General Terms and Conditions of Sale and Software License

(“Conditions of Sale”) (Rev 26.1)

Quotation, Order, and Payment

The equipment, service, and software (“Product(s)”) offered on the quotation by the Philips legal entity identified thereon (“Quotation”) are subject to these Conditions of Sale, the Quotation, and any schedules and attachments attached hereto. The Quotation expires as indicated and may be amended or revoked by Philips before Customer’s acceptance. Purchase orders (POs) will serve only as Customer’s acceptance of the Quotation and these Conditions of Sale in the absence of a signature of Customer’s authorized representative on the Quotation. Any different or additional terms proposed by Customer are rejected and do not apply.
Prices and payment terms are in the Quotation. Net payment terms are based on invoice date. Orders are subject to Philips’ credit review and approval. Prices exclude taxes, which are Customer’s responsibility. Philips will invoice and Customer will pay all applicable taxes unless Customer provides a tax exemption certificate in advance.
Customer will pay interest on late payments not disputed in good faith at an annual rate of 12%, billed monthly. If Customer fails to pay or breaches these Conditions of Sale, Philips may suspend its obligations and deduct the unpaid amount from any amounts owed to Customer, in addition to other rights or remedies. Philips can recover all costs and expenses, including reasonable attorneys’ fees related to enforcement.
Customer cannot cancel an order for equipment. If Customer cancels an order for equipment before the order is sent to the factory, Customer will pay 15% of the net selling price. If Customer cancels after the order for equipment is sent to the factory, Customer will pay the full net selling price. If Customer has not taken delivery of equipment within 24 months from Quotation acceptance, the order is deemed canceled and the cancelation charges in this section will apply according to their terms. In all cases cancelation of orders of software shall be governed by the terms of the Product schedule applicable to such software Product. In the absence thereof, such orders are non-cancelable.
Philips may make partial or early shipments, and Customer will pay invoices for such shipments according to the payment terms in the Quotation. Payments can be made by check, ACH, or wire. Philips does not accept transaction fees for electronic fund transfers or other payment methods. Philips imposes a 2% surcharge on credit cards, not exceeding its cost of acceptance. Check payments over $50,000 USD must be paid via eCheck or Philips prepaid FedEx account with tracking.
Philips is entitled to retain a security interest in the Products until full payment is received. Philips may change the design or specifications of the Products at any time, provided the change does not adversely affect performance.
Products are sold and delivered independently of any services (including installation, configuration, integration, and training) and third-party items listed in the Quotation. Customer acknowledges that, except as otherwise stated on the Quotation, each may be scheduled, performed, delivered, and invoiced separately by Philips according to these Conditions of Sale.

Lease and Trade-In
1. If Customer wants to convert a purchase to a lease, Customer must provide relevant rental documents for review and approval by Philips within 90 days before delivery. Customer is responsible for converting the transaction to a lease and securing the leasing company’s approval of these Conditions of Sale. No product will be delivered until Philips receives and approves the fully executed lease documents. If the lease does not fund, Customer guarantees payment of all monies due, Philips may convert the lease back to a purchase and invoice Customer, and Customer will pay all invoiced amounts per the invoice terms.
2. For any equipment being traded in (“Trade-In”), Customer warrants it has good and marketable title. The trade-in value depends on Customer providing the Trade-In by the date Philips makes the new Product available for first patient use and may change if Customer delays delivery, installation, or go-live dates, or if the Trade-In is not in good working order, is damaged, or differs from the Quotation. Customer must clean and sanitize all components, drain chiller lines, cap plumbing, and delete personal data. Customer agrees to reimburse Philips for any out-of-pocket costs arising from Customer’s breach of this section.
Shipment and Installation
1. Philips will deliver the Products according to the shipping terms in the Quotation. Additional costs for different delivery terms are Customer’s responsibility. Risk of loss transfers to Customer upon Philips’ delivery of Product to the Customer location specified in the Quotation and Customer will promptly acknowledge receipt of Product by signing proof of delivery. Philips will make reasonable efforts to meet the delivery date confirmed by Philips with Customer prior to releasing the Product for production (“Delivery Date”). If Customer delays delivery beyond the Delivery Date, Customer will pay reasonable expenses incurred by Philips, including storage fees, transportation expenses, and related costs. Customer will pay any delivery installment payment upon delivery to Customer site or Philips warehouse.
2. Philips will carry out Product installation according to Philips’ established installation process for the Product and notify Customer when the installation is completed. As requested by Philips, upon completion of Installation (including any training included as part of Philips’ installation process), Customer shall sign a certificate confirming the completion of installation and handover of the Product for use.
3. In case installation and training is not provided by Philips, Customer must ensure that installation and training is provided by a third party authorized by Philips. Where applicable, Philips can only release Product for use if the installation and training have been performed by a third party authorized by Philips and per Philips’ instructions.
4. For installation by Philips, Customer must at its own expense (i) provide secure, adequate storage for the Products and unobstructed access to the Products and installation site; (ii) comply with Philips’ installation requirements and applicable safety, electrical, and building codes; (iii) remove hazardous material; (iv) obtain necessary permits and licenses; (v) assist in moving the Products to the installation site; and (vi) be responsible for rigging, removal of obstacles, and restoration work. If Products are connected to a computer network, Customer is responsible for network security.
5. If the above conditions are not met, Philips may interrupt installation and testing and extend the installation period, and Customer will pay any additional costs. Philips is not liable for the fitness or adequacy of the premises or utilities for installation or storage.
Product Warranty
1. Philips’ Product-specific warranties are set forth at https://www.usa.philips.com/healthcare/support/terms-and-conditions, and such terms and conditions are incorporated herein as applicable to the Products under the Quotation. Customer’s signature on, or issuance of PO in connection with, the Quotation will be deemed agreement that such Product-specific warranty(ies) apply to Customer’s purchase. In the event a warranty is not listed on such webpage for a Product under the Quotation, the following Sections 4.2-4.9 apply to Customer’s purchase.
2. For hardware Products, Philips warrants the Product will materially comply with its specifications for one year from the date of Customer’s receipt of the Product as evidenced by the proof of delivery, provided the Product has been properly used and maintained. If Philips is responsible for installation, the warranty shall be prolonged to cover the period of installation until handover or first clinical use, whichever occurs first. Such prolongation shall not exceed a total warranty period expiring later than 15 months from the date of shipment unless Philips requires an extension of time to complete installation. Philips warrants disposable Products intended for single use will be of good quality until the expiration date.
3. Philips warrants stand-alone Licensed Software will substantially conform to the technical specification for 90 days from availability.
4. Philips warrants services will be performed in a good and workmanlike manner for 90 days after completion. Philips’ sole liability, and Customer’s sole remedy, for breach of this service warranty is to give credit for the service price or re-perform the services.
5. To make a warranty claim, Philips must receive written notice within the warranty period and a reasonable period after discovery of the defect. Replaced Product or parts must be returned to Philips and will be Philips’ property.
6. Philips’ warranty obligations and Customer’s sole and exclusive remedy are, at Philips’ option, repair or replacement of the Product or part, or a pro rata refund of the purchase price after a reasonable cure period and return of Product(s). Replacement parts will be new or equivalent.
7. Philips has no obligations for defects resulting from use, operation, modification, configuration, calibration, or maintenance not in accordance with the Product specification and instructions; abuse, negligence, accident, or damages caused by Customer; improper site preparation, external sources, or third-party products. Philips is not responsible for third-party product warranties but will make reasonable efforts to extend third-party warranties and service solutions to Customer.
8. During the warranty and any service arrangement, Customer must provide and maintain a dedicated high-speed internet connection for remote servicing compatible with Philips Remote Service Data Center (PRSDC). If Customer fails to provide access, Customer accepts any impact on Products availability, additional cost, and speed of resolution.
9. THE WARRANTIES IN THESE CONDITIONS OF SALE AND QUOTATION ARE THE SOLE WARRANTIES MADE BY PHILIPS, EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PHILIPS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PHILIPS DOES NOT WARRANT ANY PRODUCT USING THE CLOUD TO BE UNINTERRUPTED OR ERROR-FREE.
Limitation of Liability
1. THE TOTAL LIABILITY OF PHILIPS FOR ALL DAMAGES AND CLAIMS ARISING FROM OR RELATING TO ANY PRODUCTS AND SERVICES UNDER THESE CONDITIONS OF SALE AND QUOTATION, WHETHER BASED ON TORT (INCLUDING NEGLIGENCE)), BREACH OF CONTRACT, INDEMNITY, AT LAW OR EQUITY, IS LIMITED TO THE TOTAL AMOUNTS PAID BY CUSTOMER TO PHILIPS UNDER THESE CONDITIONS OF SALE AND QUOTATION.
2. PHILIPS IS NOT LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA, PROFITS, REVENUE, BUSINESS INTERRUPTION, OR USE, REGARDLESS OF WHETHER THEY ARE FORESEEABLE OR NOT AND WHETHER THE CLAIM IS MADE IN TORT, BREACH OF CONTRACT, INDEMNITY, AT LAW, OR IN EQUITY.
3. THE FOLLOWING ARE NOT SUBJECT TO THE LIMITATIONS OF LIABILITY UNDER SECTION 5.1 AND CONSTITUTE DIRECT DAMAGES: (a) THIRD-PARTY CLAIMS FOR BODILY INJURY OR DEATH CAUSED BY PHILIPS’ NEGLIGENCE OR PROVEN PRODUCT DEFECT, (b) CLAIMS OF TANGIBLE PROPERTY DAMAGE REPRSENTING PHYSICAL PROPERTY DAMAGE CAUSED BY PHILIPS’ NEGLIGENCE OR PROVEN PRODUCT DEFECT, (c) OUT-OF-POCKET COSTS FOR PATIENT NOTIFICATIONS REQUIRED BY LAW DUE TO PHILIPS’ UNAUTHORIZED DISCLOSURE OF PROTECTED HEALTH INFORMATION, (d) FINES OR PENALTIES LEVIED AGAINST CUSTOMER BY GOVERNMENT AGENCIES DUE TO PHILIPS’ UNAUTHORIZED DISCLOSURE OF PROTECTED HEALTH INFORMATION, AND (e) PHILIPS’ INFRINGEMENT INDEMNIFICATION OBLIGATIONS.
IP Indemnification
1. Philips will indemnify, defend, and hold harmless Customer against any claim that a Philips Product infringes third-party intellectual property (IP), provided Customer gives Philips prompt written notice, full information and assistance, and sole control of the defense or settlement. If a Product is found or believed to infringe valid IP, or Customer is enjoined from using the Product, Philips may procure the right for Customer to use the Product, replace or modify the Product, or provide a pro rata refund upon return of the Product. Philips has no obligation for claims arising from compliance with Customer’s designs, specifications, or instructions; use of Customer-supplied technical information; modifications by Customer; use not in accordance with specifications or instructions; use with other products not sold by Philips; use of prior releases; or use after Philips advises Customer to stop use. These terms state Philips’ entire obligation and liability for infringement claims and Customer’s sole remedy.
Ownership, Use, and Exclusivity of Product Documents and Other Proprietary Service Materials
1. Philips’ documents, manuals, and technical information related to product maintenance or service are proprietary. They cannot be copied, reproduced, transmitted, disclosed, or used without Philips’ written consent. Philips’ technical maintenance or service software is also proprietary and intended solely for Philips’ use, unless otherwise agreed in writing by Philips and Customer.
Export Control and Product Resale
1. Customer is responsible for obtaining export authorizations for the Products. US Customers cannot transfer Products outside the US.
Licensed Software Terms
1. Subject to Customer’s compliance with these Conditions of Sale, Philips grants Customer a non-exclusive, non-transferable, non-sublicensable license to use software Products and software embedded in Products (“Licensed Software”) according to the Quotation and according to the instructions for use accompanying the Products.
2. Licensed Software is licensed, not sold, and all intellectual property rights remain with Philips. Customer may make one backup copy. Customer will preserve the confidential nature of the Licensed Software and maintain copyright notice or proprietary legends on copies.
3. Customer will not (and shall not allow any third party to) decompile, disassemble, modify, reproduce, or otherwise reverse engineer the Licensed Software. Any modification of the Products or system shall be deemed unauthorized and may be deemed as remanufacturing of the Products or systems. Installation of Philips-issued patches or updates is not a modification.
4. Philips and its affiliates may use, on a royalty-free basis, feedback or suggestions for modification or enhancement of the Licensed Software for licensing to third parties. Customer agrees to comply with third-party licensed software terms and indemnify Philips for any damage arising from failure to comply. If the third-party licensor terminates the license, Philips may terminate the license with Customer and make reasonable efforts to procure a solution.
5. Customer is responsible for buying and managing anti-virus software to protect the products and all virus issues with the Licensed Software. Use of anti-virus in a manner not recommended by Philips is Customer’s sole responsibility.
6. Customer’s installation or use of unauthorized updates may adversely affect functionality and performance. Philips has no liability for performance issues caused by unauthorized updates, and the warranty is void during the period of use of such unauthorized updates. Philips may require Customer to roll back unauthorized updates to the most recent validated version before performing services. Philips tests the latest applicable security updates and publishes them as Philips Product Security Status documents. It is Customer’s responsibility to deploy validated updates.
7. Customer will ensure third parties complete interface work by the interface testing date. Philips may terminate interface obligations and refund pre-paid amounts for interfaces, excluding amounts for work performed prior to termination, if Customer delays result in not meeting the interface testing date. Terminated interfaces will be re-evaluated under a separate new sales contract.
8. Philips is not responsible for business continuity or disaster recovery plans or data backup. Customer is responsible for daily backups and otherwise determining appropriate frequency. Backups should occur daily at a minimum. Hard drives on Products are not to be used as a data repository and all images and reports on Product shall be sent to different storage device such as Picture Archive and Communication System (PACS) or Health Suite Imaging (HSI) system, at minimum on a daily basis.
9. Professional services for Licensed Software implementation will adhere to a statement of work and be subject to these terms. A statement of work signed by the Customer is required by Philips at the time of Customer order placement of Philips Enterprise Informatics Licensed Software Products.
Confidentiality
1. The Parties will keep confidential any information of the other party and use it only to carry out their rights and obligations under these Conditions of Sale and the Quotation. This obligation does not extend to public domain information or information disclosed by law or court order.
Compliance with Laws
1. Each party will comply with all applicable laws, rules, and regulations.
2. Philips may process personal data in relation to services. Philips will process protected health information (PHI) as defined by HIPAA on behalf and by instruction of Customer under a Business Associate Agreement. Philips may process log files or device parameters containing personal data, including PHI, to provide services and comply with regulations and standards.
3. Customer consents to Philips’ use of non-personal data for business purposes, including data analytics, product and service improvement, marketing claims, and benchmarking. Philips will not use Customer's name without prior written consent.
Force Majeure
1. Neither party is liable for non-performance caused by circumstances beyond its control, including acts of God, war, civil war, insurrection, fire, flood, labor disputes, epidemics, pandemic, cyber-attack, terrorism, governmental regulations, embargoes, export control sanctions, or Philips’ unavailability regarding permits, licenses, authorizations, default, or force majeure of suppliers or subcontractors. If Philips is unable to perform due to a force majeure event that continues for 90 consecutive days, Customer may terminate the Quotation for any Product(s) not yet delivered.
Miscellaneous
1. Products may contain remanufactured parts equivalent to new in performance.
2. If Customer becomes insolvent, files for bankruptcy, has assets assigned or frozen, Philips may cancel unfulfilled obligations or suspend performance. Customer’s financial obligations remain in effect.
3. If any provision of these Conditions of Sale is deemed unlawful, unenforceable, or invalid, the remaining provisions remain in effect, and a new provision reflecting the original intent will be substituted.
4. Notices or communications will be given in writing and deemed effective if delivered in person or sent by courier or mail.
5. Failure to require compliance with any obligation does not affect the right to enforce it later.
6. Customer may not assign rights or obligations without Philips’ prior written consent, except for a sale of substantially all of Customer’s assets or internal reorganization, and provided that in each case Customer is not in breach of any payment obligations and the assignee assumes all liabilities and obligations in writing.
7. Customer’s obligations do not depend on other agreements with Philips. Customer will not exercise any offset right in relation to other agreements.
8. All transactions are governed by the laws of the state where the Product will be installed, excluding the Uniform Computer Information Transactions Act (UCITA). EACH PARTY WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING WITH RESPECT TO THIS QUOTATION.
9. Customer will report immediately to Philips any event suggesting a Product may have caused or contributed to a death or serious injury or malfunctioned in a way that could likely cause or contribute to such events. Customer will report complaints regarding the identity, quality, performance, reliability, safety, effectiveness, labels, or instructions for use of the Products. Philips is responsible for submitting filings or reports to governmental authorities unless otherwise required by law.
10. Philips and Customer will comply with the Omnibus Reconciliation Act of 1980 (P.L. 96-499) and its implementing regulations (42 CFR, Part 420). Philips agrees that until the expiration of 4 years after furnishing Products pursuant to these Conditions of Sale, Philips will make 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 representatives, these Conditions of Sale and the books, documents, and records of Philips that are necessary to verify the nature and extent of the costs charged to Customer hereunder. Philips further agrees that if Philips carries out any of the duties of these Conditions of Sale through a subcontract with a value or cost of ten-thousand U.S. dollars ($10,000.00) or more over a 12 month period, with a related organization, such subcontract will contain a clause to the effect that until the expiration of 4 years after the furnishing of such Products pursuant to such subcontract, the related organization will make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives the subcontract and the books, documents, and records of such organization that are necessary to verify the nature and extent of such costs. This section relating to the retention and production of documents is included because of possible application of Section 1861(v) (1) (1) of the Social Security Act (42 U.S.C. 1395x (v) (1) (I) (1989)), as amended from to time to these Conditions of Sale. If Section 1861(v) (1) (1) should be found to be inapplicable, then this section will be deemed inoperative and without force and effect.
11. Philips, as the date of signature of the Quotation, represents and warrants that Philips, and its employees and subcontractors, are not debarred, excluded, suspended, or ineligible to participate in federal or state health care programs (an “Excluded Provider”). Philips will notify Customer if it becomes aware of any Excluded Provider status. Upon receipt of such notice, Customer will provide Philips with reasonable opportunity to discuss and attempt to resolve any concerns related to Excluded Provider status of Philips or its employee or subcontractor. In the event Philips is unable to resolve the Excluded Provider status of Philips or its employee or subcontractor, Customer may terminate orders for Product not yet shipped or services not rendered prior to the date Philips or its employees or subcontractors became Excluded Providers.
12. Customer acknowledges that certain policies, schedules, Product-specific terms, and other documents referenced in these Conditions of Sale are provided via embedded hyperlinks (collectively, “Hyperlinked Terms”). Customer represents that it has the ability to access, download, and store the Hyperlinked Terms and agrees that all Hyperlinked Terms are incorporated into, and form part of, these Conditions of Sale as if set out in full. If a hyperlink changes or is unavailable, the then-current version of the relevant Hyperlinked Term identified by title and version/date will control, and Philips will provide a copy upon request.
13. These Conditions of Sale, the terms in the Quotation, and any applicable Product-specific warranty constitute the entire agreement and supersede all previous understandings or agreements regarding the transactions contemplated by the Quotation. No additional terms, conditions, consents, waivers, alterations, or modifications are binding unless in writing and signed by the parties.
14. The Product-specific schedules included with these Conditions of Sale apply solely to the specified Products and govern in the event terms expressly set forth in the schedule conflict with terms expressly set forth in these Conditions of Sale.

