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stryker by an autberiaed Stryker representative; or (v) any equipment or any part thereof that has been modified, altered or repaired by any person other than Stryker s employee or agent. Customer agrees to indemnify and defend Stryker against any Claims arising (ram (i) through (v) above due to the negligent acts or omissions of Customer or its officers, employees, representatives or agents. 7.2. Stryker's indemnification obligations under this Section are conditioned on Customer promptly providing Stryker with(1)timely written notice of any Claim for which indemnification is sought; (ii) reasonable assistance and all available non-proprietary Information reasonably required in the defense or settlement of any Claim; and (iii) sole control over be defense against any Claim and the settlement of any Claim; provided, however, that Stryker will not agree to any settlement or compromise that imposes or results in any finding of fault or any restriction or obligation on me part of Customer without Customer's prior written consent (which will not be unreasonably withheld). 8. covndevHalfty(Serel®a). 8.1. Customer most remove or secure any "Protected Health Information" ("PHI") as defined in me Health Insurance Portability and Accountability Act of 1996 from Equipment prior In Stryker performing Services Although Stryker will make reasonably commerdal efforts to secure any PHI encountered, Stryker is not responsible for the security thereof. 8.2. All medical Information and/or data concerning specific patients [Including, but not limited to, the identity of the patients), derived from or obtained during the course of the Agreement will be treated by bob Parties as confidential so as to comply with all applicable state and federal laws and regulations regardingconfidentiality of patient records, and will native released, disclosed, or published to any party other Dun as required or permitted under applicable laws. 9. Nov-gotieitaHav avd Non -Mira. Customer agrees mat during be Term and for a period of one (1) year following the termination or expiration of a Service Plan, it will not solicit any employees of Stryker to bummate their employment with Stryker, unless Stryker consents In writing. Nothing herein will prohibit Customer from hiring employees of Stryker who respond to a general employment solicitation such as a newspaper advertisement 10. ■ iclrgremnd Check. Stryker warrants that all of its employees who will be on a Customer's premises to perform Services will have undergone a background check as part ol'Stryker s hiring practice and/or as required by Customers vendor credentialing program. The background check consists ofthe following: • Criminal background check • National sex offender registry check • Education verification • Employmenthistory • SSN verification • Driving record • Government sanction/watch ke6 During the Term, a Customer may request a conference with Stryker at any reasonable time regarding the performance, behavior or expectations of any Stryker service personnel who are assigned to Cavo aces facility. Any Stryker SeMce personnel who willingly and knowingly violates Customer's rules, regulations, procedures, or policas may be removed from Customers facility at Cusmmers option and will be replaced by Stryker promptly. 11. Changes. At any time during the Term, and upon each Party's written consent additional Services or Equipment may be added or deleted from a plan. Such changes will be governed by the terms and conditions of the Service Plan. Stryker may modify the applicable Service Plan to reflect adjustments to charges attributable to plan changes. 12. Para and Subcontracting. Stryker may elect to use new or used parts related to the Services In its sole discretion. Stryker reserves the right to hire subcontractors to perform the Services. 18. lndepevdent Coetraetor. The Parties are independent contractors with respect to one another. However, to be extent Stryker, Stryker personnel or subcontractors come to Customers property, to be extent applicable, they will follow Customers written and posted work place policies. FINAL-NOlmswadlDHlS1,Mr(Med) ProCare TALZ KW Tenns of Sale (US)(6-1380341 Page 6 of6