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15. FORCH MA(F'URF.
<br />Except for Customer's payment obligations, which may only he delayed and not excused entirely, neither party to this Agreement will he liable for any delay or failure of
<br />performance that is the result of any happening or event that could not reasonably have been avoided or that Is otherwise beyond Its control, provided that the party hindered
<br />or delayed Immediately notifies the other party describing the circumstances causing delay. Such happenings or events will include, but not be limited to, terrorism, acts of war,
<br />riots, civil disorder, rebellions, fi re, Flood, earthquake, explosion, action of the elements, acts of God, inability to obtain or shortage of material, equipment or lrausporta[lot),
<br />governmental orders, restrictions, Ili lot ilies or rationing, accidents and strikes, lockouts or other labor trouble or shortage.
<br />16. INSURANCE REQUIRRMENTS
<br />Sbyker shall maintain the following Insurance coverage during the recut of the Agreement (I) cmmnte•ciat general Ilahillly coverage, Indur ing [overage for products and
<br />completed operations liability, with minimum limits of$1,000,000.00 per occurrence and $2,000,000.00 metal aggregate applying to bodily Injury, personal Injury, and
<br />property damage; (t) automobile liability Insurance with combined single limits of $1,000,000.00 for owned, hired, and non -owned vehicles; and (hi) worker's compensation
<br />Insurance asrequlred by applicable law. At Customer's written request, certificates of insurance shall be provided by Stryker prior to commencement of the Services at any
<br />Promises owned or operated by Customer. To the extent permitted by applicable laws and regulations, Stryker shall be permitted to meet the Above requirements through a
<br />program of self=lusurance.
<br />17, WARRANTY OF NON-EXCLUSION
<br />Each party represents and warrants that as of the Effective Date, neither it nor any of its employees, are or have been excluded terminated, suspended, or debarred from a
<br />teller a) or state health care program or from participation in any federal or state procurement or non• procurement programs. Each party further represents that no final
<br />adverse action by the federal m• state government has occurred or Is pending or threatened against tine party, its altlllates, or, to Its knowledge, against any employee, Stryker, or
<br />Agent engaged to provide Services under this Agreement. Each party also represents that ff during the term of this Agreement it, or anyof ils employees becomes so excluded,
<br />torn duated,suspended,or deharred front a federal or state. health care program or from participation In any federal or state procurement or norrprucuretilont programs, such
<br />will promptly nntify the other party. Each party retains the right to terminate or modify this Agreement to the event of the other party's exclusion from a federal or stale health
<br />care. prngraun.
<br />I& COMPLIANCE
<br />Stryker, as supplier, hereby informs Customer, as buyer, of Customer's obligation to make all reports and disclosures required bylaw or contract, including without lintltation
<br />properly reporting and appropriately reflecting actual prices paid for each Item supplied hereunder tier of any discount (Including rebates and credits, If any) applicable to such
<br />Item on Cush nte-r's Medicare coshrports, and as otherwise required under the Federal Medicaic and Medicaid Auti-Kickback Statute and the regulations thereunder (42 UR
<br />part 1001.95201)). Pricing under this Agreement (and ouch Service Plun) may constitute discounts on [lie purchase of Services. Customer represents that (i) it shall make all
<br />required cost reports, and (11) It has the corporate power and authority to make or cause such cost reports to be made.. To the extent required by law, Customer and Stryker
<br />ogree to comply with the Omnibus Reconciliation Act of 1900 (P.L.967,499) and it's implementing regulations (42 CFR, Part 420). To the extent applicable to the activities of
<br />Stryker hereunder, Stryker bother specifically agrees that until the expiration of four (4) years after furnishing Services pursuant to this Agreement, Stryker shall make
<br />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
<br />representatives, this Agreement acid the books, documents and records of Stryker that are necessary to verify the nature and extent of the costs charged to Customer hereunder,
<br />Stryker further agrees that It Stryker carries out any of lite duties of this Agreement through a subcontract with a value or cost often thousand dollars ($10,000) or more over A
<br />twelve f 12) month perind, with a related organization, such subcontract shall contain a clause to the effert that until the expiration of four (4) years after the furulshbng of sucli
<br />services pursuant to such subcontract, the related organization shall make available, upon written request to tine Secretary, or upon r equest to the comptroller General, or any of
<br />their truly authorized represonmtives the subcontract, And books and documents:md records of such organization that are necessary to verify the nature and extent of such
<br />costs.
<br />19, CONFIDENTIALITY
<br />"fire parties hereto shall hold In confidence this Agreement and the terms and conditions contained herein (including Services flan pricing) and any Information and materials
<br />which are related to the business of the other or are designated as proprietary or ronfidentlal, herein or ntherwnse, or which a reasonable person would consider to be
<br />proprietary or confidential Information; anti (b) hereby covenant that they shall not disclose such inforrttalion to any third party without prior written authoization of the one
<br />to whom such information relates. The rights anti remedies available to a party heroun der shall not limit or preclude any other available equitable or legal remedies.
<br />20. HIPAA
<br />Snylmr Is not a'ltuslness associate" of Customer, as the tenn'buslness associate" Is defined by HIPAA (tire Health Insurance Portability and Accountability Art of 1996 and 45
<br />U.R. parts 142 and 160-164, as amended). To tire extent the parties mutually agree that Stryker hecones a business assormte of Customer, the parties agree to negotiate to
<br />amend the Service Plan or this Agreement as necessary to comply with HIPAA, and if an agreement cannot be reached the applicable Service Plan will immediately terminate. All
<br />medical Information and/or data concerning specific patients (Including, but not limited to, the Identity of the patients), derived incidentally during the course of this
<br />Agreement, shall he treated by both parties as confidential, and shall tat be released, disclosed, or published to any party other than as required or permitted under applicable
<br />laws. Notwithstanding lire foregoing, Stryker may be considered a "business associate" of Custoneis related to any Service Plan for wireless products And/or' other designated
<br />business associate services. I(Snyker Is considered a "business associate" of Customer, Stryker will agree to enter into a business associate agreement with Customeras
<br />required by HIPAA.
<br />21. MISCELLANEOUS
<br />Neither party unayassigu or transfer their rights and/or benefits under this Agreement without the prior written consent ul'the other party, except that Sir yker shall have the
<br />light to assign this Agreement or any rights under or interests in this Agreement to any parent, subsidiary or affiliate of Stryker. All of the terms and provisions of this
<br />Agreement shall be binding upon, .01,111 inure to the benefit of, and be enforceable, by permitted snrressors and assigns of tine partes to this Aga'eernent. This Agreement shall he
<br />construed and Interpreted in arcordanre with the laws of the State of Michigan. The Invalidity, In whole or in part, of any of the foregoing paragraphs, where determined to be
<br />Illegal, Invalid, or unenforceable by a court or authority of competent Jurisdiction, will not affect or Impair the enforceability of the remainder of the Agreement 'I his Agreement
<br />constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations and agreements between the parties
<br />concerting the subject matter of this Agreement. In the event of an Inconsistency or conflict between this Agreement and any purchase order, invoice, or shnllar document. this
<br />Agreement will control. Any Inconsistency or conflict between tire terms of this Agreement and a Service Plan shall be resolved In factor of the Service Plan. The sections
<br />rulllled I,Imltnuon of ldabllity, Indennifiratlnn, r;ompllanre, [bnfidantlAllty anti Mlsccllancaus of this Agreernrul .hull vurvlve Its termhnalion or expiration.
<br />22. MAINTENANCE INSPECTION
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