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stryker
<br />inserts for each item of Equipment Customer covenants and agrees that its appropriate user personnel will follow the instructions and
<br />contents of those manuals, label and Inserts.
<br />Wamaaty; Lmfta4ona of Wamaaty and IdaDWty (geMeea). During the Term, Stryker warrants, with the exception of software
<br />maintenance services which, ifapplicable, will be as spec fieri in the Service Plan, the following:
<br />5.1. Stryker has the experience, capability and resources to perform under the ServicePhu, and Stryker further represents and warrants
<br />that the Services will be performed in a workmanlike manner and with professional diligence and skill;
<br />5.2. Servlces will comply with all applicable laws and regulations and all applicable standards set forth by law or ordinance or
<br />established by the rules and reguladans of any federal, state or local agency, department, commission, association or pertinent
<br />governing, accrediting or advisory body, Including The joint Commission having authority to set standards for healthcare factUdes;
<br />53. If rhe Services are to be performed on Customizes premises, Stryker represents and warrants that Stryker will comply with all
<br />applicable safety laws and Countesses then current safety and other applicable regulations, all human resource policies and health
<br />and drug and alcohol screening policies; provided than Customer has provided advance written ramification of such rules,
<br />regulations and policies to Stryker;
<br />SA. Stryker currently has, or prior to the commencement thereof, will obtain, pay for, and maintain any and all licenses, fees, and
<br />qualifications required to perform the Services.
<br />5.5. Stryker will maintain the Equipment m good working maltion. Equipme,mand Equipment components repaired or replaced under
<br />this Service Plan continue to be warranted as described herein during the Term. When Equipment or component is replaced, the
<br />Item provided in replacement will be the customers property and the replaced item will be Stryker's property, if a refund is
<br />provided by Stryker, the Equipment for which the refund is provided must be returned in Stryker and will became Stryker's
<br />property.
<br />S.6. TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH HEREIN ARE THE ONLY WARRANTIES
<br />APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER, AND STRYKER HEREBY
<br />EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING, BUT
<br />NOT LIMITED TO, MERCHANTABILITY, NON -INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO INSTANCE WILL
<br />STRYKER BE LIABLE TO CUSTOMER FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER. EXEMPLARY, MULPLIED OR
<br />CONSEQUENTIAL DAMAGES OR ATTORNEYS' FEES OR COSTS.
<br />B. LzollaUom tad Exelrniaaa from gamier plan. Customer will use commercially reasonable efforts to rooperate with Stryker in
<br />connection with Stryker's performance ofthe Services. Customer understands and acknowledges that Stryker ProCare employees will not
<br />provide surgical or medical advice, will net practice surgery or medicine. will not be involved In any manner which may be construed as
<br />practicing surgery or medicine, will not come in ronatt with the patient, will not enter the -sterile field-atany time, and will not cited
<br />equipment or instruments that mine in contact with the patient during surgery. Customers personnel will refrain from requesting Stryker
<br />employees to take any actions in violation ofthese requirements or In violation ofapplimble laws, rules or regulations, Customer PoHeies.
<br />or the patient's Informed consent A refusal by Stryker employees to engage in such activities will not be a breach of this Agreement
<br />Customer consents to thepresence of Stryker employees in its operating rooms, where applimble in order for Stryker to provide Services
<br />underthis Agmementand represents thatit will obtain all necessary consents from patients for such presence during surgery.
<br />Notwithstanding any other provision set forth herele, are Service Plan does net cover the following, as determined by Stryker in its sole
<br />discretion:D) abnormal wear or damage caused by reckless or intentional misconduct, abuse, neglect or failure to perform normal and
<br />routine maintenance as set out in the applicable maintenance manual or operating instructions provided with the Equipment; (II)
<br />accidents, catastrophe, fire, flood or act(s) of God; (Iii) damage resulting from fruity maintenance, Improper storage, repair, handling or
<br />use, damage and/or alteration by non -Stryker authorized personnel; (iv) service necessary due to the failure of the Customer or anyone
<br />under Its control to comply with written instructions or recommendations; (e) equipment on which any original send numbers or other
<br />identification marks have been removed or destroyed; (vi) damage mused as a result of the use ofthe Equipment beyond the useful life,
<br />if any, spedfied for such equipment In the user manual; (vil) service Stryker motor perform bemuse the Equipment has been
<br />discontinued or its parts have been discontinued or made obsolete; (viii) service to the Equipment if the Equipment or the Equipment
<br />site is contaminated with blood or other pateitially infectious substances; or (Ix) equipment that has been retained with any
<br />unauthorized or non -Stryker components In addition, in order to ensure safe operation ofthe Equipment, only Stryker accessories should
<br />be used. Stryker reserves the right to invalidate a Service Plan and any complimentary loaner programs thereunder If Equipment is used
<br />men accessories not manufactured by Stryker. If, at any time, upon inspection of the Equipment in service, Stryker deems any single unit
<br />of Equipment to be unserviceable, a record and report ofsuch will be made, and provided to the Customer in writing on the date ofservice.
<br />S. fad maWutiratsemnity a.
<br />7.1. Stryker will is esult of
<br />defend Cry (including
<br />agaiding death third partyprops ty bility damage arising
<br />solei (from the posnit Customer may Incur
<br />directly as o result io bodily injury (its employees
<br />death) or property damage arising solely from the gross c e. The
<br />willful
<br />Ide misconduct Indemnification
<br />omissions apply
<br />Stryker or its employees agents, or ronendam in the course of prerace o Services. The foregoing
<br />indemniemllonwill notapply toany Claims arisingfrom:hean Injuryry damagedueeothe
<br />rit to entt early
<br />Person other thana
<br />Stryker employee or agent and/or the allure of any person other than a Sayker employee ray ex t to follow any instructions ed! fro d
<br />S the labeling manual ra instructions for use of the Equipment (iii) the use of any allure to perform or part not purchased from
<br />Stryker; nce as sato al wear and tear car damage mused a misuse car by Customers (allures penormal and routine
<br />maintenance as set out In the maintenance manual and/or operating instructions provided with the Equipment or as demonstrated
<br />FINALNOImsmd(oHl-StrykerjMed) PruCare TECs wStd Terms m5nle(US)(5-13.2021) Page 5 tf6
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