Schedule 1

Imaging Systems Portfolio (IS) (Rev 26.1)

Product Category	Products
Image Guided Therapy (IGT)	Interventional X-Ray (iXR)
	Mobile C-Arms (Surg)
	Philips Image Guided Therapy Corporation (IGTD) fka Volcano (capital only)
Diagnostic Imaging	Digital X-Ray (DXR)
	Computed Tomography (CT)
	Magnetic Resonance (MR)
	OEM Imaging Components (Coils)
	Positron Emission Tomography (PET/CT)
	Advanced Molecular Imaging (SPECT & SPECT/CT)
	Radiation Oncology (PROS)

Payment Terms
1. Unless otherwise specified in the Quotation, Philips will invoice Customer (a) 80% of the purchase price upon delivery of the major components of the Product and (b) 20% of the purchase price when the Product has been installed and substantially meets Philips’ systems verification functionality set forth in the installation manual. Customer shall pay Philips net 30 days from invoice date.
Additional Magnetic Resonance (MR) Terms and Conditions
1. Customer Installation Obligations
  1. Prior to delivery, Customer shall: (i) comply with Philips’ specifications and all radio frequency (RF), magnetic shielding, acoustical suppression, and building codes relevant to the Product and (ii) provide detailed information on the proposed helium exhaust pipe, including detailed architectural drawings, a completed Helium Exhaust Pipe Verification Checklist (provided by Philips), and picture(s) showing the helium exhaust pipe discharge.
  2. Costs of equipment preservation will be passed to Customer if the installation site is not ready due to delays not caused by Philips. Additionally, climate control costs during and after equipment installation are also the responsibility of Customer.

Schedule 1-A

MR Subscription (Rev 26.1)

Product Category	Products
Magnetic Resonance (MR)	MRI Software License Packages

The following Schedule 1-A shall apply to Magnetic Resonance Software License Packages offered under the MR Subscription.

License Grant
1. Philips grants to Customer a time-limited, nonexclusive, nontransferable right to use subscription services identified below (“Subscription”) solely for Customer’s own internal business purposes on the Philips MRI scanner set forth in the Quotation (“Covered System”). The site number of the Covered Systems is set forth in the service agreement for an installed Covered System.
  1. Covered Service Description. Included on the Quotation under NNAN399, describes the Subscription and the applicable fees.
  2. Software Version. Introduces major release with significant new features and functionality.
  3. Software Update. Provides minor enhancements or improvements to performance, maintainability and serviceability.
  4. Software Fix. Corrects Product Defect.
Subscription Term
1. The Subscription term is defined in the Quotation under NNAN399 (“Term”) and shall continue unless earlier terminated in accordance with the Quotation. The Subscription will commence on: (a) completion of installation and availability for first patient use for new MRI system installations or (b) the first day of the next calendar month.
Subscription Service
1. The Subscription includes access to all Philips MR software applications for the Covered System that (a) are generally commercially available as of the Quotation execution date and (b) do not require additional hardware. Hardware updates or upgrades are not included unless specifically included hereunder. Annually during the Term, Philips will update the Covered System with any new applications made commercially available by Philips. While Customer subscribes to On Demand Clinical Support (ODCS), Philips will provide Customer with 28 hours of virtual clinical application training within a reasonable time after Philips installs updates and annually thereafter. Philips will provide written marketing materials annually for any new applications.
Fees and Payment
1. Refunds and Cancellation. Fees are: (i) nonrefundable, (ii) not decreased during the Subscription Term based on actual User or data storage usage, and (iii) not cancelable for the Subscription Term.
2. Subscription Fee. The annual Subscription fee is due at the beginning of the Term and payable in advance according to the payment frequency selected below:
[ ] Quarterly Basis

[ ] Monthly Basis

[ ] Yearly Basis

[ ] One-Time Advance Payment

Fees for renewals or Subscriptions added during the Term will be at Philips’ current standard price, due at the beginning of the Subscription Term, charged for the full calendar month in which Subscriptions are added, and coterminous with the Term.
Subscription Service Requirements
1. Customer must purchase Technology Maximizer (Plus) and a RightFit Service Agreement prior to commencement of the MR Subscription Term. Customer must purchase On Demand Clinical Support to receive virtual clinical education.
Termination
1. Philips may suspend or terminate Subscription Service with 30 days’ written notice if Customer breaches its obligations including timely payment or without notice if Philips has a good faith belief that:
  1. Customer is using Subscription Service for illegal purposes;
  2. the integrity or security of Subscription Service is threatened;
  3. it is necessary to prevent fraud or harm to Philips or Customer;
  4. Customer has or will breach its confidentiality obligations, infringe Philips’ Intellectual Property rights, or assign or transfer its rights or obligations without consent; or
  5. it is required by law.
2. Upon termination: (i) Customer’s right to use Subscription ends; (ii) Customer will immediately pay Philips all fees due including fees for the balance of the Term if Subscription is terminated prior to the end of the current Term; and (iii) licenses will revert to the version prior to the Subscription for previously installed Covered Systems.
Post Go-Live Support
1. Subscription service includes telephone and remote support according to the terms of this schedule.
2. Philips’ standard support generally includes:
  1. commercially reasonable efforts to resolve problems which cause application functionality not to perform substantially as described in the Documentation;
  2. remote assistance and troubleshooting advice for trained Customer personnel to determine cause and address technical problems with Subscription service;
  3. information and status updates for known application functionality technical issues; and
  4. periodic “as available” updates or upgrades to Subscription service. Support may address but not resolve minor or partial loss of functionality, intermittent problems or minor degradation of operations.
3. Philips will use commercially reasonable efforts to respond to support requests as soon as possible and may not respond in the same day a request is received. Subscription service and support may be unavailable due to scheduled downtime, maintenance, or circumstances beyond Philips’ reasonable control. Philips may schedule downtime at any time without notice if Philips reasonably determines that not acting immediately could be harmful to Philips or Customer.
4. Philips is not responsible or liable for support or Subscription service interruption or problems due to:
  1. Customer systems, information, content, software, scripts, data, files, application programming, web servers or service, materials, equipment, acts or omissions of Customer or its agents;
  2. virus or hacker attacks;
  3. circumstances beyond Philips ’s reasonable control;
  4. intentional shutdown for emergency intervention or security incidents;
  5. Customer configuration changes;
  6. Customer’s failure to comply with Philips' security and upgrade policies;
  7. Internet or other connectivity between Customer’s network and Subscription service or Philips’ network, or any other network unavailability outside of the Philips network;
  8. training questions or Customer’s use of Subscription service; or
  9. acts or omissions of a party other than Philips.
Software Versions and Updates
1. If a new software version or update is made generally available by Philips for the Covered System, and the requirements of the Quotation are satisfied, then Philips will update the Covered System application software during the term of the Quotation as follows:
  1. Philips will provide new software versions and updates of software for existing applications made generally commercially available within a reasonable period after their release.
  2. Functionality. Customer is entitled to additional functionality previously purchased or bundled with the software, if available, in the version or update released on or after the start date of the Terms. Customer acknowledges that certain functionality in current and previous software versions may not be available in future new software versions.
2. To receive a new software version:
  1. Customer must be in compliance with all terms and conditions of this schedule and the Quotation, including access to the Covered System by Philips personnel and payment;
  2. Customer must identify one Customer representative, in writing to Philips, that will manage and be responsible for Customer’s selection and scheduling of new software version installations under this Schedule; and
  3. The Covered System that will receive the version or update must meet the specifications of the new software version. Customer shall purchase or provide the Covered System hardware or software necessary to meet such specifications.
3. Unless specifically included elsewhere in the Quotation, software versions and updates do not include implementation services, virus protection software, security patches, custom interface software, operating system software, or software updates of third-party software (e.g., Citrix) or hardware required to use the update or upgrade, unless otherwise covered under a Technology Maximizer service offering purchased for the Covered System. Philips shall have no responsibility to provide software versions or updates for minor software defects that do not impact the intended use of the software or impact patient care.
4. Customer may not resell, transfer, or assign the right to such versions, updates, or fixes to any third party. All versions and updates provided to the Covered System under this schedule are subject to the terms and conditions of this schedule, the Quotation, and any license terms and conditions included in the purchase of the Product from Philips or later provided to Customer.
Telephone and Remote Support
1. Telephone Support. Telephone and remote support coverage is included with Subscription services. Technical and clinical telephone and remote support coverage services are available twenty-four hours per day, seven days per week including Philips recognized holidays.
2. Remote Access & Diagnostics. Philips may remotely access the Covered System to perform support services. Customer shall provide Philips remote access to the Covered System. Philips shall not be responsible for delays arising from Customer’s network or IT infrastructure that does not allow for remote dial into the Covered System.
3. On-Site Software Resolution Response. Philips primary method for software services is telephone and Philips Remote Services (PRS). Philips, at its sole discretion, may provide on-site software support services to resolve software issues that cannot be resolved through Philips’ primary resolution method. On-site service is next business day, Monday through Friday 8:00 a.m. to 5:00 p.m. local time, excluding Philips-recognized holidays, and includes labor and travel necessary for the delivery of corrective services.
4. InCenter Access. Philips will provide Customer access to Philips web-based support tool for the system(s) covered under the Quotation.
Customer Success Management Services
1. During the term of the Quotation, Philips will assign a resource familiar with Customer account, key stakeholders, and contract coverage to provide the following:
  1. Annual remote coverage and status meeting to review available entitlements, planning, and service issues.
  2. Prior to delivering any new software version, Philips will coordinate with a Customer-assigned resource to identify and mitigate dependencies relative to the software upgrade and other service agreement entitlements.
  3. The parties will develop a dependency mitigation plan to address resource needs, hardware needs, operating system requirements, interoperability and other dependencies for the deployment of new software upgrade.
Clinical Implementation Services
1. If included in the Quotation, Philips will provide on-site implementation services for new versions or updates that Customer is entitled to receive under this Quotation, at a time mutually agreed by Philips and Customer. Scope, duration, and delivery methodology of the clinical support of installation and clinical education will vary by new version, update, or fix and will be defined by Philips at Philips’ sole discretion.
2. Go-Live Support. Philips will provide clinical go-live support during the implementation for new version, upgrades, and updates. Go-live support will be scheduled between 7:00 AM – 7:00 PM Monday through Friday, relative to the new software version and will be virtual or on-site at Philips’ discretion. Customer may request additional go-live support, or go-live support outside of standard hours, at an additional cost.
3. Clinical Education. Clinical services will be scheduled between 7:00 AM – 7:00 PM Monday through Friday, relative to the new software version. Customer may request additional clinical education or clinical education outside of standard hours, at an additional cost. Clinical Education class size is limited to 10 participants. If applicable, Customer will provide a suitable location for on-site classroom education, and Customer will provide full and free access and use of the Covered System for training.
4. Scheduling. Customer must schedule all clinical implementation services, except online education, at least eight weeks prior to the desired date for Philips to deliver the applicable service.
5. Travel Expenses. Unless otherwise stated in the Quotation, Philips’ travel expenses for all clinical implementation services delivered at Customer site are included in the price described in the Quotation.
6. Philips will provide the clinical education and product applications training (“Training”) that customer has selected.
7. Training and credits will expire upon termination or expiration of the Quotation.
8. Training does not include (a) maintenance or diagnostic related technical training or (b) clinical applications training on hardware or software not installed or provided by Philips.
9. Trainee(s) must meet the admission requirements set forth in the course syllabus, must satisfy all prerequisites prior to admission, and may be required to sign or acknowledge Philips safety checklist prior to receiving Training.
10. Training may be conducted at Philips’ training facilities, Customer location(s) described in the Quotation, through on-line or remote training, or at a third-party location determined by Philips.
11. Direct Course Purchase. Customer may purchase individual courses at then current prices.
12. PHILIPS MAKES NO WARRANTY THAT ANY TRAINEE WILL PASS ALL OR ANY PORTION OF THE TRAINING COURSES OR THAT THE TRAINING WILL RESULT IN ANY TRAINEE BEING QUALIFIED OR ABLE TO OPERATE THE SYSTEM.
Customer Responsibilities
1. System Administrator. Customer shall designate an individual(s) to serve as Customer system administrator (“System Administrator”) and an alternate, who will serve as Philips’ primary support contacts. These individuals should be familiar with all aspects of training provided by Philips, including end-user and system administrator training. In addition, the System Administrator shall maintain the integrity of the Covered System operation and ensure that proper backup procedures are in place as outlined in the System Installation and Reference Guides.
2. Remote Access. Customer must provide necessary uninterrupted remote access, required information, and support for the Covered System to connect to Philips Remote Service (PRS). PRS is the basis for Services delivered under this schedule. Customer waives all rights to services and service deliverables under the Quotation unless PRS connectivity is enabled and maintained.
3. Security. Customer is solely responsible for providing adequate security to prevent unauthorized Covered System access to Philips (or its third-party vendors) proprietary and confidential information.
4. Revision Levels. Customer must maintain all associated Covered System hardware, firmware, and middleware at the required revision levels for the software version. To receive software versions and updates, Customer must maintain all associated hardware to the then-current specification for the software versions and updates.
5. Data Reconstruction. Customer shall follow the recommended daily back-up processes as outlined in the Covered System Installation or Reference Guide. Additionally, Customer is responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered patient records, files, programs, or data. Philips is not responsible for the reconstruction, restoration, retrieval, or recovery of any lost or altered files, data, or programs.
6. Intermediate Resolutions. Customer shall implement any intermediate resolutions or workarounds as requested by Philips while Philips seeks a long-term resolution.
7. Customer shall be solely responsible for performing daily data back-ups for the Covered System and for cybersecurity protection, including malware and anti-virus for the Covered System, which is not included in the MR Subscription service. Customer shall install and configure anti-virus software pursuant to the Installation manual for the Covered System or risk defects in the Covered Systems function such as performance degradation and slow down. If the defects arise from failure to follow such installation manual, such defects are not covered by the Quotation and Philips may require Customer to reconfigure the anti-virus to the recommended settings.
Service Limitations
1. Software Restoration. If the software fails and the supported application software requires restoration, then Philips will reinstall the application software, database software, and operating system to the revision level that existed prior to the malfunction or failure and Philips will attempt to reinstall Customer-created data backup. If Customer-created data backup cannot be used to re-install any data to the Covered System, Customer will hold sole responsibility for the loss of data. Custom or third-party software, custom database configurations or reports, and Customer-written product interfaces are not included. If a Covered System failure is attributed to hardware not supported under the Quotation, Customer shall restore the software, operating system, and database software before Philips begins any software restoration efforts.
2. Non-Philips Software Assistance. Requests for assistance with hardware, operating systems, communications network, third-party software, printer configuration, etc., are outside the scope of the Quotation.
Exclusions
1. In addition to any exclusions set forth in Schedule 1, the following exclusions apply to MR Subscription:
2. Any combining of the Covered System with a non-qualified device. A non-qualified device is:
  1. Any product (hardware, firmware, software, or cabling) not supplied by Philips, whether used internal or external to Covered System without Philips’ approval. Examples include software patches, security fixes, and service packs from the operating system, web browser, or database software manufacturer(s);
  2. Any product supplied by Philips that has been modified by Customer or any third party;
  3. Any product maintained under the Quotation in which Customer does not allow Philips to incorporate engineering improvements; and
  4. Any product that has reached its end of life.
3. Operating system software issues that manifest themselves in non-performance of another installed application and affect use or performance of the Covered System.
4. If the Covered System covered by this Schedule is software only, then notwithstanding anything to the contrary in the Quotation or this Schedule, network, hardware, and parts are not included in the Services.
5. Viruses arising from Customer’s network, customer client devices such as phones, tablets, laptops and desktops, and/or third-party medical devices used by Customer.
6. Damage caused by fires (including watering systems), floods, and/or use of the Covered System in an environment not meeting the requirements recommended by Philips causing corrosion to the Covered System or other defects to the MR subscription software.

Schedule 1-B

Additional Terms and Conditions for Azurion Release 3 – Technology Maximizer Essential Program (Rev 26.1)

Services
1. Philips Technology Maximizer (alternately referred to as Tech Max) Essential program is included in Customer’s purchase of an Azurion Release 3 Product for five years from Product installation date (“Term”). Philips will make available upgrade(s) for the equipment as specified on the Quotation (“Equipment”) as outlined below and according to the Quotation to maintain the Equipment at latest configuration including:
  1. Major release upgrades to the core system Licensed Software, which is designed to run the system's hardware and essential application programs (“Core System Software”);
  2. Third-party operating system (OS) updates;
  3. Any available safety and security updates, which are included in a major release;
  4. Limited clinical training for new or enhanced functionality if operational workflows are modified as part of an upgrade; and
  5. A one-time computer hardware replacement.
Terms and Conditions of Technology Maximizer
1. Philips will provide Technology Maximizer Essential for the Equipment, identified by its serial number following installation, during the Term.
2. Technology Maximizer does not include basic Equipment preventive maintenance.
3. Licensing. All Philips Licensed Software upgrades are subject to the Licensed Software terms and conditions agreed to at purchase of the Equipment or Licensed Software sale (as applicable), including but not limited to usage and license limitations.
4. Software Warranty. All Philips Licensed Software upgrades issued under the Quotation are subject to the warranty terms and conditions agreed to at purchase of the Equipment or Licensed Software sale (as applicable) for a warranty period of 90 days.
5. Upgrade preconditions. All upgrades and new software features and/or applications may be delivered, if and when:
  1. made commercially available by Philips during the Term;
  2. supported by the Equipment hardware and configuration; and
  3. intended for use in the “clinical domain” identified in the Quotation or otherwise as explicitly specified in the Quotation.
6. Upgrade Delivery Process. Philips will notify Customer of a qualifying upgrade. Customer must provide written notice (email is sufficient) during the Term of intent to receive the upgrade. If Customer does not provide written notice of intent to receive the upgrade, then Philips is under no obligation to provide such upgrade. To be eligible to receive the upgrade, Customer must accept an upgrade made available within the Term and have the upgrade scheduled for installation during the Term or within one year following expiration of the Term.
7. Upgrade Limitations. Upgrades provided under Technology Maximizer may not be sold, transferred, or assigned to any other product or third party
8. Parts removed for an upgrade become Philips’ property.
9. Availability limitation. If Customer refuses the installation of an upgrade or no upgrade is provided by Philips (for any reason, e.g., not made available commercially) during the Term, no credit or refund is provided. Philips makes no representations in number of upgrades or enhancements made available during the Term. The release of all third-party software publishers’ upgrades is at the sole discretion of the software publisher, only to the extent made available to Philips, and subject to prior validation by Philips for use with the Equipment. Philips validation of third-party software includes without limitation screening for safety issues, processing delays, or image distortion. Any upgrades/updates or enhancements to the Philips application software is subject to regulatory clearance and commercial availability, solely at Philips’ discretion.

