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instructions for use of the Equipment; (iii) the use of any equipment or part not purchased from Stryker or any equipment or any part thereof that
<br />has been modified, altered or repaired by any person other than Stryker's employee or agent; or (iv) any actions taken or omissions made by any
<br />Stryker employee while under the direction or control of Customer's staff. Customer agrees to hold Stryker harmless from and indemnify Stryker
<br />for any claims or losses or injuries arising from (i)-(iv) above resulting from Customer's or its employees' or agents' actions.
<br />10. Insurance. Stryker shall maintain the following insurance coverage during the Term: (i) commercial general liability insurance, including
<br />coverage for products and completed operations liability, with limits of $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate
<br />applying to Stryker's liability for bodily injury, personal injury, and property damage; (ii) automobile liability insurance with a combined single
<br />limit of $1,000,000.00 each accident covering Stryker's use of owned, hired, and non -owned vehicles; and (iii) worker's compensation insurance
<br />as required by applicable law subject to statutory limits and employer's liability insurance with limits of $1,000,000.00 each accident and/or
<br />$1,000,000.00 each employee and policy limit for disease covering Stryker's employees. At Customer's written request, certificates of insurance
<br />shall be provided by Stryker prior to commencement of the Services at any premises owned or operated by Customer. Notwithstanding any other
<br />requirements within this Addendum to the contrary, to the extent allowed by applicable law or regulation, Stryker shall be permitted to meet the
<br />above insurance requirements through a program of self-insurance.
<br />11. Confidentiality. Stryker and Customer: (i) shall hold in confidence this Addendum and any information and materials which are related to the
<br />business of the other or are designated as proprietary or confidential, herein or otherwise, or which a reasonable person would consider to be
<br />proprietary or confidential information; and (ii) hereby covenant that they shall not disclose such information to any third party without prior
<br />written authorization of the one to whom such information relates. The rights and remedies available to a Party hereunder shall not limit or
<br />preclude any other available equitable or legal remedies.
<br />12. Non -Solicitation and Non -Hire. Customer agrees that, during the Term and for a period of one (1) year following Service, it will not solicit any
<br />employees of Stryker to terminate their employment with Stryker, unless Stryker consents in writing.
<br />13. Background Check. Stryker warrants that all of its employees who will be on a Customer's premises to perform Services will have undergone
<br />a criminal background check as part of Stryker's hiring practice. The background check consists of the following:
<br />a. Education verification, which includes a review of employee's submitted educational institutions to ensure proper accreditation;
<br />b. Employment history verification;
<br />c. SSN trace, including address history verification;
<br />d. OFAC Watch List search, including a search of global terrorist and national drug trafficker lists;
<br />e. FDA Debarment and Disqualified/Restricted List search;
<br />f. OIG/HHS Exclusion List check;
<br />g. EPLS/GSA Exclusion List check;
<br />h. Criminal history search, including a National Criminal Database (NCD) search and a national sex offender registry search and a search of all
<br />jurisdictions where the employee has lived or worked during the last seven years; and
<br />i. Motor vehicle check
<br />During the Term, a Customer may request a meeting with Stryker to review the performance, behavior or expectations of Stryker service personnel
<br />who are assigned to provide service at Customer's facility. Any Stryker service personnel who willingly and knowingly violate Customer's rules,
<br />regulations, procedures, or policies maybe removed from Customer's facility at Customer's option and will be replaced by Stryker promptly.
<br />14. Independent Contractor. The relationship between the Parties is that of independent contractors. It is mutually agreed that Stryker is at all times
<br />acting and performing as an independent contractor with respect to Customer, and nothing is intended nor shall be construed to create an
<br />employer/employee relationship between Stryker and Customer. it is agreed that any person employed by Stryker to perform hereunder shall not
<br />be deemed to be an employee of Customer, and Stryker and Stryker's employees, agents or representatives shall not be, or represent themselves
<br />to be, officers, employees, agents or representatives of Customer.
<br />15. IVIiscelIaneous. No Party shall be liable for failure of or delay in performing obligations set forth in this Addendum, and no Party shall be deemed
<br />in breach of its obligations, if such failure or delay is due to natural disasters or any causes reasonably beyond the control of such Party. This
<br />Addendum shall be governed by and construed in accordance with the laws of the State of Michigan and the Parties consent and agree that any
<br />and all litigation arising from this Addendum will be conducted by state or federal courts located in the State of Michigan. This Addendum shall
<br />inure to the benefit of, and be binding upon, Customer and Stryker and their respective successors and assigns. Neither Party may assign any of
<br />its rights or obligations under this Agreement without the prior written consent of the other Party. Any purported assignment in violation of the
<br />preceding sentence will be void. This Agreement constitutes the entire agreement between the Parties concerning the subject matter of this
<br />Agreement and supersedes all prior negotiations and agreements between the Parties concerning the subject matter of this Addendum. In the event
<br />of an inconsistency or conflict between this Addendum and any purchase order, invoice, or similar document, this Addendum will control. The
<br />sections entitled Warranty and Limitation of Warranties, Indemnification, Limitation of Liability, Confidentiality and Miscellaneous of this
<br />Addendum shall survive its termination or expiration.
<br />Addendum to Medical ProCare Quote (Rev.7.7.25)
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