local use, sales or similar taxes. In states assessing upfront sales and use tux, Custonn or" payments will be adjusted to Include all applicable sales and use, tax amortized over tho Service Irian term using a rate that preserves for Stryker. its alliliates and /massigns, the Intended enmomtrykld for the transaction described ht this Agreement. All Invoices Issued under this Apreemrnt are to be paid within thirty (30) drys of the date of the Invoice. Failure to comply with Net 30 Day terms will constitute breach of contract and future Service will only be made on a prepaid or COD basis, or until the previous obligation Is satisfied, or hoth. Stryker reserves the right, with no liability to Snyker, to cancel any contract on tine basis of payment default for any previous equipment m' service provided by Stryker or any of Its affiliates. 7. PRICECNANGES 'Ilie Service prices specified herein are those In effect as of the date of acceptance of this Agreement and will continue In effect throughout the term of the Service Pion. U. INITIALINSPECTION 'this Agreement shall be applicable only to such Equipment as listed in Exhibit A, which has been determined by a Stryker's Itepresentative to be in good operating conditiar. upon his/her initial inspection thereof.