Schedule 1-D

CT Collaboration Live and/or Reacts (Rev 26.1)

Product Category	Products
Computed Tomography	Collaboration Live and/or Reacts

The following additional terms and conditions apply to CT Collaboration Live and/or Reacts Service (“Software Services”):

Definitions
1. “Account” means a Reacts User Account. A Reacts User Account includes the Account Information.
2. “Account Information” means the personal information related to a specific User, the User Content, the Account settings, as well as the Usage Information residing on the Reacts Platform.
3. “Administrator” means a Philips support agent (“Philips Administrator”) or a Customer Account holder (“Customer Administrator”) that has been granted certain administrative permission(s), such as but not limited to the management of Accounts and Subscriptions.
4. “Philips System(s)” means the Philips Product(s) leveraging the Software Services.
5. “Philips Service(s)” means the Philips Service(s) leveraging the Software Services, including, but not limited to the Remote Support or Education Services.
6. “Subscription” means an access purchased by the Customer to the Software Services.
7. “Subscription Term” means the agreed period during which Customer will get access to the Software Services.
8. “Usage Information” means the information associated with the Software Services.
9. “User” means an individual accessing any of the Software Services.
10. “User Content” means any data provided by the User or shared with the User contained in the User’s Reacts Library or secure messaging including text, photos, videos, graphics, items, or other materials, all of which will be subject, as applicable, to the Philips Privacy Notice.
Customer Responsibilities
1. Customer is responsible for its and its User’s acts and omissions, including compliance with the End-User License Agreement (EULA) currently available at https://reacts.com/legal/terms, use of the Software Services, and security to prevent unauthorized access to Accounts, User Content, and confidential information, including protecting any client devices with anti-virus and appropriate cybersecurity software.
2. Customer will obtain and retain all necessary consents, including from patients, before using or granting access to the Software Services for medical purposes and processing personal information related to the Software Services.
3. Customer will ensure that: (a) the Users’ use of the Software Services complies with applicable laws and requirements related personal health information, including medical data and (b) the Software Services are not used by patients.
4. Customer will obtain the consent of its Users to grant Philips access to the Usage Information.
5. Customer will follow the CT Collaboration Live Pre-Implementation IT Checklist provided by Philips.
Payment
1. Unless otherwise stated on a Quotation, Customer shall pay the fee for the Subscription on a monthly, quarterly, or yearly basis in accordance with Philips then-current standard billing practices. All fees shall be non-cancellable and non-refundable, unless specified differently.
Access to the Software Services
1. The Software Services are administered by Philips or its affiliate(s) in Canada and personal data may be processed by Philips and/or its affiliate(s) in Canada. Customer is responsible for its own and its Users’ compliance with any local laws, including those laws that permit the processing of personal data in Canada.
2. Customer acknowledges that Philips does not need any medical data to operate any of its Software Services.
3. Customer will designate individual(s) to serve as Customer Administrator(s) and alternate(s), who will serve as Philips’ primary support contacts. The Customer Administrator(s) shall manage all Accounts. Philips Administrator(s) can act on behalf of the Customer to administrate the Software Services.
4. Software Services may be interrupted either due to (i) contract termination or suspension; (ii) Customer’s contract breach, including nonpayment; (iii) maintenance or upgrades; or (iv) telecommunication failures or other reasons beyond Philips’ control. Philips does not warrant the Software Services to be uninterrupted or error-free and will have no liability for any disruptions or downtime. All Users must be sufficiently qualified to use the Philips System(s) independent of the Software Services. A patient care provider performing a medical procedure must be sufficiently qualified independent of the Software Services to perform such procedure. Philips hereby disclaims responsibility for the use of the Software Services in medical settings.
5. Philips holds the right to do remote updates to Software Services. Philips may modify the Software Services, or any portion thereof. Philips shall not be liable to Customer or any other party if Philips modifies the Software Services.
6. Abusive use of the Software Services may result in the temporary or permanent suspension of Customer and/or any User’s access to the Software Services and/or termination of applicable Subscriptions. Philips, in its reasonable discretion, will determine what constitutes abusive or excessive usage of its Software Services.
7. The access to the Software Services starts when the Subscriptions are made available from Philips to the Customer.
8. The ability to access the Software Services may require payment of third-party fees, such as telephone toll charges, mobile carrier fees, ISP, data plan, etc. Philips and its affiliates have no connection to or responsibility for such fees. Software Services are available for Philips Systems with software version or release level specified in Quotation.
Retention of the Account Information and User Content
1. Philips will retain and grant access to Account Information and User Content only to fulfil its obligations under the Quotation or as required or permitted by applicable laws. Once deleted, Account Information and User Content cannot be restored.
Single Sign-On (SSO)
1. To the extent expressly set forth in a project implementation plan between Customer and Philips outlining an agreement to activate Single Sign-On (SSO) capabilities, the following shall apply:
  1. Customer is responsible for the authentication of its Users;
  2. Customer is responsible for the authentication process of its Users which shall be compliant with security and privacy protocols including, without limitation, validating the identification of its Users and their requested accesses. If there are issues with Customer’s authentication services, Philips will not support the API Integration;
  3. Philips can remove, temporarily or permanently, SSO capabilities if there is any security or other incident that could affect the Software Services. Customer shall have appropriate security and privacy technical and organizational measures in place aligned with industry best practices, including but not limited to measures to ensure that Customer will not attempt to defeat, circumvent, or modify security features; and
  4. Users who activate available two-factor-authentication functionality for their Accounts will only benefit from this functionality if they do not elect SSO capabilities.
Subscription Term and Termination
1. When the Software Services are used with CT Products (“CT Software Services”), the following terms apply:
  1. Subscription Term starts, and acceptance is deemed, when Customer places an order and Philips accepts the order.
  2. Upon termination of a Subscription (i) Customer’s right to use the Subscription ends; (ii) Customer will cease using the CT Software Services; (iii) Customer will provide access for Philips to render the software inoperable; and (iv) for Customer breach, Customer will immediately pay Philips all fees due including fees for the balance of the Subscription Term if terminated prior to the end of the current Subscription Term, and any cost incurred by Philips following termination.
Lifecycle Learning
1. When the Software Services with CT Products are being used by the Customer for remote training and education-related activities, then the following will apply:
  1. Lifecycle Learning Coverage. Philips will provide the clinical education and product applications trainings throughout lifecycle of the CT Products (“Lifecycle Learning”) as specified in the Quotation.
  2. Exclusions. Lifecycle Learning does not include (a) maintenance or diagnostic related technical training or (b) clinical applications training on hardware or software not installed or provided by Philips.
  3. Scheduling. Lifecycle Learning must be scheduled at least six weeks in advance. Changes to scheduled Lifecycle Learning must be received in writing by Philips at least two weeks prior to scheduled delivery.
  4. Attendance. Philips will train the number of Customer employees (“Trainee(s)”) for the course specified in the Quotation, when space is available. Trainee(s) must meet the minimum admission requirements set forth in the course syllabus, must satisfy all prerequisites prior to admission, and may be required to sign or acknowledge Philips safety checklist prior to receiving Lifecycle Learning.
  5. Delivery. Lifecycle Learning will be conducted remotely via CT Collaboration Live Software Services.
  6. Expiration. The Lifecycle Learning entitlements specified in the Quotation shall be consumed within a 12-month period (“Contract Year”). Upon expiry of any Contract Year, the unconsumed entitlements during that Contract Year shall cease to exist and cannot be carried over to the next Contract Year.
  7. WARRANTY DISCLAIMER. PHILIPS MAKES NO WARRANTY THAT ANY TRAINEE WILL PASS ALL OR ANY PORTION OF THE TRAINING COURSES PROVIDED OR THAT THE TRAINING WILL RESULT IN ANY TRAINEE BEING QUALIFIED.

Schedule 1-E

Philips OneSpace Insights (Rev 26.1)

Product Category	Products
OneSpace Insights	The Level 0 Basic/ Premium and Level 1 Premium Enterprise Optimization Services

License Service Performance and Inventory Dashboard and Reporting (Level 0)
1. Philips aims to provide Customer with service performance, operation and inventory data for Products covered hereunder (“Dashboard and Reporting”). The Dashboard and Reporting shows the overall performance information for Products covered under warranty or service contract where data (e.g., logfiles) is generated that can be sent to other sources (e.g., ServiceMax) through Philips Remote Services (PRS).
2. The Dashboard and Reporting is made available to Customer via an access license for the term defined in the Quotation. Customer receives five user licenses per site for accessing the Dashboard and Reporting as part of the standard access subscription. Additional user licenses may be separately purchased. Philips may suspend any unpaid additional licenses immediately without notice. Philips may, in its sole discretion, make changes or cancel any access to the Dashboard and Reporting or features associated with it based on the terms and conditions of the Quotation. In order to be eligible to use OneSpace Insights, Customer must have post-warranty maintenance and support coverage or in-warranty service coverage for the devices with which they are being used.
License Philips OneSpace Insights (Level 1/ Premium)
1. If included in the Quotation, Philips will provide Customer with Philips OneSpace Insights, in addition to the Dashboard and Reporting. Philips OneSpace Insights license is licensed on a per-Site basis and contains operation data (being utilization, cybersecurity status, dose management and assessment) for equipment covered under an in-warranty or service contract. For the purpose of this Exhibit, “Site” means each physical location of Customer where equipment is located. In order to be eligible to use OneSpace Insights, Customer must have post-warranty maintenance and support coverage or in-warranty service coverage for the devices with which they are being used.
Acceptance
1. Acceptance for Dashboard and Reporting occurs upon receipt of an e-mail notification from Philips that the Dashboards have been enabled to the specific users. Receipt of such e-mail will deem the Dashboard to have been accepted.

Schedule 2

Ultrasound Systems Portfolio (UL) (Rev 26.1)

Product Category	Products
Ultrasound Systems (UL)	Cardiovascular Ultrasound (CV UL)
	General Imaging Ultrasound Systems (GI UL)
	Women’s Health Care (WHC UL)
	Point of Care (POC UL)

Payment Terms

Unless otherwise specified in the Quotation, Philips will invoice Customer and Customer will pay such invoice on receipt for each Product as follows:
1. 100% of the purchase price shall be due thirty (30) days from Philips’ invoice date.
Support Services, if any, shall be invoiced and paid as set forth on the Quotation.

Schedule 2-A

Collaboration Live or Reacts (Rev 26.1)

Product Category	Products
Ultrasound	Collaboration Live and/or Reacts

The following schedule will apply if Customer’s purchase includes a license to Collaboration Live and/or the Reacts Platform (“Software Services”).

Definitions
1. “Account” means a Reacts User Account. A Reacts User Account includes the Account Information.
2. “Account Information” means the personal information related to a specific User, the User Content, the Account settings, as well as the Usage Information residing on the Reacts Platform.
3. “Administrator” means a Philips support agent (“Philips Administrator”) or a Customer Account holder (“Customer Administrator”) that has been granted certain administrative permission(s), such as but not limited to the management of Accounts and Subscriptions.
4. “Subscription” means an access purchased by Customer to the Software Services.
5. “Usage Information” means the information associated with the Software Services.
6. “User” means an individual accessing any of the Software Services.
7. “User Content” means any data provided by the User or shared with the User contained in the User’s Reacts Library or secure messaging including text, photos, videos, graphics, items, or other materials, all of which will be subject, as applicable, to the Philips Privacy Notice.
Customer Responsibilities
1. Customer is responsible for its own and each of its User’s acts and omissions, including compliance with the End-User License Agreement (EULA) currently available online at https://reacts.com/legal/terms; use of the Software Services; and ensuring adequate security to prevent unauthorized access to Accounts, User Content, and any confidential information, including protecting any client devices such as tablets and laptops with anti-virus and appropriate cyber security.
2. Customer will obtain and retain all necessary consents, including from patients, before using or granting access to the Software Services for medical purposes and processing personal information for the purposes of providing the Software Services.
3. Customer will ensure that the Users use the Software Services in accordance with all applicable laws and comply with all requirements related to the use of personal health information, including medical data. Customer will ensure that the Software Services are not used by patients.
4. Customer will obtain the consent of its Users to grant Philips access to the Usage Information.
5. Customer will obtain and maintain all required authorizations and permit(s), and/or register with their local agencies, as necessary, to use the Software Services.
6. Customer will follow the Collaboration Live Pre-Implementation IT Checklist, which Philips will provide to Customer.
Access to the Software Services
1. Customer acknowledges that before using the Software Services, each of its User must agree to the EULA. Philips makes such terms available to be agreed upon by each User though a click-wrap process enabled at the time such User creates their account information.
2. Customer acknowledges that the Software Services are administered by Philips or its affiliate(s) in Canada and that Personal Data may be processed by Philips and/or its affiliate(s) in Canada. Customer is responsible for its own and its Users’ compliance with any local laws, including those laws that permit the processing of Personal Data in Canada.
3. Customer acknowledges that Philips does not need any medical data to operate any of its Software Services.
4. Customer will designate individual(s) to serve as Customer Administrator(s) and alternate(s), who will serve as Philips’ primary support contacts. Customer Administrator(s) shall manage all Accounts. Philips Administrator(s) can act on behalf of Customer to administrate the Services.
5. Software Services may be interrupted for maintenance, upgrades, or as a result of telecommunication failures or other reasons that are beyond Philips’ control. Accordingly, Philips does not warrant the Software Services to be uninterrupted or error-free and will have no liability for any disruptions or downtime. Therefore, the primary on-site patient care provider performing the ultrasound procedure must be sufficiently qualified independent of the Software Services to perform an ordered patient procedure.
6. Philips may modify the Software Services or any portion thereof. Customer agrees that Philips shall not be liable to Customer or any other party if Philips modifies the Software Services.
7. Abusive or excessive usage of the Software Services may result in the temporary or permanent suspension of Customer and/or any User’s access to the Software Services and/or termination of applicable Subscriptions. Philips, in its reasonable discretion, will determine what constitutes abusive or excessive usage of its Software Services.
8. The access to the Software Services starts when the Subscriptions are created, not when they are assigned.
9. The ability to access the Software Services may require payment of third-party fees, such as telephone toll charges, mobile carrier fees, ISP, data plan, etc. Philips and its affiliates have no connection to or responsibility for such fees.
Retention of the Account Information and User Content
1. Philips will retain and grant Customer or other persons access to Account Information and User Content only to fulfil its obligations under the Quotation or as required or permitted by applicable laws. Once deleted by Philips, Customer, or the Users, Account Information and User Content cannot be restored.

Schedule 2-B

Lumify (Rev 26.1)

Lumify
1. The following additional terms apply to purchases of Lumify Ultrasound Solutions or Bundles:
  1. Compatible Smart Devices. A compatible smart device and other components as specified in the Product Documentation or Lumify website (“Compatible Smart Device”) is required. Philips does not provide maintenance or repair services, anti-virus software or support, or security software for Compatible Smart Devices. If Customer selected Lumify: Outright Purchase, Customer will purchase a Compatible Smart Device at its own expense and install the Lumify software app from the applicable app store (“Lumify App”). If Customer selected Lumify System Bundle, Philips will provide a Compatible Smart Device with the Lumify App pre-installed, and the following terms apply:
    1. Customer authorizes Philips to (i) perform basic setup, (ii) install the Lumify App, and (iii) accept on Customer’s behalf the applicable end user license agreement, which can be found at http://www.samsung.com/us/common/software_eula.html for Samsung devices or upon request for other devices.
    2. Customer agrees to the limited replacement-only warranty coverage for the Compatible Smart Device as identified in the warranty agreement. After the warranty period, Philips shall not be responsible for the performance or functionality of the Lumify App following Customer installation of OEM operating system patches, updates, or upgrades to the Compatible Smart Device.
  2. License. The Lumify App license is limited to use with the Lumify transducer on one or more Compatible Smart Devices and is available via the Google Play Store and the Apple App Store.
  3. Internet connectivity is required to download, register, configure, and update the Lumify App.
  4. Customer agrees to the collection and use of system log information related to the Lumify Ultrasound Solution. See the Privacy Notice for more details.

