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ADDENDUM TO PROCARE MEDICAL QUOTE
<br />This Addendum ("Addendum") is entered into by and between the facility listed on the Quote ("Customer") and Stryker Sales, LLC, acting through
<br />its Medical Division ("Stryker") and modifies the ProCare Medical Quote ("Quote"). The terms of this Addendum will apply to Customer's purchase
<br />of Services as outlined in the Quote for Service. In the event of a conflict or inconsistency between the Quote and this Addendum, relative to Service,
<br />this Addendum will govern.
<br />1. Effective Date and Term. The term of this Addendum shall be coterminous with the Quote ("Term').
<br />2. Service. Stryker will perform the repair and maintenance services as described in the Quote (collectively, the "Services") to the Equipment set
<br />forth on the Quote ("Equipment').
<br />3. Service Terms and Conditions. Services will be subject to the terms and conditions set forth in this Addendum.
<br />4. Product Maintenance. Customer is required to adhere to the routine maintenance instructions provided by Stryker, its equipment and operations
<br />manuals, and accompanying labels and/or inserts for each item of Equipment. Customer covenants and agrees that its appropriate user personnel
<br />will follow the instructions and contents of those manuals, labels and inserts.
<br />5. Warranty and Limitations of Warranty. During the Term, Stryker warrants, with the exception of software maintenance services, the following:
<br />a. Stryker has the experience, capability and resources to perform the Services, and Stryker further represents and warrants that the Services
<br />will be performed in a workmanlike manner and with professional diligence and skill;
<br />b. Services will comply with all applicable laws and regulations and all applicable standards set forth by law or ordinance or established by the
<br />rules and regulations of any federal, state or local agency, department, commission, association or pertinent governing, accrediting or advisory
<br />body, including The Joint Commission having authority to set standards for healthcare facilities;
<br />c. If the Services are to be performed on Customer's premises, Stryker represents and wan -ants that Stryker will comply with all applicable
<br />safety laws and Customer's then current safety and other applicable regulations, all human resource policies and health and drug and alcohol
<br />screening policies; provided that Customer has provided advance written notification of such rules, regulations and policies to Stryker;
<br />d. Stryker currently has, or prior to the commencement thereof, will obtain, pay for, and maintain any and all licenses, fees, and qualifications
<br />required to perform the Services.
<br />e. TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH HEREIN ARE THE ONLY
<br />WARRANTIES APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER,
<br />AND STRYKER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES REGARDING
<br />THE SERVICES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON -INFRINGEMENT OR FITNESS FOR A
<br />PARTICULAR PURPOSE.
<br />6. Limitation of Liability. EXCEPT FOR THIRD PARTY DAMAGES RELATED TO STRYKER'S INDEMNITY OBLIGATIONS UNDER
<br />THE SECTION HEREOF ENTITLED "INDEMNIFICATION," STRYKER'S LIABILITY ARISING UNDER THIS ADDENDUM WILL NOT
<br />EXCEED THE AMOUNT OF SERVICE FEES PAID UNDER THIS ADDENDUM DURING THE TWELVE (12) MONTH PERIOD
<br />IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. IN NO INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER FOR
<br />INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS'
<br />FEES OR COSTS FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT.
<br />7. Customer Obligations. Customer will use commercially reasonable efforts to cooperate with Stryker in connection with Stryker's performance
<br />of the Services. Customer understands and acknowledges that Stryker employees will not provide surgical or medical advice, will not practice
<br />surgery or medicine, will not come in physical contact with the patient, will not enter the "sterile field" at any time, and will not direct equipment
<br />or instruments that come in contact with the patient during surgery. Customer's personnel will refrain from requesting Stryker employees to take
<br />any actions in violation of these requirements or in violation of applicable laws, rules or regulations, Customer policies, or the patient's informed
<br />consent. A refusal by Stryker employees to engage in such activities will not be a breach of this Addendum. Customer consents to the presence
<br />of Stryker employees in its operating rooms, where applicable, in order for Stryker to provide Services under Addendum and represents that it
<br />will obtain all necessary consents from patients.
<br />S. Limitations and Exclusions from Service. Notwithstanding any other provision set forth herein, the Services not covered under this Addendum
<br />as determined by Stryker in its sole discretion are as follows: (a) abnormal wear or damage caused by reckless or intentional misconduct, abuse,
<br />neglect or failure to perform normal and routine maintenance as set out in the applicable maintenance manual or operating instructions provided
<br />with the Equipment; (b) catastrophe, fire, flood or act(s) of God; (c) damage resulting from faulty maintenance, improper storage, repair, handling
<br />or improper use (including use of non -Stryker accessories or consumables), damage and/or alteration by non -Stryker -authorized personnel; (d)
<br />equipment on which any original serial numbers or other identification marks have been removed or destroyed; (e) damage caused as a result of
<br />the use of the Equipment beyond the useful life, if any, specified for such equipment in the user manual; (f) service Stryker cannot perform because
<br />the Equipment has been discontinued or its parts have been discontinued or made obsolete; (g) service to the Equipment if the Equipment or the
<br />Equipment site is contaminated with potentially infectious and/ or biobazardous substances; (h) Equipment that has been repaired or used with
<br />any unauthorized or non -Stryker components or by an unauthorized or non -Stryker third party; or (i) any Services provided by the Stryker Medical
<br />division do not include batteries (unless stated in Stryker's quote), mattresses, disposable items, IV poles or rust or corrosion damage; Customer
<br />agrees to provide personal protective equipment ("PPE") to OnSite/Clinical Specialists. Notwithstanding anything else in this Addendum in the
<br />event Customer fails to provide appropriate industry -standard PPE to all OnSite Specialists, as determined in Stryker's sole discretion, then Stryker
<br />may immediately, in its sole discretion: (i) suspend the OnSite Specialist Coverage until Customer provides such PPE; or (ii) terminate the
<br />applicable Service.
<br />9. Indemnification. Stryker shall indemnify Customer from any third party liability and/or damages which Customer suffers directly as a result of
<br />the gross negligence or willful misconduct of Stryker or its employees or agents in the course of providing Services. The foregoing indemnification
<br />will not apply to any liability arising solely from: (i) an injury or damage due to the negligence of any person other than Stryker's employee or
<br />agent; (ii) the failure of any person other than Stryker's employee or agent to follow any instructions outlined in the labeling, manual, and/or
<br />Addendum to Medical ProCare Quote (Rev.7.7.25)
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