Schedule 2-C

Xtend Coverage (Rev 26.1)

Xtend Coverage
1. Services Provided. Xtend Coverage (“Coverage”) includes the following services for the systems listed in the Quotation (“Covered Systems”) during the term specified therein, which is non-cancellable:
  1. Repair Service. Commencing on the effective date and subject to the repair limitation below, Philips will provide for the repair of material defects caused by normal use of Covered Systems as recommended by Philips, including necessary replacement parts and labor, required for the Covered System to operate in substantial accordance Philips’ specifications. Replacement parts may be refurbished and will meet the same standards and include the same warranty as new parts as non-refurbished components. Parts removed for replacement become the property of Philips. Philips may increase its contract prices if a Covered System is upgraded or reconfigured.
  2. Planned Maintenance. Philips will provide for planned maintenance during the Service Coverage Hours (as defined in the Quotation) in accordance with Philips’ schedule for each Covered System. Systems shall be promptly made available, or Philips may, upon 90 days’ notice and opportunity to make available such Covered System, delete such Covered System from the list of Covered Systems in the Quotation.
  3. If Philips Technology Maximizer Essential service is purchased under the Quotation as part of Xtend coverage and the requirements of the Quotation are satisfied, then Philips will upgrade the Covered System as is outlined in Technology Maximizer Essential Service section.
2. Exclusions. Unless specifically included in the Quotation, the Coverage does not include: (i) servicing a Covered System contaminated with blood or potentially infectious substances; (ii) service necessary due to a design, specification, or instruction provided by Customer or Customer representative; (iii) damage caused by an external source, regardless of nature, unless caused by Philips or Philips’ subcontractor, or storage in an area not recommended in the applicable documentation; (iv) removal or relocation of a Covered System; (v) rigging or structural alteration; (vi) consumable items and supplies; (vii) factory reconditioning, rebuilds, or overhauls; (viii) disposing hazardous, infectious, or biomedical waste or materials; or (ix) service to a Covered System under a service agreement with another vendor.
3. Customer Responsibilities. During the term of the Coverage, Customer will: (i) clean, sanitize, and decontaminate the Covered System and its location or applicable part(s) prior to service; (ii) dispose of hazardous or biological waste; (iii) maintain operating environment within Philips’ specifications; (iv) use Covered Systems in accordance with the published manufacturer’s operating instructions; (v) if applicable, attend a start-up meeting at Customer’s facility; (vi) provide a secure dedicated space within Customer’s applicable facilities for Philips’ service staff; (vii) provide Philips with readily available broadband internet or Wi-Fi access to Covered Systems throughout the term of services; (viii) maintain all software licenses applicable to each Covered System; and (ix) for Philips’ use in remote servicing of Covered Systems, provide Philips a secure location, and access to such location, for hardware and Philips proprietary service manuals (which remains Philips’ property and will be provided during the term solely for Philips service technicians’ use) to connect Covered Systems to Philips Remote Service Network (RSN). If the Covered System cannot be connected to the RSN and Customer fails to provide Philips with reasonably requested access, then Customer waives its rights to Coverage on such Covered System and any uptime guarantee.
4. System Availability. If Customer schedules service and a Covered System is not available at the agreed-upon time, then Philips may cancel the service or charge Customer at the prevailing demand service rates for all time spent by Philips’ service personnel waiting for access to a Covered System.
5. Coverage. To the extent a repair issue cannot be remedied remotely, Philips will provide services on-site during the hours listed in the Quotation, excluding Philips-recognized holidays, unless otherwise set forth in the Quotation (“Service Coverage”). Service outside of the Service Coverage or not included in the Coverage will be provided subject to availability and at Philips’ then-current preferred rates for material and labor. Customer will be charged a minimum of three hours on-site time plus applicable travel charges and expenses per service visit.
6. Documentation. Upon Customer’s written request, Philips will provide repair and planned maintenance records for each Covered System.

Schedule 2-D

Technology Maximizer Service Package (Rev 26.1)

Technology Maximizer Service Package
1. If Philips Technology Maximizer (alternately referred to as Tech Max) is purchased for specific Product(s) listed on the Quotation, and as identified by serial number following installation (“Covered System(s)”), and the requirements of the Quotation are satisfied, then Philips will make available upgrade(s) for the Covered Systems during the Term as outlined below and according to the selected Technology Maximizer version (“Technology Maximizer”) listed on the Quotation. Technology Maximizer is available in the following versions, subject to availability, modality, and market variations:
  1. Technology Maximizer Essential
    1. Philips will maintain the Equipment operating system at Philips’ current standard as follows:
      1. Upgrade core system software release level;
      2. Operating system upgrades;
      3. Security update included with core system software release, approved and communicated by Philips; and
      4. Training for new or enhanced functionality as part of core system software upgrade would be included to the extent materially impacting operational workflow, at Philips sole discretion. If deemed applicable by Philips, clinical training will be available and implemented through training material guides, e-learnings, virtual or on-site as determined by Philips.
    2. Computer hardware replacement to support software upgrades is not included unless specifically included in the Quotation.
  2. Technology Maximizer Plus
    1. Philips will maintain the Equipment at Philips’ current standard as follows:
      1. Technology Maximizer Essential deliverables;
      2. Software upgrades to licensed software, if applicable. Excludes clinical applications not currently licensed to the Equipment; and
      3. Computer hardware replacement to support software upgrade, if needed. This is a one-time replacement unless specifically included otherwise in the Quotation. The Hardware will be delivered to the customer, if and when the software upgrade needs the enhanced hardware for it to function.
  3. The Services described in Sections 1.1.1 and 1.1.2 herein are collectively known as “Upgrade(s).”
2. All orders for Technology Maximizer are non-cancellable. Under any version of Technology Maximizer, Philips will upgrade the Equipment (software and hardware) as follows:
  1. Upgrades are limited to no more than one upgrade in a 24-month period, if any, when made commercially available.
  2. Philips makes no representations as to the quantity of operating system upgrades or enhancements that shall be made available to Customer by Philips during the term of this Agreement. The release of all third party operating system Upgrades is at the sole discretion of the software publisher and, to the extent made available to Philips, are subject to prior validation by Philips prior to Philips’ approval for use with the Equipment. Philips is not obligated to release operating system Upgrades to the extent Philips determines such a version would cause material issues with the Equipment, at Philips discretion. This includes without limitation: safety issues, processing delays, or image distortion. Any Upgrades to the core system software are subject to regulatory clearance and commercial availability, solely at Philips’ discretion, during the term of the Agreement.
  3. All Philips software upgrades are subject to the usage and license limitations set forth in Philips’ Conditions of Sale applicable to the Equipment as well as the terms provided by the software publisher with respect to any third-party software upgrades.
  4. Philips will notify Customer when an Upgrade is included in Customer’s Technology Maximizer entitlement. Customer must provide acknowledgement (email or verbal confirmation is sufficient) of intent to receive the Upgrade within the Term of the Technology Maximizer Agreement. If Customer does not provide confirmation of intent to receive the Upgrade within term of the Technology Maximizer Agreement, then Philips is under no obligation to provide such Upgrade. If the Technology Maximizer Agreement Term expires after Customer has provided confirmation to receive the Upgrade, but before it is delivered, then Customer is entitled to receive it within year of following such expiration and must schedule the installation within this one-year period.
  5. Software Warranty. All Licensed Software upgrades issued under the Quotation are subject to the warranty terms and conditions agreed to at purchase of the Product or Licensed Software sale (as applicable) for a warranty period of 90 days.
3. Upgrades provided under Technology Maximizer:
  1. Are available only for the Equipment at the Site;
  2. may not be sold, transferred, or assigned to any third party;
  3. are subject to the terms and conditions of the Agreement and any licensing terms and conditions included in the purchase of the Equipment from Philips or as communicated by Philips.
4. Upgrade Limitations. Upgrades provided under Tech Max may not be sold, transferred, or assigned to any other Product or third party. Parts removed for an upgrade become Philips’ property.
5. Prepaid amounts are not under any circumstances carried forward as credit or eligible for refund including, without limitation, in case of unavailability of Upgrades.
6. To receive Technology Maximizer upgrade(s) designated for remote deployment, Customer must ensure the enablement of Philips Remote Service for establishing remote connectivity between the Equipment and Philips.
7. To receive Technology Maximizer upgrades, the Equipment must be up to date with all preventative maintenance and operating within specifications. If the Equipment is not under a Philips maintenance agreement that includes regular preventative maintenance, and repairs are necessary to bring the Equipment within specifications, the Technology Maximizer upgrade will not cover the cost of such repairs.
8. If the Agreement is terminated by Philips prior to the expiration of the Term due to Customer default after any Technology Maximizer Upgrades have been provided by Philips, then Customer shall pay Philips the list price of the Upgrades provided by Philips, then Customer shall pay Philips the list price of the Upgrades provided during the Term within 30 days of such termination by Philips.
9. Clinical Education Training
  1. Training Coverage. Philips will provide the clinical education and product applications training (“Training”) that Customer has selected from the Philips’ course catalog(s) (“Course Catalog(s)”).
  2. Exclusions. Training does not include (a) maintenance or diagnostic related technical training or (b) clinical applications training on hardware or software not installed or provided by Philips.
  3. Scheduling. Training must be scheduled at least eight weeks in advance except for on-line training. Changes to scheduled Training must be received in writing by Philips at least two weeks prior to scheduled delivery.
  4. Attendance. Philips will train the number of Customer employees (Trainee(s)) for the course specified in the Quotation, when space is available. Trainee(s) must meet the minimum admission requirements set forth in the course syllabus, must satisfy all prerequisites prior to admission, and may be required to sign or acknowledge Philips’ safety checklist prior to receiving Training.
  5. Course Location. Training may be conducted at Philips’ training facilities, Customer location(s) described in the Quotation (“Site(s)”), through on-line or remote training, or at a third-party location determined by Philips.
  6. Payment Options
    1. Flexible Spending Accounts. If Customer purchased Flexible Spending Account option, the initial account balance is specified in the Quotation. The account balance is reduced by the list price for the specified course per attendee. When the balance is depleted, Customer may add funds to their account. If the account balance is negative, then Customer shall promptly pay Philips the balance due. Account balances will not carry over from year to year. Any remaining account balance at the end of the year will not be refunded.
    2. Direct Course Purchase. Customer may purchase individual courses at then-current prices.
    3. Travel. Philips’ travel expenses for all Training delivered at the Site are included in the price described in the applicable Course Catalog(s). Unless otherwise indicated in the Course Catalog(s), all travel and living expenses incurred by the Trainee(s) are Customer’s responsibility.
  7. Warranty Disclaimer. PHILIPS MAKES NO WARRANTY THAT ANY TRAINEE WILL PASS ALL OR ANY PORTION OF THE TRAINING COURSES PROVIDED OR THAT THE TRAINING WILL RESULT IN ANY TRAINEE BEING QUALIFIED OR ABLE TO OPERATE THE SYSTEM.

Schedule 3
Cardiac Informatics Portfolio (CAI) Schedule (Rev 26.1)

Product Category	Products
Cardiology Informatics (CAI)	Hemodynamics (Xper IM, Philips Hemo)
	IntelliSpace Cardiovascular, Cardiovascular Workspace (ISCV)
	IntelliBridge Enterprise Licensed Software (IBE)

Definitions
1. Any capitalized term used in this Schedule shall have the meaning ascribed to it in the main body of the Conditions of Sale.
Payment Terms
1. Unless otherwise specified in the Quotation, Philips will invoice Customer and Customer will pay such invoice on receipt based on the invoice date for each Product as follows:
  1. 0% of the purchase price shall be due with Customer’s acceptance of the Quotation.
  2. 80% of the purchase price shall be due on delivery of the major components of the Product to Customer designated location or Philips warehouse. Product installation will not begin until Customer has paid this portion of the purchase price.
  3. 20% of the purchase price shall be due net 30 days from the date the Product is available for first patient use. Available for first patient use means the Product has been installed and substantially meets Philips’ systems verification functionality set forth in the installation manual.
Installation
1. In addition to the obligations set forth in Sections 3.2 and 3.3 (Shipment and Installation), Customer installation must begin within eight weeks of receipt of delivered Product and completed within six months or as set forth in the statement of work (SOW), whichever is longer.
Customer Room Preparation Responsibilities
1. In addition to the requirements set out in Sections 3.2 and 3.3 of the Conditions of Sale, Customer is responsible for the following site preparation and installation activities:
  1. Customer is responsible for all activities and costs necessary to prepare the facility for installation of the Product by Philips. Customer’s obligations include, but are not limited to, running all cable in procedure room and network cable to workstations prior to installation.
  2. Prior to acceptance of the Quotation, Customer shall obtain from the applicable Philips implementation team any other additional Customer installation preparation requirements in connection with the implementation resulting from unique attributes of Customer’s environment and the size of the implementation.
Archive Requirement
1. Customer is required to have an archive for any IntelliSpace Cardiovascular (ISCV), or IntelliBridge Enterprise Licensed Software (IBE) system provided hereunder. If Customer provides its own storage, Customer is responsible for procuring any specialty software or hardware (fiber channel or host bus adapter (“HBA”)) necessary to manage storage and allow the system to access the storage. Customer is responsible for providing fiber channel switches, port upgrades, and other telecommunications and/or network hardware required for the Philips products to physically connect to the storage, regardless of whether Philips provides the storage as a one off third-party item at Customer’s request.
Certified Hardware
1. Philips shall install the Licensed Software solely on certified hardware pursuant to Philips’ specifications where such certified hardware is identified and located on Philips website Hardware Specifications – Philips.
  http://www.usa.philips.com/healthcare/product/HCNOCTN198/intellispacecardiovascular?int_origin=2_HC_landing_na_us_en_clinical_informatics_cardiology_informatics_more
Storage Sizing
1. To the extent not otherwise stated in the Quotation, Philips shall have no obligation or responsibility in connection with providing or managing storage. Upon request, Philips will provide Customer with estimates of image study sizes for different types of studies that Customer can use as a general aide to calculate and determine its near-term and long- term storage requirements for Cardiology and HCIS picture archive communication system solution. Customer is responsible determine what storage archive device types and sizes are required to support its, IntelliSpace Cardiovascular (ISCV), or IntelliBridge Enterprise Licensed Software (IBE), whether through procurement from Philips or utilization of Customer's own existing storage solutions. Customer acknowledges that use of storage varies greatly based on its unique utilization of the system and based on factors that are outside Philips’ control. Therefore, and notwithstanding any estimates provided to Customer by Philips, Customer is solely responsible to determine what storage archive device is best suited to meet its needs. As part of its decision making process in connection with archive device storage size, Customer acknowledges that study sizes are affected greatly by
  1. changes in the types and amount of modality equipment used,
  2. technician discretion in file size creation, and
  3. clinical protocols within a department. Customer is solely responsible for system administration for the IntelliSpace Cardiovascular (ISCV), or IntelliBridge Enterprise Licensed Software (IBE), solution, which includes monitoring the storage archive device for its utilization levels and planning any necessary storage changes as Customer's requirements change.
Unauthorized Patches and Anti-Virus Updates
1. Customer’s installation or use of
  1. operating system patches, updates or upgrades;
  2. anti-virus updates (except to the DAT files i.e. virus definitions); or,
  3. upgrades to anti-virus search engines without prior validation testing and approval by Philips (Unauthorized Updates) may adversely affect the functionality and performance of the Licensed Software. Philips shall perform validation testing of certain Microsoft operating systems, and certified anti-virus software published in the documentation during the warranty period. Philips shall have no obligation to validate any other third- party operating system or anti-virus software. If Customer installs or uses Unauthorized Updates, Philips shall have no liability or responsibility for performance of the Licensed Software and the warranty shall be void. If Customer is using Unauthorized Updates when requesting service support or an Unauthorized Update is discovered by Philips after commencing the technical support process, then, prior to being obligated to perform warranty support services during a service period, Philips may require Customer to roll back to the most recent operating system. Management of third party anti-virus software to protect Customer’s network infrastructure, Client Devices, the Server, and the Licensed Software application is the sole responsibility of Customer under this Agreement. Accordingly, anti-virus issue resolution is Customer’s responsibility and expense.
Interfaces
1. Xper IM, Philips Hemo IntelliSpace Cardiovascular (ISCV), and IntelliBridge Enterprise Licensed Software Interfaces (IBE). Philips’ obligation to provide any Xper IM, Philips Hemo, IntelliSpace Cardiovascular (ISCV), or IntelliBridge Enterprise Licensed Software (IBE) interfaces is expressly conditioned upon Customer enabling its Hospital Information System (HIS) system to send and receive HL7 messages to and from the applicable Philips products by the date the products are available for first patient use. If Customer has not fulfilled its interface obligations by such time, Philips may, at its discretion, terminate any interface obligations and refund any pre-paid amounts for interfaces against the applicable purchase order. Customer will execute any documentation reasonably requested by Philips to document such terminated interfaces. Upon Philips issuance of a refund in accordance with this section, Customer shall be deemed to have accepted the applicable Philips products. Any interfaces terminated shall be re-evaluated under a separate new sales contract.
Customer Controlled Workflow Tools
1. Certain Philips products contain Customer maintained tools used in the creation and maintenance of interfaces, forms, screens, reports, data mappings, and calculations (Customer Controlled Workflow Tools). Because these tools control what information is presented to the end-user and how the information is presented, Customer must thoroughly test and validate each interface, form, screen, report, mapping, and calculation after making any changes to the Product or to external systems that supply data to the Philips product. Failure to do so could result in information being presented to the end-user is a manner different than originally configured, less desirable to the patient care giver and negatively impacting patient care outcomes. Therefore, prior testing of any of the above changes by Customer is recommended by Philips. In all cases, Customer is solely responsible for data field population in Philips products directly arising from;
  1. Customer’s use of Customer Controlled Workflow Tools; or,
  2. Through the receipt of information delivered from a non- Philips information system that has been modified post project implementation test. These factors are not within Philips control.
Frequent Data Backup/Disaster Recovery Responsibility
1. Philips is not responsible for the development or execution of a business continuity/disaster recovery plan or backing up the data and images processed by the Products. Customer may request Philips’ assistance in designing a disaster recovery plan, but Philips accepts no liability whatsoever for the resulting plan or the results of Customer’s utilization of such plan Customer is responsible for performing frequent backups of any data, patient information or images residing on the repository database, on Philips Products, or an archive, on a daily basis at minimum; however, more frequent back-ups are appropriate depending upon the application; provided that, it is Customer sole liability and responsibility to determine such frequency more often than on a daily basis. Except to the extent that Customer purchases some or all of the storage solution from Philips, as provided for in Section 7.1 (Storage Sizing), Philips does not provide the storage archive or Client Devices to be used with the Products. These are Customer provided and not included in this purchase.
Statement of Work (SOW)
1. A Statement of Work, if required as defined in the product schedules, must be signed in writing by both parties and submitted with Customer’s purchase order. Philips may reject orders in the absence of the Statement of Work.
Support Services
1. During the applicable product warranty period, Philips shall provide, at no charge to Customer, Philips’ then- current in- warranty service for the products. Customer must provide Philips with remote access to the Products and shall use Philips Remote Service Data Centre (PRSDC) service to enable Philips to access the system to perform its support obligations.
2. Warranty exclusions set forth in Section 4.7 of the Conditions of Sale also apply to Support Services hereunder. The conditions that resulted in the exclusion of product warranty coverage, set forth in Section 4.7, shall also apply to any service provided during an in-warranty or post-warranty coverage period.
Systems Administration Requirement
1. Customer, at all times, shall have a designated systems administrator that has completed systems administration training for the version of the product running at Customer’s site. Systems administration training is set forth in the Quotation.
Migration
1. Philips standard migration tool set-up service (Migration Tool Set-Up Service) consists of Philips installing a migration solution tool, configuring the migration interface, testing the migration solution tool, and training Customer to operate and manage the migration tool for Customer to perform the data migration (Migration Set-up Tool Activities). For the purposes of clarification, Migration Set-Up Activities do not include Philips performing the migration, including starting and stopping the migration tool process, loading off-line media, monitoring the process, and correcting the migrated data (and not any Data Migration Project Management Consulting Service).
2. Unless Customer purchases a separate data migration project management consulting service from Philips and signs an SOW clearly indicating that Philips will be performing and managing the data migration on Customer’s behalf (Data Migration Project Management Consulting Service), Philips is responsible solely to perform the Migration Set-Up Activities.
3. In all instances, Philips shall have no responsibility under either its Migration Tool Set-Up Service or Data Migration Project Management Consulting Service to:
  1. locate missing studies;
  2. fix corrupt media or studies; or,
  3. repair failed Customer legacy hardware discovered during the migration service.
4. Migration Tool Set-Up Service or Data Migration Project Management Consulting Service to migrate studies affected by the foregoing events. Additionally, Customer shall have the sole responsibility to estimate the number of studies required to be migrated and to pay any additional costs that result from an inaccurate estimate.

Schedule 4

Hospital Patient Monitoring & Hospital Respiratory Care (HRC) Portfolio (Rev 26.1)<

Product Category	Products
Measurement and Monitors	IntelliVue Patient Monitors and Systems
	IntelliVue Telemetry System
	Fetal Monitors
	SureSigns/EarlyVue Vitals Monitors
	Clinical Measurements
	MR Patient Care Monitors
	PerformanceBridge Focal Point
Clinical Informatics	IntelliVue Critical Care and Anesthesia
	IntelliSpace Perinatal
	IntelliBridge Family of Solutions
Sleep Therapy	DreamStation Accessories
Hospital Respiratory Care Supplies	Patient Interface (Masks & Cannulas)
Hospital Respiratory Care Supplies	Circuits
Diagnostic Cardiology Solutions	Stress Testing System (ST80i)
	Holter Monitoring System (DigiTrak)
	Cardiographs (PageWriter)
	IntelliSpace ECG

Payment Terms
1. Unless otherwise specified in the Quotation, Philips will invoice Customer and Customer will pay such invoice 100% of the purchase net 30 days from Philips’ invoice date.
Supplies
1. Philips may charge a shipping fee for Hospital Respiratory Care (HRC) supplies.
2. Philips must authorize returns of any HRC supplies. Customer shall pay shipping charges for returns, and returns are subject to a 15% restocking charge. Philips does not accept returns of opened, expired, or damaged HRC supplies.
Installation
1. Acceptance occurs upon (a) completion of installation by Philips if installation is included or (b) delivery if installation is not included. If Customer schedules or delays installation by Philips more than 30 days after delivery, Customer’s acceptance of the products will occur on the 31st day after delivery.
2. Installation of Products onto third party medical carts will align with International Electrotechnical Commission (IEC) 60601-1 publication, including but not limited to Section 8.4, Instability Hazards. Customer shall confirm that any such cart has four wheels with locking mechanism prior to installation.
Philips IntelliVue Products
1. If Customer elects to use the Philips IntelliVue Information Center on Customer provided general network versus dedicating a separate Philips provided IntelliVue Clinical Network, Philips advises that the likelihood of network or bandwidth outages is generally greater. The Philips IntelliVue Information Center is a secondary vital signs monitoring tool used to monitor bedside monitor alarm activity. Network or bandwidth outages may affect the Philips IntelliVue Information Center’s ability to communicate with a bedside monitor such that it would not be available to get real time alarm information. Accordingly, Customer is reminded that its nursing protocols must be based on using the bedside monitor, at all times, as the primary medical device to use and respond to, for monitoring patient’s vital signs.
2. While the Reporter Client and Reporter Server HL7 may be configured for the exportation of alarm data from PiC, Customer acknowledges that Philips is not responsible for Customer’s (or any third party’s) use of that alarm data once that alarm data is exported. Customer further acknowledges that Philips does not support the use of the Reporter Client and/or Reporter Server HL7 Export connection types for the exportation of alarm data for clinical decision making or alarm response.
Clinical Informatics Products, and Philips IntelliVue Information Center Product Family
1. The following additional terms apply to Philips Clinical Informatics IntelliVue Information Center Products:
  1. Anti-Virus. Customer is responsible for anti-virus software with the Products. Use of anti-virus in a manner not recommended in the user manual or without Philips’ validation is Customer’s sole risk.
  2. Data Backup/Disaster Recovery. Philips is not responsible for a business continuity/disaster recovery plan or back up of data and images processed by the system. Recommendations around disaster recovery are included in "Security for Clinical Networks” section accessible on the InCenter service portal at the following link: philips.mizecx.com.
PerformanceBridge Focal Point
1. Philips will provide access to the PerformanceBridge Focal Point software (“Focal Point”) described herein or as otherwise specified on the Quotation(s) for the Sectors, as defined below:
  1. A “Sector” is a location on a central station where a patient and the related patient equipment is assigned. Often used interchangeably with beds or patients, a Sector is Equipment under this Agreement.
  2. A “Node” is an IP addressable network node, which is a configured component of a Philips Patient Monitoring System/Solution.
  3. The term of the service is defined in the Quotation and the end date for all Sectors will be co-terminus.
2. Access
  1. Access to Focal Point is granted on the basis that (a) the Customer maintains the configuration of the Products as they were originally designed and manufactured and (b) each Product includes only those subsystems and components certified by Philips. Focal Point may not perform as intended if a Product is modified by anyone other than Philips or a Philips authorized agent, or if Customer’s systems include subsystems or components not certified by Philips. Philips does not assume any responsibility or liability with respect to unauthorized modification or substitution of subsystems or components.
3. Focal Point shall be used only on the Product(s) identified in the Quotation. Each Customer is limited to one instance of Focal Point per Customer site/location included in the quotation, and each Focal Point instance is limited to 4,000 Node connections. If additional Focal Point instances are required, determined solely by Philips, they will be provided upon mutual agreement of both parties. If there is more than one site or location, Customer must purchase the appropriate software maintenance coverage for each additional site or location to receive access to Focal Point.
4. Access to Focal Point is available to Customer and Philips support personnel working on-site and remotely. Philips will install Focal Point on virtual or physical hardware, pursuant to the system installation and reference guide.
5. Customer acknowledges that the Philips Administrator Account for Focal Point, and any related login credentials that Philips may provide to Customer is for use only by Philips and its authorized service representatives.
6. Telephone Support. Focal Point telephone and remote support coverage is included. Technical and Clinical Telephone and Remote Support coverage services are available 24 hours per day, 7 days per week, including Philips-recognized holidays. Philips Customer Care Support Line Call + 1 800-722-9377.
7. Remote Access and Diagnostics. Philips may remotely access any Customer system tied to the Equipment required to perform Services. Customer shall provide Philips remote access to the Equipment.
8. On-Site Software Resolution Response. Philips’ primary method for software services is telephone and Philips Remote Services (“PRS”). Philips, at its sole discretion, may provide on-site software support services to resolve software issues that cannot be resolved through Philips’ primary resolution method.
9. Application Patches. From time-to-time, Focal Point may require the remote installation of certain application updates, upgrades, or enhancements to properly maintain the application in accordance with Philips’ specifications (“Application Patches”). Working with Customer, Philips reserves the right to manage all Application Patches.
10. OS Patches. Focal Point will periodically synchronize with a remote Windows Server Update Services (WSUS) server as defined within the Microsoft WSUS documentation. This synchronization is required for the Focal Point OS Patching feature to maintain an updated list of which Microsoft OS patches have been qualified by Philips and is required for the Focal Point OS Patching feature to function.
11. Data Processing; Specific Instructions to Philips. Focal Point will collect and aggregate machine-to-machine data which may include certain personal data (e.g., IP addresses) (“Machine Data”). Customer hereby instructs Philips to process personal data to the extent personal data is included in the Machine Data for or in relation to performing the services to Customer, and as necessary to comply with other reasonable instructions provided by Customer.
12. Protection of Data. Philips will take appropriate commercially reasonable technical and organizational measures to protect the personal data in accordance with the Business Associate Agreement between Philips and Customer.
13. Use of Machine Data. Philips acknowledges and agrees that Customer owns all Machine Data. Customer hereby licenses the Machine Data to Philips for use, processing, and aggregation consistent with this Agreement. Philips’ usage will be solely in a primary usage manner to deliver functionality and services to Customer, which includes but is not limited to the aggregation and processing of Machine Data to enable users of Focal Point (including Philips) to see statistical and reporting information and to troubleshoot problems that may arise. Customer acknowledges that it can access and copy Machine Data at any time through the Focal Point, and that Customer may request in writing that Philips delete the Machine Data.
Support Services
1. Clinical Services. If included in the Quotation, Philips will provide clinical implementation services , at a time mutually agreed to by Philips and Customer and will be defined by Philips at Philips’ sole discretion.
2. After-Hour Support. If included in the Quotation, clinical implementation after-hour support will be provided between the hours of 7 PM –7 AM, including weekends and holidays if needed.
3. Go-Live Support. Philips will provide clinical go-live support (onsite or remote) during the implementation of new version upgrades and updates. Go-live support will be scheduled between 7:00 AM – 7:00 PM Monday through Friday for the new software version. Customer may request additional go-live support, or go-live support outside of standard hours, at an additional cost.
4. Clinical Education. Clinical services will be scheduled (onsite or remote) between 7:00 AM – 7:00 PM Monday through Friday for the new software version. Customer may request additional clinical education or clinical education outside of standard hours, at an additional cost.
  1. Clinical Education class size is limited to 10 participants;
  2. Customer will provide a suitable location for on-site classroom education; and
  3. Customer will provide full and free access and use of the Product for education.
5. Configuration. Configuration services will be scheduled between 7:00 AM – 7:00 PM Monday through Friday and are limited to the new software version implementation. Customer will provide use of the equipment. Configurations are based on current monitoring solution. If expert screen services are required, as determined solely by Philips, they are available at an additional cost.
6. User Acceptance Testing. Following implementation of a new software version or configuration services, Philips and Customer will perform user acceptance testing. Philips will provide Customer with an electronic copy of the resultant configuration files and reports.
7. Travel Expenses. Unless otherwise stated in the Quotation, Philips’ travel expenses for all clinical implementation services delivered at Customer site are included in the price.
8. Post Warranty Service. Service coverage may vary depending on the Product and use thereof. Post warranty services purchased with Products under the Quotation require an amendment incorporating the description of the covered products, price, payment terms, period of coverage, level of coverage, and Philips technology update service description, if purchased by Customer.
9. Warranty exclusions set forth in the Conditions of Sale apply to warranty and post-warranty services.
Customer Supplied Network (CSN) Installation and Configuration Responsibilities
1. Philips provides information on which patient monitoring devices (and in what locations) will be connected to the CSN following the standard IntelliVue Clinical Network design rules. During the CSN installation process, Philips is responsible for proper configuration and physical installation of the Products. In CSN situations, Philips does not configure the network or connect the Philips Products to the network. Customer has ownership of these tasks.
2. Customer Responsibilities:
  1. Installation. Customer shall configure the network infrastructure devices as specified in the Philips CSN specification document, connect the Products to the network infrastructure, and confirm the Products have a network that meets the CSN specification document.
  2. Ongoing Support. It is Customer’s responsibility to (i) maintain the CSN in a manner that continuously adheres to the CSN specification and (ii) perform the first line of support for all questions related to the Products to determine if there is a clinical issue, Product issue, or a network connectivity issue and to contact the responsible party for resolution.
3. Unless the Products are being used in a telemetry fashion, the bedside monitor and bedside screen must be used as the primary patient alarm device.
4. Under no circumstances is Philips responsible for Customer’s inability to use Products (including but not limited to loss of patient alarms or data) due to any CSN outages, downtime, or Customer’s failure to properly maintain or configure the CSN.

Schedule 6
Hospital Monitoring & Medical Consumables and Sensors (MCS) Portfolio (Rev 26.1)

Product Category		Products Consumables and Sensors (non-serialized)
Patient Care	Medical Consumables and Sensors (MCS)	Accessories Third Party Accessories
		Fetal Measurements
		Gas Measurements
		NIBP Cuffs
		Paper
		SpO2
		Temperature
	Newborn Solutions	Jaundice
	Newborn Solutions	Calming and Soothing Therapy Support
	MR Patient Care (MRPC)	Accessories (disposable and reusable)
		ECG
		NIBP Cuffs
		CO2 Supplies
		SPO2
		Temperature
		Batteries
		Chargers
Diagnostic Cardiology Solutions	Medical Consumables and Sensors (MCS)	ECG Cables and Lead sets
Diagnostic Cardiology Solutions	Medical Consumables and Sensors (MCS)	ECG Electrodes

Orders
1. Philips may charge a shipping fee for Medical Consumables and Sensors.
Payment Terms
1. Unless otherwise specified in the Quotation, 100% of the purchase price is due 30 days from Philips’ invoice date.
Return Policy
1. Philips must authorize all returns. Customer shall pay all shipping charges for returns. Returns after 60 days of shipment shall be subject to a 15% restocking charge. Philips does not accept returns of opened, expired, or damaged consumable Products.
HP Pro Mini 400 G9 Desktop PC (“HP Pro”)
1. The HP Pro is a third-party accessory product, including for purposes of the warranty, for which Philips is the reseller. Any third-party warranty or service solutions shall be passed on to Customer for this product. Customer will contact the manufacturer for warranty information. Philips does not provide any maintenance or repair services, anti-virus software, or security software for the HP Pro. Customer is responsible for network security, including but not limited to, using secure administrative passwords, installing the latest validated security updates of operating software and web browsers, running a Customer firewall as well as maintaining up-to-date drivers, and validated anti-virus and anti-spyware software for the HP Pro.

Schedule 7
EI Software and Services Solutions (Rev 26.1)

Product Category	Products
Enterprise Informatics (EI)	Philips Image Management (839060)
	Philips MyVue
	Philips Vue Reporting
	Philips Vue Motion
	Philips Vue PACS
	Philips Vue Explorer (WFM)
	Philips Vue Archive

This Product-specific Schedule is subject to and incorporated into the Conditions of Sale. Without limiting the applicability of Section 13.14 (Product-Specific Terms) therein, the following sections of the Conditions of Sale do not apply to this Schedule 7: 1.4 and 1.6 (Quotation, Order, and Payment), 2 (Lease and Trade-In), and 3.2 and 3.3 (Shipment and Installation).

The following additional terms shall apply to sale of Licensed Software Products (“EI Software and Services Solutions”) under this Schedule:

Definitions
Notwithstanding anything contrary in the Conditions of Sale, the following license terms and restrictions shall apply and govern in the event of conflict with terms expressly set forth in the Conditions of Sale:
1. Client Device” shall mean a computer, workstation, terminal, or other electronic device used to access the Product.
2. “License Commencement Date” shall mean the date that Philips makes the EI Software and Services Solutions available to Customer for first use consistent with the usage rights and restrictions under the terms of this Agreement and upon completion of the installation of any server(s) provided by Customer as part of Customer Provided Hardware or purchased through Philips and related network infrastructure.
3. Acceptance” of all EI Software and Services Solutions shall occur upon the License Commencement Date. Customer shall promptly sign the Philips’ Customer Acceptance Form, at such time. All fees for licenses commence at the same time and, in the event of multiple sites, all licenses and fees start upon the License Commencement Date for the first site, unless otherwise provided on a Quotation. If Customer does not sign the Philips’ Customer Acceptance Form within five (5) days of the completion of testing and implementation, Customer shall then be deemed to have accepted the EI Software and Services Solutions as of the end of the acceptance testing period. In any event, Customer shall be deemed to have accepted the EI Software and Services Solutions upon use thereof.
4. “Quotation” shall mean the Philips quote affixed to this schedule signed by Customer for the Philips EI Software and Services Solutions. Each Quotation shall list all the fees and any license limitations applicable to customers purchase of licenses, maintenance and support, professional services, including all installation, migration, interfacing tasks set forth on a Statement of Work. All Licenses fees, maintenance fees, subscriptions fees and professional services fees, as applicable, shall be payable per the payment terms in the Quotation.
5. “Statement of Work” shall mean the Philips statement of work signed by Customer and Philips at time Customer places its order to purchase EI Software and Services Solution. A statement of work shall be required for all EI Software and Services Solutions and such document shall address in general terms all interfacing and professional services delivery project scope requirements, at minimum.
6. “Updates” means fixes or corrections for Software bugs to enable the Software to substantially perform in accordance with its Documentation which is typically designated by a change in the third number in the series (always can be found to the right of the decimal point). Software Update is made generally available to its customer that are under a service or maintenance agreement or subscription term, subject to any limitations set forth in the applicable Quotations or Agreement schedule. Updates do not include new products, modules or extensions for which Philips elects to charge separately.
7. “Upgrades” means a new version or release of software that contains new features and enhancements to functionality and may include a change to the platform. A new version and release, under this definition, are typically designated by a change in the first or second number in the series (which can always be found to the left of the decimal point). Software Upgrades are made generally available to its customer that are under a service maintenance agreement or subscription term, subject to any limitations set forth in the applicable Quotations or Agreement schedule. Customer will be charged for professional services fees and other fees as a result of a change associated with the Upgrades, as detailed in the Quotation. Notwithstanding the foregoing, Upgrades do not include new products, platform, modules or extensions for which Philips elects to charge separately; provided however, such Upgrades has a substantial change from the previous major version with respect to product feature(s) or underlying technology. New optional licensable software may be available for additional software and services fees and shall not include Software changes with a version change in the first or second number in the series.
License Term and Limitations
1. Term License Model with Separate Maintenance and Support Purchase Option. Under this sale model, each EI Software and Services Solution license shall commence upon the License Commencement Date (as defined in Section 1.2 above), and continue for the license period set forth on the Quotation (“Term License”). Philips shall provide the maintenance and support services set forth in Schedule 7-A and any applicable Supplemental schedules affixed to this schedule for a period of ninety (90) days. Customer’s purchase of maintenance and support services post warranty of the Term License are optional and not required. Therefore, Philips shall have no obligation to perform maintenance and support on the Term License software, for any period post warranty that Customer has elected not to purchase maintenance and support agreement coverage. The license to a EI Software Solution shall expire upon the final anniversary date of the License Commencement Date based on the number of years in the Term License, unless customer renews the license term prior thereto. In the event Customer elects to purchase maintenance and support services for a post warranty period, such maintenance and support services shall be provided under the terms of these Conditions of Sale, including Schedule 7-A, as applicable; provided that, Customer issues a purchase order with a separate line item listing the post warranty maintenance and support purchase per the Philips post warranty service Quotation.
2. Solution Subscription Option. Under the subscription service model, commencing upon the License Commencement Date Customer receives an annual subscription license for the number of years set forth on the Quotation (“Subscription License Term”), and the maintenance and support set forth in Schedule 7-A and any supplemental schedules, as applicable, affixed to this schedule for the entire Subscription License Term for one annual fee (“EI Software and Services Solutions Subscription Option”). Thereafter, the then current EI Software and Services Solutions Subscription Term shall expire on the end of the last anniversary date of the Subscription License Term, unless Customer renews the subscription term prior thereto.
3. Products Warranties for all sales models 2.1-2.2. The warranties set forth in Section 4 in the baseline Agreement shall apply to sales of the EI Software and Services Solutions purchased under Sections 2.1-2.2 of this Schedule.
4. All licenses are subject to a limited number of sites (by physical address), users, connections and study or exam volume set forth in the Quotation. In all cases a “Site” shall mean a unique physical street address for imaging equipment that has usage information sent to or pulled by the EI Software and Services Solutions Licensed Software and “Users” shall mean the number of named users that are employees or contract temporary employees by Customer legal entity expressly set forth on the Quotation and/or Statement of Work. In no event shall GE, Siemens, or another medical device manufacturer, distributor, or independent service organization use or have access to EI Software and Services Solutions. Customer shall have the right to replace a User with a different named User at no additional charge; provided that, the User being replaced is permanently no longer using the EI Software and Services Solutions Licensed Software to benefit Customer.
5. Prior to the assignment of any licenses, including an assignment pursuant to a purchase of substantially all of Customer’s assets, organic growth or expansion plans, Customer will provide Philips with written notice along with reasonable data to determine how such events will impact the licensing limitations applicable to each License. These events may require Customer purchase additional Licenses to address a change in the number of Users, Sites, connections and Annual Exam Volume prior to the use of EI Software and Services Solutions Licensed Software for such events.
6. Subject to fulfillment of any payment obligations by Customer arising from the use of the EI Software and Services Solutions Licensed Software, Philips grants Customer the applicable license under the model quoted. All EI Software and Services Solutions licenses are, non-exclusive, non-transferable and subject to compliance with the usage, rights and restrictions set forth herein and solution description on the Quotation.
7. Termination. Customer may terminate this Agreement upon 60 days written notice to Philips specifically describing a material breach or default of this Agreement by Philips, provided however that Philips may avoid such termination by curing the condition of breach or default within such 60 days’ notice period. Philips may terminate this Agreement, if Customer defaults in the performance of any of its obligations under this Agreement, and fails to remedy the same within thirty (30) days of a written notice; as described in Section 3.1 (Billing).
8. Termination Fees. The sales models offered by Philips under Sections 2.1 and 2.2 are non-cancellable for their full term set forth in the Quotation (“Term”). Accordingly, in the event customer provides written termination notice other than Philips’ uncured material breach or is in material breach of its obligations arising therefrom and Philips terminates the Agreement for such models, Customer shall promptly pay Philips all charges for the EDI Software and Services Solutions provided through the date of termination plus a “Termination Charge” equal to the fees that Philips would have been entitled to receive for the balance of the Term for such licenses, maintenance and support purchased, and/or subscription period. The parties agree that all fees were negotiated based upon Customer’s commitment to the full Term. Philips’ damages in the event that the Term is terminated early would be difficult or impossible to ascertain. The Termination Charge is intended, therefore, to establish liquidated damages in the event of termination and is not intended as a penalty.
Billing based on Customer Delays, Offset, and Pricing
1. Billing. Customer shall pay Philips invoices per the payment terms set forth in the Quotation or within thirty (30) days of Philips’ invoice date. First payment (excluding Upfront Fee as described in the Quotation) will be due and payable within twelve (12) months from contract signing date or upon License Commencement Date, whichever comes sooner. Following a period of two (2) years from the receipt of a customer order, Philips shall maintain the right to bill Customer for all fees associated with such project regardless if Customer decides to proceed with the project or not.
2. Offset. Payment obligations for the fee set forth on a Quotation for each EI Software and Services Solutions are independent fee obligations not subject to offset.
3. Philips reserves the right to adjust customer list pricing and (or) net pricing, during the Term of the agreement, in accordance with the Consumer Price Index published by the United States Department of Labor in its website at http://www.bls.gov/cpi. Such adjustment in pricing requires thirty (30) day written notice, will not be retroactive, cannot start before first year of contract and will not exceed more than five percent (5%) change annually.
Philips Ownership in the EI Software and Services Solutions
1. The Licenses granted under these Conditions of Sale for all EI Software and Services Solutions offered under Sections 2.1 and 2.2 of this schedule shall not affect the exclusive ownership by Philips of the Licensed Software or of any trademarks, copyrights, patents, trade secrets, or other intellectual property rights of Philips (or any of Philips’ suppliers) relating to the Licensed Software. Except for the licenses set forth in this exhibit for the term (under options offered per subsections 2.1 and 2.2), Philips retains all rights, title, and interest to all intellectual property in or arising from the Licensed Software.
Third party software
1. Unless otherwise specified in the Quotation, the EI Software and Services Solutions may include software from other commercial suppliers who require Philips to pass through, or otherwise have Customer agree to, their end user license terms. Such terms are specified in: https://images.philips.com/is/content/PhilipsConsumer/Campaigns/HC20140401_DG/Documents/Pass-through-August-2020.pdf or otherwise provided via means including software delivery. Philips does not warrant the operation of third party software, rather all third party software acquired by Customer from Philips is subject to the warranties contained in the third party software end user terms.
Cancellation
1. The term set forth on the Quotation (“Term”) is non-cancellable before the expiration date of the Term. Each Quotation will commence on its respective effective date and thereafter will remain in effect for the entire Term stated therein.
Statement of Work
1. A Statement of Work, if required as defined in the product schedules, must be signed in writing by both parties and submitted with Customer’s purchase order. Philips may reject orders in the absence of the Statement of Work.
Server Hardware
1. Customer Provided IT Infrastructure. Customer shall be responsible to procure all hardware (including server, storage, and client devices) and network bandwidth as set forth in the Statement of Work (“Customer Provided Hardware and IT Infrastructure”). All Customer provided hardware must meet Philips certified hardware specification requirement. Such requirement shall be listed on a Quotation or provided in the Statement of Work. The cost of any new hardware or hardware change to use the EI Software and Services Solutions, including any updates or upgrades provided by Philips under Section 2.1 and 2.2, shall be Customer’s obligation and not included in a purchase of EI Software and Services Solution.
2. Philips Pass Through Resale IT Infrastructure. In limited cases, Philips may offer a hardware pass through resale service for servers that can be used with EI Software and Services Solutions; however, this is offered purely for one purchase order fulfillment convenient purposes and Customer shall remain responsible to work directly with the vendor for such hardware directly for any break/fix non software issues and purchase any maintenance and support directly with such vendor.
3. Philips Provided IT Infrastructure. Customer may elect to purchase hardware from Philips with an option to purchase maintenance and support with Philips for any break/fix issues as described in Schedule 7-A.
Customer Managed IT Support Structure
1. Customer’s Client Device Types. EI Software and Services Solutions may solely be used with client device types and minimum configuration specifications set forth on the Quotation, Statement of Work or Project Implementation Plan. In all cases, EI Software and Services Solutions are not designed nor recommended for mobile device use. Philips shall not be responsible for issues arising therefrom.
2. PACS Interfaces. For those Customer’s purchasing interface services listed in the statement of work, for which Philips would have to create new interface code to work with third party vendor software, Customer shall ensure that such third parties have completed such interface work for their software by the interface testing date set forth in the project plan. Any delays in meeting such date are the sole responsibility of Customer. If Customer has not fulfilled its interface obligations by such time, Philips may, at its discretion, terminate any interface obligations and refund any pre-paid amounts for interfaces, except for amounts representing the cost for work performed by Philips prior to such termination which Philips shall be entitled to retain. Customer will execute any documentation reasonably requested by Philips to document such terminated interfaces. Upon Philips issuance of a refund in accordance with this section, Customer shall be deemed to have accepted the applicable Philips products. Any interfaces terminated shall be re-evaluated under a separate new sales contract, when Customer’s third-party vendor is available to perform interface testing at such time.
3. Data Archiving. Customer is required to have an archive for all EI Software and Services Solutions that are used as diagnostic tools to provide patient care (Workflow Tool are Excluded). Customer is responsible for procuring any specialty software or hardware (fiber channel or host bus adapter (“HBA”)) necessary to manage storage and allow the system to access the storage. Customer is responsible for providing fiber channel switches, port upgrades, and other telecommunications and/or network hardware required for the Philips products to physically connect to the storage, regardless of whether Philips provides the storage as a one off third-party item at Customer’s request.
4. Storage Sizing. To the extent not otherwise stated in the Quotation, Philips shall have no obligation or responsibility in connection with providing or managing storage. Upon request, Philips will provide Customer with estimates of image study sizes for different types of studies that Customer can use as a general aide to calculate and determine its near-term and long- term storage requirements for EI Software and Services Solutions, whether through procurement from Philips as a third-party item or utilization of Customer's own existing storage solutions. Customer acknowledges that use of storage varies greatly based on its unique utilization of the system and based on factors that are outside Philips’ control. Therefore, and notwithstanding any estimates provided to Customer by Philips, Customer is solely responsible to determine what storage archive device is best suited to meet its needs as long as it meets the requirements published by Philips. As part of its decision-making process in connection with archive device storage size, Customer acknowledges that study sizes are affected greatly by:
  1. changes in the types and amount of modality equipment used.
  2. technician discretion in file size creation, and
  3. clinical protocols within a department. Customer is solely responsible for system administration for the Software Solutions, which includes monitoring the storage archive device for its utilization levels and planning any necessary storage changes as Customer's requirements change.
5. Frequent Data Backup/Disaster Recovery Responsibility. Philips is not responsible for the development or execution of a business continuity/disaster recovery plan or backing up the data and images processed by the EI Software and Services Solutions. Customer is responsible for performing frequent backups of any data, patient information or images residing on the repository database on Philips EI Software and Services Solutions, or an archive, on a daily basis at minimum. Philips also not responsible for backing up the data and images processed by the system. Customer may request Philips’ assistance in designing a disaster recovery plan, but Philips accepts no liability whatsoever for the resulting plan or the results of Customer’s utilization of such plan. Customer is responsible for providing a storage solution or storage backup device and for performing frequent backups of any data, patient information or images residing on the repository database, on Philips’ products, or an archive. Such back-ups shall occur on a daily basis at minimum; however, more frequent back-ups are appropriate depending upon the application; provided that, it is Customer sole liability and responsibility to determine such frequency more often than on a daily basis. Except to the extent that Customer purchases some or all of the storage solution from Philips, as provided for in Section 9.4 (Storage Sizing), Philips does not provide the storage archive or Client Devices to be used with this Product. These are Customer provided and not included in this purchase.
6. Unauthorized Patches and Anti-Virus Updates. Customer’s installation or use of
  1. operating system patches, updates or upgrades;
  2. anti-virus updates (except to the DAT files i.e., virus definitions); or,
  3. upgrades to anti-virus search engines without prior validation testing and approval by Philips (“Unauthorized Updates”) may adversely affect the functionality and performance of the EI Software and Services Solutions. Philips shall perform validation testing of certain Microsoft operating systems, and certified antivirus software published in the documentation during the warranty period. Philips shall have no obligation to validate any other third-party operating system or anti-virus software. If Customer installs or uses Unauthorized Updates, Philips shall have no liability or responsibility for performance of the Licensed Software and the warranty shall be void. If Customer is using Unauthorized Updates when requesting service support or an Unauthorized Update is discovered by Philips after commencing the technical support process, then, prior to being obligated to perform warranty support services during a service period, Philips may require Customer to roll back to the most recent operating system. Management of third party anti-virus software to protect Customer’s network infrastructure, Client Devices, the Server, and the EI Software application is the sole responsibility of Customer under this Agreement. Accordingly, anti-virus issue resolution is Customer’s responsibility and expense.
7. Systems Administration Requirement. Customer, at all times, shall have a designated systems administrator that has completed systems administration training for the version of the EI Software and Services Solutions running at Customer’s site. Systems administration training is set forth in the Quotation.
If Customer purchases Vue VNA, Studies (regardless DICOM or non-DICOM) ingested in the Vue VNA from other sources that are outside of contract scope set forth in the Quotation will be charged the same VNA storage rate under the Agreement unless otherwise quoted separately.
Data Usage
1. Philips may use de-identified information to improve the EI Software and Services Solutions, including serviceability thereto, as well as the Philips products to which such de-identified data arose. In all cases, such improvements are made available for purchase to all EI Software and Services Solutions customers. Philips shall defend, indemnify, and hold Customer harmless from any breach of its obligations under this Agreement with respect to permitted use of de-identified data for benchmarking purposes, marketing, advertising, or improving the serviceability of the EI Software and Services Solutions.

Schedule 7-A
Annual Maintenance and Support for EI Software and Service Solutions (Rev 26.1)

Telephone and Remote Support
1. Telephone Support. Telephone and Remote Support coverage is included with all software maintenance agreements. Technical and Clinical Telephone and Remote Support coverage services are available twenty- four hours per day, seven days per week including Philips recognized holidays.
2. Remote Access and Diagnostics. Philips may remotely access the EI Software and Services Solutions at Customer site. Customer shall provide Philips remote access to the EI Software and Services Solution.
3. On-Site Software Resolution Response. Philips primary method for software services is telephone and Philips Remote Services Data Centre (“PRSDC”). Philips, at its sole discretion, may provide on-site software support services to resolve software issues that cannot be resolved through Philips’ primary resolution method. On-site service is next business day, Monday through Friday 8:00 a.m. to 5:00 p.m. local time, excluding Philips recognized holidays, and includes labor and travel necessary for the delivery of corrective services.
4. InCenter Access. Philips will provide Customer access to Philips’ web-based support tool for the system(s) covered under this Agreement.
5. Online Education. Customer shall be entitled to unlimited access to the virtual classroom at the online Philips Learning Center during the term of the Agreement.
Interface Support
1. Philips supports DICOM and HL7 communication to and from the EI Software and Services Solutions as per Philip’s standard specifications as published per message type. In the case of new software versions provided hereunder, Philips shall provide the following:
  1. If the EI Software and Services Solutions, interoperability mapping engine, or biomedical device is upgraded to the latest version, Philips will restore inbound and/or outbound communication to the pre-upgrade condition as part of the Upgrade Project, additional fees may apply.
  2. Philips’ interface support does not include the modification of any interface due to interface changes in third party hardware or software or replacement of Philips interoperability mapping engine product with a different interoperability engine product. In the case of a planned upgrade of the EI Software and Services Solutions that involves modifications to the interface specifications, Philips will provide a quote to Customer for additional professional services fee and requires that detailed technical information on such modifications be made available to Philips at least ninety (90) days in advance of the planned upgrade. In such a case, Philips shall work with the third party to understand changes in interface specifications and format and may modify and upgrade the EI Software and Services Solutions to support such new interface specifications at a schedule and additional cost to be mutually approved by Philips and Customer. Philips is not responsible for issues arising from third party modifications to their software or interfaces that result in errors fielding inquires or sending data to EI Software and Services Solutions.
Software Versions and Updates
1. If a new software version or update is available for the EI Software and Services Solutions, and the requirements of the Agreement are satisfied, then Philips will upgrade the EI Software and Services Solutions application software during the term of the Agreement as follows:
  1. Philips will provide Updates and Upgrades (as defined in Schedule 7) of software for the licensed EI Software and Services Solutions applications originally purchased by Customer. Such Updates and Upgrades do not apply to third party software, including, but not limited to, client and server operating system licenses to use such updates, database software licenses, and anti-virus software (unless specifically specified in the Quotation). Such Updates and Upgrades do not include hardware updates or replacement.
  2. Functionality. Customer is entitled to Updates and Upgrades for the EI Software and Services Solutions applications Philips makes generally commercially available to customers having maintenance and support on the same EI Software and Services Solutions application with the same software version and purchased options, original purchased by Customer. Customer acknowledges that certain functionality in current and previous software versions may not be available in future new software versions.
  3. Hardware updates and replacement. Software versions, updates and fixes may require hardware updates or replacement. In the case where hardware refresh option is not purchased, Customer is responsible for any such hardware updates or replacements. Upgrade installation and clinical support of the installation are subject to the terms of this Agreement.
  4. Certain functionality and/or clinical application in current and previous software versions may not be available in future new software versions. Philips will provide supporting documentation to each of the Updates and Upgrades.
2. To receive an Update or Upgrade:
  1. New Order for professional services and hardware, if purchasing from Philips, and a statement of work;
  2. Customer must be in compliance with all terms and conditions of this Schedule and the Agreement including the availability of PRSDC capability and access to the EI Software and Services Solutions by Philips personnel;
  3. Customer must identify one Customer representative, in writing to Philips, that will manage and be responsible for Customer’s selection and scheduling of new software version installations under this Exhibit; and,
  4. The EI Software and Services Solutions that will receive Upgrade or Update must meet the specifications of the Update or Upgrade. Customer shall provide the EI Software and Services Solutions hardware or software necessary to meet such specifications.
3. Unless specifically included elsewhere in this Agreement, software versions and updates do not include: applications that were not purchased with the EI Software and Services Solutions, including any third party software, such as virus protection software, third party custom interface software, operating system software for client device or server hardware.
4. Philips manages and maintains the lifecycle of its products and old versions of the EI Software and Services Solutions are discontinued from time to time. During the term of this Agreement, Customer shall maintain the EI Software and Services Solution at a currently supported version (or one before that) to receive Service or Upgrades under this Exhibit. In the event that Customer refuses to an Update or an Upgrade, Philips may terminate the Service Agreement since it is unable to support discontinued versions of the EI Software and Services Solutions.
Customer Success Management Services
1. During the term of the Agreement Philips will assign a resource familiar with Customer account, key stakeholders, and contract coverage to provide the following:
  1. If applicable, Philips will schedule and deliver a remote coverage and status review meeting annually, at a mutually agreeable date and time. The status meeting will focus on available entitlements and planning. The status review may outline all EI Software and Services Solutions service issues resolved during the previous period and review any open or unresolved issues.
  2. Prior to delivering any new software version, Philips will coordinate with Customer assigned resource to identify and mitigate dependencies relative to the software upgrade and other service agreement entitlements.
  3. The parties will develop a dependency mitigation plan to address resource needs, hardware needs, operating system requirements, interoperability and other dependencies for the deployment of new software upgrade.
Annual Review
1. If applicable, Philips and Customer will annually review the EI Software and Services Solutions covered by the Agreement to match quantities of equipment, connections, site or annual exam volumes being used by Customer and to adjust price if actual usage exceeds any licenses purchased.
Customer Requirements
1. Minimum Network Requirements. Customer shall provide at a minimum a switched 1 Gb/s local area network (LAN) and 5ms latency. Provided Customer with sites reading large studies, such as large CTs (study size > 700 MB and number of frames > 1000) and mammography tomosynthesis Studies, Customer shall provide a 1 Gb/s network adapter and 1 Gb/s end-to-end connection to the server. For Study acquisition scenarios that require ‘stat’ interpretation, Hardware (DICOM processors and storage modules) and Client Devices must reside on a contiguous 1GB/s switched LAN. DSL, cable modem, satellite and other non-commercial-grade technologies should not be used due to high- latency. Issues including delays with image retrieval, delays in Study migration between servers/locations, and application responsiveness issues (pauses, halting) may be experienced when the Software Services is used on a network that does not meet the Minimum Network Requirements.
2. Network Access. Customer shall provide Philips with 24x7 direct VPN remote network access to Customer Provided Hardware to enable Philips to monitor, maintain, upgrade and support the PACS Services. Customer must provide Philips with administrator access to all Software and third-party software installed on Customer Provided Hardware. Customer will allow Philips to establish a site-to-site VPN using either a Philips managed firewall/VPN device or a Customer managed VPN device for secure access to Customer Provided Hardware. Customer shall allow Customer Provided Hardware to send alert messages over the VPN to Philips for proactive monitoring. Customer will work with Philips to establish the VPN and enable the required access to support Customer Provided Customer Provided Hardware. If the VPN is established using Customer’s VPN device AND Customer Provided Hardware is assigned a private IP, Customer will need to work with Philips to translate the private IP to something unique to both networks. This is not necessary if using a Philips supplied firewall/VPN device.
3. Customer shall allow outgoing e-mail from Customer Provided Hardware to access Philips SMTP e-mail service. Email access is required in order for Philips to monitor, maintain, upgrade and support the PACS Services which Customer must use Philips’ secure managed SMTP relay in order to avoid any possible transmittal of unencrypted sensitive data or PHI. Upon reasonable advance notice, Customer shall provide Philips personnel or subcontractors with physical access to all Customer Provided Hardware to support, maintain and upgrade such Customer Provided Hardware.
4. Customer shall notify Philips of any planned VPN connection, network outages or configuration changes that impact Philips remote monitoring or servicing Customer Provided Hardware. Philips shall not be liable for remote support availability issues or other service delays caused by Customer’s failure to permit remote access. If Customer is using Philips Cloud and/or archiving services, a Philips managed VPN device is required.
5. Under no circumstances shall users be permitted to access the Software Services remotely except via a Customer VPN providing adequate security and network functionality establishing a 1 GB connection between the Client Device being used remotely and the server for the Software Services. Philips shall have no liability under this Agreement for events arising from or use of the Software Services remotely by users in a manner not meeting the foregoing requirements.
6. Modalities. Each Customer modality connected to the EI Software and Services Solutions must have a published DICOM format (or successor industry standard) conformance statement. Philips will provide connectivity testing for all Modalities without charge for the initial installation per the project implementation plan. Thereafter, any such services shall be chargeable at Philips then current professional services rates. Philips will not validate the quality of the data generated by Customer modalities. Philips will confirm that the modality will connect to the EI Software and Services Solutions and the EI Software and Services Solutions will be able to store and display the data as delivered by the modality. Philips will cooperate with Customer’s Modality vendors without charge to troubleshoot any Modality connectivity issues.
7. No Modification of Customer Provided Hardware. Customer may not modify, relocate, or install third-party software on Customer Provided Hardware without Philips’ prior written consent. Philips will attempt to reasonably accommodate any Customer requests to relocate Customer Provided Hardware.
Customer Support
1. Customer Support
  1. Customer may report issues or obtain technical support 24 hours a day, 7 days a week by telephoning 877-328- 2808 or online web portal. Philips shall respond to Customer by phone during the Coverage Period for failures rendering all functionality or a substantial proportion of functionality unavailable or unusable which significantly impacts multiple active users and/or affects patient care (“Critical Failure”) of any service plan within 60 minutes of (i) call receipt within the Coverage Period or (ii) commencement of the next Coverage Period if calls are received after hours or within less than 60 minutes from the end of the current Coverage Period (“ Call Response Time”). Prior to contacting Philips, Customer shall perform any problem determination procedures, diagnostic activities and actions detailed by Philips in the Documentation or other customer communications.
  2. Philips includes Philips’ proprietary remote management service (“ RMS” ) which, when configured and enabled, allows Philips to remotely monitor, diagnose and resolve a variety of software issues, and remotely install Updates, through a secure, encrypted internet connection or a secure remote service access (“ SRSA”) virtual private network (“VPN”) connection. As a condition of Philips performing services described herein, Customer shall permit Philips to use its remote access tools as its first call response method for software service requests.
  3. Philips will provide Customer with Customer-requested IP address changes, native DICOM connections, technical Training (as described in Schedule B) and other non-warranty support and services upon request at Philips’ then published rates.
2. Philips shall have no obligation or liability for Software Services problems attributable to any of the following and Customer shall pay Philips, at Philip’s then current rates, for any time Philips spends diagnosing or correcting issues caused by any of the following:
  1. Modifications, additions or attachments to the Operating Environment, or Software Services, unless such modifications are performed by, and at the request of, Philips and such additions and attachments are purchased from, or specified by, Philips;
  2. Customer’s failure to
    1. follow the Documentation;
    2. perform, or permit Philips, to perform routine maintenance
    3. adhere to the Operating Environment; or
    4. adhere to site preparation and environmental specifications;
  3. Misuse, abuse, accident, vandalism, viruses or any other malicious or negligent act or omission by a party that is not under the direct control of Philips;
  4. Environmental conditions, moisture or water, excessive radiation, improper servicing or fire;
  5. Electrical problems caused by power surges, lightning or Customer’s wiring or electrical supply;
  6. Network issues, problems caused by Customer’s other vendors, or issues related to or caused by non-Philips’ equipment, hardware or software.
  7. The Philips customer support center will provide connectivity testing from Philips PACS system to Customer supplied network; any network connectivity issue beyond the Philips managed system will require customer network engineering support.
Hardware Support Coverage
1. If Server Hardware is purchased from Philips and Customer elects to purchase maintenance and support from Philips, Philips or Philips designated third parties, will provide hardware support services during standard coverage hours, Monday through Friday, 8:00 AM to 5:00 PM local time, excluding Philips recognized holidays. Hardware support coverage provides Customer’s technical or biomed support organization with clinical and technical phone support, troubleshooting, parts or repairs as follows:
  1. Support Parts. If included in the Agreement, then Philips will provide the technical and clinical phone support as well as parts for corrective services for Covered System hardware covered under this Schedule. Unless otherwise specified, parts will be shipped via priority delivery.
2. Onsite. Philips or Philips designated Original Equipment Manufacturer (OEM) Service representatives, or third parties will provide the parts, labor and travel for corrective Services for Hardware covered in the Service Agreement Monday through Friday, 8:00 AM to 5:00 PM local time.

Schedule 7-B
Additional Terms and Conditions for Clinical and Technical Education Training – EI (Rev 26.1)

Training Coverage
1. Philips will provide the clinical and technical education and product applications training (“Training”) that Customer has selected from the Philips’ course catalog(s) (“Course Catalog(s)”).
Exclusions
1. Training does not include (a) maintenance or diagnostic related technical training or (b) clinical applications training on hardware or software not installed or provided by Philips.
Scheduling
1. Training must be scheduled at least eight (8) weeks in advance except for on-line training. Changes to scheduled Training must be received in writing by Philips at least two (2) weeks prior to scheduled delivery.
Attendance
1. Philips will train the number of Customer employees (“Trainee(s)”) for the course specified in the Quotation, when space is available. Trainee(s) must meet the minimum admission requirements set forth in the course syllabus, must satisfy all prerequisites prior to admission, and may be required to sign or acknowledge Philips’ safety checklist prior to receiving Training.
Course Location
1. Training may be conducted at Philips’ training facilities, Customer location(s) described in this Agreement (“Site(s)”), through on-line or remote training, or at a third-party location determined by Philips.
Payment Options
1. Education Credit. If Customer purchased education credit, the initial account balance is specified in the Quotation. As Customer requests training services, the account balance will be reduced by the days for the requested course per attendee. If the account balance is exhausted, Customer may add funds/days to the balance account, or request and pays training service at Philips’ then current published list price for the training. Customer is only entitled to use the days which Customer has accumulated overtime. The education credit expires in the end of the calendar year or as indicated in the Quotation, or in case of termination of this Agreement, and no credit for any remaining account balance is carried forward or eligible for refund.
2. Direct Course Purchase. Customer may purchase individual courses at Philips’ then current published prices.
Travel
1. Philips’ travel expenses for all Training delivered at Customer Site are included in the price described in the applicable Course Catalog(s). Unless otherwise indicated in the Course Catalog(s), all travel and living expenses incurred by the Trainee(s) are Customer’s responsibility.
WARRANTY DISCLAIMER
1. PHILIPS MAKES NO WARRANTY THAT ANY TRAINEE WILL PASS ALL OR ANY PORTION OF THE TRAINING COURSES PROVIDED OR THAT THE TRAINING WILL RESULT IN ANY TRAINEE BEING QUALIFIED OR ABLE TO OPERATE THE SYSTEM.

Schedule 7-C

HEALTH SUITE IMAGING (“HSI”) (Rev 26.1)

If HSI service is included in the Quotation, the following additional terms shall apply including those set forth in Schedules 7, 7-A and 7-B.

These service terms supplement for HSI (“HSI Supplement”) are incorporated into the EI Schedule by virtue of this reference. In the event terms set forth herein expressly conflict with terms set forth in the EI Schedule, the terms set forth herein shall govern and control in such instance.

HSI provides Hardware and/ or Software running off-premise remotely / on cloud (“Cloud”), i) in lieu of those otherwise provided on-premises or maintain Hardware and/or Software on-premises under its, or ii) add data archival on Cloud for redundancy as detailed in the Quotation. All is as detailed under the following additional terms.

Software Services Fees
1. Fees: “The Annual Subscription Fee(s) is defined as the combination of (i)data Ingestion for processing, and (ii) data retention Fees for storage set forth on the applicable Quotation and subject to the terms set forth in this HSI Supplement. These fees take into account such elements as Customer’s committed annual number of Studies in production, legacy data migration, the committed Term, Study size, expected costs etc.”
Annual Usage True-Up
1. Upon the expiration of each annual period of the Term. Philips shall perform a true-up of Customer’s actual usage as per below:
  1. if the actual annual usage exceeds the committed Studies, Philips shall bill customer for the overage at the agreed price per Study.
  2. In the case of larger Studies produced, the true up invoice will cover the retention cost proportionally to the Study size increase.
  3. A capped annual Data Egress allowance is six (6) times of the annual number of Studies in production. Any Data Egress volume exceeding the foregoing annual amount are charged by the cloud services provider to Philips and charged by Philips to Customer on an annual basis. For the purpose of clarification, “Data Egress” is defined as data that is extracted from the cloud (e.g., viewing a study/image that exists in the cloud from a workstation. Any egress overages will be provided and then invoiced to Customer as part of the Philips cloud data metering process at the rate of $75 per TB.
2. The Committed Annual Study Volume is specified in the Quotation. There will be no credit or refund for under usage versus the Committed Annual Study Volume.
Optional Components
1. Datacenter Bandwidth Requirements. Philips requires that Customer will need to comply with the Philips HSI network guidelines. In addition, Philips recommends Customer to have an additional redundant network available from a different provider.
Privacy and Data Protection
1. Data usage. Customer agrees that Philips and/or its affiliates may use any data, other than personal data, generated by a Product and/or otherwise provided by Customer to Philips for Philips’ own legitimate business purposes including, but not limited to, for data analytics activities to determine trends of usage and advise on the use of products and services, for research, product and service development and improvement (including the development of new offerings), and for benchmarking purposes.
Post Expiration/Termination Obligations. Customer shall elect one of the following options set forth in Section 5.1 or Section 5.2 for migration or maintenance of Customer data following expiration or termination of this Services Attachment:
1. Customer Managed Migration of Customer Data
  1. Customer may retrieve Customer data over the network to an on premise DICOM-compliant archive. Customer must retrieve all Customer data within a reasonable period of time (the “Migration Period) subject to the same Annual Subscription fees applicable to the last annual period of the Term for new studies occurring prior to expiration or termination of the Agreement, during the Migration Period, Customer can select the services to remain available – Enterprise Viewer, diagnostic reading or others to access the Studies resided and archived in the System prior to the termination/expiration of the Agreement at the standard service charge.
  2. Upon the earlier of expiration of the Migration Period or upon the completion of migration of Customer data, Customer shall immediately cease use of the Software and certify to Philips in writing of the same. This Section shall survive the expiration or termination of the Services Attachment. For clarity, Customer agrees and acknowledges that upon expiration of Migration Period, Philips will permanently delete all information and images stored in both the on premises server(s) and storage (if applicable), as well as, any cloud storage or Philips’ managed servers unless Customer purchases Dormant Retention Service from Philips as set forth in the Quote.
2. Philips Managed Migration of Customer Data
  1. Customer may elect to have Philips manage the migration of Customer data on the Server to a third-party DICOM-compliant archive within a reasonable period of time Customer shall pay Philips on a monthly basis: (i) charges for any Philips personnel participating in such migration equal to Philips’ then current time and materials rate (ii) Philips’ reasonable travel and out-of-pocket expenses incurred in assisting with migration and (iii) The continuance of the Cloud service to enable the Philips migration depending customer requirement , including applicable (i) Annual Subscription fees occurring during the migration period, based on the last annual period of the Term occurring prior to the expiration or termination of the Agreement. and (ii) If there are any new Studies sent to the System during the migration period, Customer shall pay additional fee associated with such new usage based on the last annual period occurring prior to the expiration Or termination of the Agreement. Upon the earlier of expiration of the migration period or upon the completion of migration of Customer data, Customer shall immediately cease use of the Software Services certify to Philips in writing of the same. This Section shall survive the expiration or termination of the Agreement. For clarity, Customer agrees and acknowledges that upon expiration of migration period or destruction of the Server, Philips will permanently delete all information and images stored in on premises server(s) and storage (if applicable) as well as, any application cloud or Philips’ managed servers unless Customer purchases dormant retention service from Philips as set forth in the Quote.
3. Continuation of PACS services usage Post Migration Period. In the event Customer continues to send new Studies to the Software Service at any time after expiration of the applicable migration period under Section 5.1 or 5.2 of this HSI Schedule, Philips shall have the right to continue billing Customer the Annual Subscription Study Usage and Storage fees that applied during such applicable migration period.
4. Use post termination for Material Breach of Customer. Nothing in this Agreement, including Section 5 of this schedule, shall permit Customer to add new studies to the Service hardware post termination of the Agreement by Philips for material breach by Customer.
Maintenance. Maintenance is performed during Normal Business Hours, except for Data Center maintenance.
Data Retention and Scope of Work
1. Notwithstanding Philips’ obligation to retain Customer’s ingested data in accordance with the terms of this HSI Supplement, all legal obligations and liabilities regarding the retention of patient medical records and other data remain Customer’s sole responsibility. In addition, Customer is solely responsible for developing its own records retention policy and for determining the specific retention periods required under local, state and federal laws.
2. The Final Disposal of ePHI Certificate will ensure the privacy and security of protected health information in the maintenance, retention, and eventual destruction/disposal of such media. Destruction/disposal of protected health information will be carried out, solely by Philips, in accordance with federal and state law, state policy and as defined in Philips retention policy. The schedule for destruction/disposal shall be suspended for records involved in any open investigation, audit, or litigation. The foregoing does not impact Philips’ contractual obligations with respect to back-up services, if applicable.
3. Agreements between Philips and its business associates as defined under HIPAA or applicable laws will provide that upon termination of the Term, Philips will return or destroy/dispose of all consumer health information. The destruction will be documented in writing sent to Customer.

Uptime Service Level Obligation. The following sections shall apply only for HSI critical software services running in the Cloud limited to: (i) data storage in the cloud, (ii) basic diagnostic reading capability in the Cloud (new Studies only), and (iii) reporting using PACS reporting module (manual text only) (“Critical Software Services”). Philips does not warrant that the Critical Software Service is uninterrupted or error free.

Definitions.
1. “Standard Point of Demarcation” means the network connection interface on the System. For clarity’s sake this means that if the Network is down (due to circumstances not related to Philips or cloud service) that does not lead to Unscheduled Downtime.
2. “Unscheduled Downtime” means all time that the Critical Software Services cannot be accessed beyond the Standard Point of Demarcation by all authorized users due to a cause that originates within the Server or Critical Software Services. Unscheduled Downtime does not include Scheduled Downtime or External Downtime Measurement of Unscheduled Downtime begins when Customer calls Philips customer support of the existence of Unscheduled Downtime. Philips customer support will immediately issue and log a trouble ticket upon confirmation of Unscheduled Downtime. Unscheduled Downtime ends when Philips customer support confirms and records the resumption time of the availability of the Critical Software Services. For the purposes of this subsection, Unscheduled Downtime shall not include issues arising from storage exceeding the annual amount included in the Software Service set forth in Exhibit A to this Service Attachment or files not within the scope of the Software Service of Exhibit A to this Services Attachment.
3. “Scheduled Downtime” means all time that the Software Services (including Critical Software Services) cannot be accessed due to scheduled maintenance including, but not limited to, preventative maintenance, updates, upgrades, scheduled reboots and restarts. Philips will work with Customer to determine a mutually agreeable time for Scheduled Downtime; however, in the event that downtime is required to remedy a critical issue, including without limitation a patient-care issue, FDA reportable event or HIPAA related issue, Customer must permit Scheduled Downtime within 24 hours.
4. “External Downtime” means all time that the Software Services (including Critical Software Services) cannot be accessed due to causes beyond Philips’ reasonable control and occurring without its fault or negligence, including, without limitation, war, terrorism, strikes, fires, floods, governmental restrictions, power failures or surges, computer viruses that circumvent industry-standard virus protection measures, disruptions in utility service or manual shutdowns by Customer or issues arising from Customer’s Client Devices or IT infrastructure.
Uptime Service Level Commencement. The uptime service level obligation commences ninety (90) days after First Date of Access. Calculation of uptime shall be measured monthly thereafter (“Monthly Period”). For purposes of clarification, no months that were previously included in a Monthly Period may in included in the calculation of another Monthly Period.
Subject to the remedies set forth in Sections 8.4 and 8.5, Philips agrees that the Critical Software Services in the Cloud will be available 99.99% of the time during any given calendar month. Uptime for a given calendar month is measured using the following formula:
Total number of minutes in a Monthly Period – Minutes of Unscheduled Downtime X 100%

Total number of minutes in a Monthly Period

For purposes of the uptime service level obligation, a 31-day month has 44,640 minutes, a 30-day month has 43,200 minutes, a 29-day month has 41,760 and a 28-day month has 40,320 minutes.

Discount for Unscheduled Downtime. In the event that Philips is unable to meet the Uptime Warranty in a particular month, Philips shall discount that monthly fee as follows:

UPTIME PERFORMANCE	DISCOUNT
99.99% < x	None
99.5% < x < 99.99%	5%
99.0% < x < 99.5%	10%
x < 99.0%	15%

Sole and Exclusive Remedy. The discounts set forth in Subsection 8.4 are Customer’s sole and exclusive remedy related to any downtime of the Critical Software Service in the Cloud or failure to achieve the 99.99% uptime metric under Section 8.

Schedule 7-D

Philips HealthSuite Imaging (“HSI”) Data Protection Service (Rev 26.1)

If HSI Data Protection Service is included in the Quotation, the following additional terms shall apply in addition to those set forth in Schedules 7, 7-A, and 7-B.

The HSI Data Protection Service provides an off-site archive copy for Philips PACS data remotely on cloud to protect Customer’s data against major disasters at Customer site, causing destruction to on-premises PACS hardware specifically, from fire, flood, tornado, earthquake and/or cyberattack (each a “Disaster”). This service does not fix any corrupt or missing files or images and is solely a Disaster copy of what exists in the primary PACS database and patient image customer archive at the time of the service performance. Philips makes no warranties that the content is accurate or error-free. Customer is solely responsible for the content sent to and entered in the PACS.
HSI Data Protection Service includes the following components:
1. Backup of Image Data. Upon completion of the initial copy of a full Disaster copy of the Philips PACS, Philips will back up a copy of all new image data added onto the Philips PACS to an off-site archive remotely on cloud, within twenty-four (24) hours of its loading onto the Philips PACS. This will support the restoration efforts of image data in the event of a Disaster at Customer site. Data protection will start once the full initial migration is completed.
2. Backup of Database. Philips will back up Philips PACS database at regular intervals no less than once per day at the conclusion of normal business hours to support the creation of the Disaster copy.
3. Data Recovery Warranty. If there is a loss of data at Customer site, Philips will use reasonable efforts to restore the most recent data set within 96 hours of notice of data loss following Customer’s request and Customer i) providing sufficient bandwidth connection as described in Section 3 below and ii) making its Vue PACS available for the data to be restored. Philips will use reasonable efforts to make each additional data set available in 96-hour increments thereafter until all data is available. This is the sole and exclusive remedy to Customer for this service performance.
4. The Fee for Data Protection Service includes the data archiving and retention on the cloud only based on the Annual Study Volume commitment as set in forth in Exhibit A. Customer will be billed for the additional volume in excess of the Annual Study Volume committed in Exhibit A per the Annual Usage True-Up process as described in Section 2.5 below.
5. Recovery fee: Customer will also be charged separately at the then current rates, to perform a data rebuild/restoration of a production PACS on-premise, including data retrieval, hardware replacement, installation, configuration and travel expenses for disaster recovery services for a loss of data not caused by Philips.
6. Annual Usage True-Up: Upon the expiration of each annual period of the Term, Philips shall perform a true-up of Customer’s actual usage as per below:
  1. In the event that the actual annual usage exceeds the committed Studies, Philips shall bill Customer for the overage. In the case of additional Studies produced, the true up invoice will cover the Study overage at the Fee per Study (FPS) set forth in Exhibit A in effect for the period for overages.
  2. In the case of larger Studies produced, the true-up invoice will cover the retention cost proportionally to the Study size increase. The quote is for data protection for average Study size under 400MB (200MB compressed). During the annual true up, if the average Study size is over the 400MB (200MB compressed), the true up invoice will increase the price per Study at the prorated rate. For example, if the average Study size is 450MB, this is 12.5% over the limit. Then the price per Study will be raised by 12.5%.
  3. The Committed Annual Study Volume is specified in Exhibit A/Quotation. There will be no credit or refund if Customer’s usage is below the Committed Annual Study Volume.
Billing
1. The true-up invoice shall be issued upon completion of the true up at the end of a contract year by Philips.
Customer Bandwidth Requirements
1. Philips obligation to provide this service is subject to Customer to complying with Philips HSI network guidelines set forth in the statement of work.
Limitation of HSI Data Protection Service
1. The HSI Data Protection Service is not a business continuity service but to provide Customer with offsite storage of a copy of its data in the event of Disaster only.
2. The HSI Data Protection Service data cannot be accessed during normal circumstances.

Schedule 8
MRI Coil and Disease Management Solutions Portfolio (Rev 26.1)

Product Category	Products
Magnetic Resonance Imaging (MRI) Coils	Capital Coils
Consumables	Consumables Coils
Disease Management Solutions	UroNav and DynaCAD

Prices
1. Unless stated otherwise on the face of the Quotation, the Quotation will remain valid for 60 days unless withdrawn or changed by Philips DS North America, LLC.
Shipment
1. Philips DS North America, LLC will use reasonable efforts to ship the product to Customer (i) by the mutually agreed upon shipment date, (ii) by the date stated in the Quotation, or (iii) as otherwise agreed in writing. Philips DS North America, LLC will ship the product according to Philips DS North America, LLC’s standard commercial practices.
Payment Terms
1. Quotation. Philips may quote and invoice the Philips DS North America, LLC products in the name of its affiliate, Philips DS North America, LLC.
2. Payment Terms: Unless otherwise specified in the Quotation, Philips DS North America, LLC’s will invoice Customer and Customer will pay such invoice on receipt as follows: 100% of the purchase price shall be due 30 days from Philips DS North America, LLC’s. invoice date.
3. Purchase Orders. Customer must submit separate and unique purchase orders for the Products listed in this Product Specific Schedule to Philips DS North America, LLC.
  1. For Philips DS North America, LLC:
    Philips DS North America, LLC.3650 NE 53rd Avenue
    Gainesville, FL 32609
    Tel: 1-877-468-4861
4. Invoices. Unless otherwise specified in the Quotation, Philips DS North America, LLC will issue one invoice(s) for the Products identified on this Product Specific Schedule under “Philips DS North America, LLC” and a separate and unique invoice(s) for the Products listed in all other Product Specific Schedules under “Philips”. Philips DS North America, LLC will invoice Customer, and Customer will pay such invoice for each product in accordance with the payment terms set forth in the applicable Product Specific Schedule attached to these Conditions of Sale and remit payment to the locations stated in each invoice.
5. Credit Approval. Payment terms are subject to credit approval.
  1. Support Services. If any, shall be invoiced and paid as set forth on the Quotation.
Return Policy
1. If there is a problem with an order, Philips DS North America, LLC wants to correct it as soon as possible. Please note the following instructions before returning merchandise to Philips DS North America, LLC.
2. Buyer must first receive a Returned Goods Authorization (RGA) from the Philips DS North America, LLC Customer Service Department in Gainesville, Florida at 1-877-468-4861 Philips DS North America, LLC. If an RGA is issued, Buyer is responsible for all costs associated with the return. Returns will be subject to a fifteen percent 15% restocking fee.
3. Returns after 60 days of shipment shall be subject to a restocking charge.
4. Philips DS North America LLC does not accept returns of Consumables Products that have been opened, are expired or damaged. Please contact Philips DS North America LLC Customer Service Department at 1-877-468- 4861 for guidance on any returns.
Installation
1. For Products with installation included in the purchase price, acceptance by Customer occurs upon completion of installation by Philips DS North America, LLC. For Products without installation included in the purchase price, acceptance by customer occurs upon delivery. If Customer schedules or delays installation by Philips DS North America, LLC, more than 30 days after delivery, Customer’s acceptance of the Products will occur on the 31st day after delivery.
Product Warranty
1. In addition to the limited warranties stated herein, Philips DS North America, LLC may provide limited product-specific warranties that are set forth in separate Philips DS North America, LLC warranty documents incorporated herein by reference.
  STANDARD PRODUCT WARRANTY PERIODS
  
  MRI Coils - Three years, parts and factory repair labor
  
  Disease Management Solutions Products - One (1) year, parts and factory repair labor
  
  Sentinelle coils – One year, parts and factory repair labor
  Parts and Accessories – 90 days, replacement Supplies
  Consumable Items and repaired product – 30 days, replacement
2. Philips DS North America, LLC’s sole obligations and Customer's exclusive remedy under any product warranty are limited, at Philips DS North America, LLC’s option, to the repair or the replacement of the product or a portion thereof, within thirty (30) days after receipt of written notice of such material breach from Customer (“Product Warranty Cure Period”) or, upon expiration of the Product Warranty Cure Period, or to a credit or refund of a portion of the purchase price paid by Customer. Warranty service outside of normal working hours (i.e., 8:00 AM to 5:00 PM, Monday through Friday, excluding Philips DS North America, LLC’s observed holidays), will be subject to payment by Customer at Philips DS North America, LLC’s standard service rates.
3. Customer shall at all times during the warranty period specified in this Agreement provide Philips DS North America, LLC suitable connection to the product through Customer's network for Philips DS North America, LLC use in remote servicing of the Product.

Schedule 9
Non Diagnostic Enterprise Operational Informatics (EOI) Software Solutions Schedule (Rev 26.1)

Product Category	Products
Non Diagnostic Enterprise Operational Informatics (EOI) Software Solutions	PerformanceBridge Software Solutions

This Product-specific Schedule is subject to and incorporated into the Conditions of Sale. Without limiting the applicability of Section 13.14 (Product-Specific Terms) therein, the following sections of the Conditions of Sale do not apply to this Schedule 9: 1.4 and 1.6 (Quotation, Order, and Payment), 2 (Lease and Trade-In), and 3.2 and 3.3 (Shipment and Installation).

Definitions
1. “Acceptance” of all EOI Software Solutions shall occur upon the License Commencement Date. Customer shall promptly sign the Philips’ Customer Acceptance Form, at such time. All fees for licenses commence at the same time and, in the event of multiple sites, all licenses and fees start upon the License Commencement Date for the first site, unless otherwise provided on a Quotation. If Customer does not sign the Philips’ Customer Acceptance Form within five (5) days of the completion of testing and implementation, Customer shall then be deemed to have accepted the EOI Software Solutions as of the end of the acceptance testing period. In any event, Customer shall be deemed to have accepted the EOI Software Solutions upon use thereof.
2. “Client Device” shall mean a computer, workstation, terminal, or other electronic device used to access the Product.
3. “License Commencement Date” shall mean the date that Philips makes the EOI Software Solutions available to Customer for first use consistent with the usage rights and restrictions under the terms of this Agreement and upon completion of the installation of any server(s) provided by Customer as part of Customer Provided Hardware or purchased through Philips and related network infrastructure.
4. “Quotation” shall mean the Philips quote affixed to this schedule signed by Customer for the Philips EOI Software Solutions. Each Quotation shall list all the fees and any license limitations applicable to customers purchase of licenses, maintenance and support, professional services, including all installation, migration, interfacing tasks set forth on a Statement of Work. All Licenses fees, maintenance fees, subscriptions fees and professional services fees, as applicable, shall be payable per the payment terms in the Quotation.
5. “Statement of Work” shall mean the Philips statement of work signed by Customer and Philips at time Customer places its order to purchase EOI Software Solutions. A statement of work shall be required for EOI Software Solutions and such document shall address in general terms all interfacing and professional services delivery project scope requirements, at minimum.
6. “Updates” means fixes or corrections for Software bugs to enable the Software to substantially perform in accordance with its Documentation which is typically designated by a change in the third number in the series (always can be found to the right of the decimal point). Software Update is made generally available to its customer that are under a service or maintenance agreement or subscription term, subject to any limitations set forth in the applicable Quotations or Agreement schedule. Updates do not include new products, modules or extensions for which Philips elects to charge separately.
7. “Upgrades” means a new version or release of software that contains new features and enhancements to functionality and may include a change to the platform. A new version and release, under this definition, are typically designated by a change in the first or second number in the series (which can always be found to the left of the decimal point). Software Upgrades are made generally available to its customer that are under a service maintenance agreement or subscription term, subject to any limitations set forth in the applicable Quotations or Agreement schedule. Customer will be charged for professional services fees and other fees as a result of a change associated with the Upgrades, as detailed in the Quotation. Notwithstanding the foregoing, Upgrades do not include new products, platform, modules or extensions for which Philips elects to charge separately; provided however, such Upgrades has a substantial change from the previous major version with respect to product feature(s) or underlying technology. New optional licensable software may be available for additional software and services fees and shall not include Software changes with a version change in the first or second number in the series.
Payment Terms
1. Customer shall pay Philips invoices per the payment terms set forth in the Quotation or within 30 days of Philips’ invoice date.
License Term and Limitations
1. Notwithstanding anything contrary in the Conditions of Sale, the following license terms and restrictions shall apply and govern such issues:
2. EOI Software Solutions Capital Model with Separate Optional Maintenance and Support Purchase Option. This model is a perpetual license to an EOI Solution, commencing upon the License Commencement Date, subject to the license provisions in the baseline agreement and any usage limitations set forth on the quote, as well as Sections 3.5 - 3.7. Furthermore, in addition to the warranty set forth in Section 3.4, Philips shall provide the maintenance and support services set forth in Schedule 9-A affixed to this Agreement for such warranty period only. Customer’s purchase of maintenance and support services post warranty of the Term License shall be provided under the terms of these Conditions of Sale, including Schedule 9-A; provided that, Customer issues a purchase order with a separate line item listing the post warranty maintenance and support purchase per the Philips post warranty service Quotation. Philips shall have no obligation to perform maintenance and support, for any period post warranty that Customer has elected not to purchase maintenance and support agreement coverage.
3. EOI Software Solution Subscription Option. Under the subscription service model, commencing upon the License Commencement Date Customer receives an annual subscription license for the number of years set forth on the Quotation (“Subscription License Term”), and the maintenance and support set forth in Schedule 9-A affixed to this Exhibit for the entire Subscription License Term for one annual fee. (“EOI Software Solution Subscription Option”). Thereafter, the then current EOI Software Solution Subscription Term shall expire on the end of the last anniversary date of the Subscription License Term, unless Customer renews the subscription term prior thereto.
4. Products Warranties. The warranties set forth in Section 4 (except Section 4.2) in the Conditions of Sale shall apply to sales of the EOI Software Solutions purchased under Section 3.2 of this schedule.
5. All Licenses are subject to a limited number of sites (by physical address), users, connections and exam volume set forth in the Statement of Work. In all cases a “Site” shall mean a unique physical street address for imaging equipment that has usage information sent to or pulled by the EOI Software Solution Licensed Software and “End Users” shall mean end users that are employees or contract temporary employees by Customer legal entity. In no event shall another medical device manufacturer, distributor, or independent service organization use or have access to EOI Software Solutions.
6. Prior to the assignment of any Licenses, including an assignment pursuant to a purchase of substantially all of Customer’s assets, organic growth or expansion plans, Customer will provide Philips with written notice along with reasonable data to determine how such events will impact the licensing limitations applicable to each License. These events may require Customer purchase additional Licenses to address a change in the number of Users, Sites, connections and Annual Exam Volume prior to the use of EOI Software Solutions for such events.
7. Subject to fulfillment of any payment obligations by Customer arising from the use of the EOI Software Solutions, Philips grants Customer the applicable license under the model quoted. All EOI Software Solution licenses are, non-exclusive, non-transferable and subject to compliance with the usage, rights and restrictions set forth in the Agreement and solution description on the Quotation.
8. Termination Fees. In the event customer provides written termination notice other than Philips’ uncured material breach or is in material breach of its obligations arising therefrom and Philips terminates the Agreement for such models, Customer shall promptly pay Philips all charges for the EOI Software Solutions provided through the date of termination plus a “Termination Charge” equal to the fees that Philips would have been entitled to receive for the balance of the Term for such licenses, maintenance and support purchased, and/or subscription period. The parties agree that all fees were negotiated based upon Customer’s commitment to the full Term. Philips’ damages in the event that the Term is terminated early would be difficult or impossible to ascertain. The Termination Charge is intended, therefore, to establish liquidated damages in the event of termination and is not intended as a penalty.
Billing based on Customer Delays and Pricing
1. All installations of the EOI Solutions shall commence no later than 90 days from the date Philips received a customer order for such solution (“EOI Solution Required Installation Commencement Period”). Philips shall have the right to commence billing on the earlier of (i) License Commencement Date or (ii) expiration of the Required Installation Commencement Period, the later only to extent installation of an EOI Solution on a Customer Provided Hardware has not started. In all cases, acceptance for EOI solutions occurs on the License Commencement Data shall mean the date Philips makes the EOI Solution available for use to Customer upon completion of installation of such licensed software on Customer Provided Hardware.
2. Offset. Payment obligations for the fee set forth on a Quotation for EOI Software Solutions are independent fee obligations not subject to offset.
3. Subscription Service fees may be increased by Philips annually by the greater of (i) 5% per year or (ii) the most recently published 12-month percent change in the United States consumer price index for medical care services (CPI-MCS) as of the annual anniversary of Go-Live.
Philips Ownership in the EOI Software Solutions
1. The Licenses granted under these Conditions of Sale for all EOI Software Solutions offered under Sections 3.2-3.3 of this schedule shall not affect the exclusive ownership by Philips of the Licensed Software or of any trademarks, copyrights, patents, trade secrets, or other intellectual property rights of Philips (or any of Philips’ suppliers) relating to the Licensed Software. Philips retains all rights, title, and interest to all intellectual property in or arising from the Licensed Software.
Cancellation
1. The term set forth on the Quotation (“Term”) is non-cancellable before the expiration date of the Term. Each Quotation will commence on its respective effective date and thereafter will remain in effect forth entire Term stated therein.
Statement of Work for all EOI Software Solutions Subscription and Data Usage
1. A Statement of Work identifying the License criteria (as indicated above in Section 3.5), Customer’s and Philips’ responsibilities for software implementation, training and/or any professional service deliverables (as applicable) must be signed in writing by both parties and submitted with Customer’s purchase order. As part of the implementation of an EOI Software Solutions, Philips shall provide benchmarking information to all of its customers in general about Customer user base as it applies to their use of the EOI Software Solution as a whole and best practice information based on lessons learned by our users. However, in doing so, Philips shall de-identify Customer data. Philips may use Customer information in support of such benchmarking deliverable and such process of de-identification shall occur on Customer’s premises. Separation of such from the benchmarking database is impossible, therefore Philips shall have the right to continue using such data upon expiration of this Agreement; provided that, Philips protects it and indemnifies for such use pursuant to this Section 8. In no event shall Philips’ use Customer’s name in a press release or marketing materials, without the express written consent of Customer. Philips does reserve the right, and may, use benchmarking information in marketing materials or advertising to extent made in compliance with this Agreement and not attributed to one specific customer. Philips may use such de-identified information to improve the EOI Software Solutions, including serviceability thereto, as well as the Philips products to which such de-identified data arose. In all cases, such improvements are made available for purchase to all EOI customers. Philips shall defend, indemnify, and hold Customer harmless from any breach of its obligations under this Agreement with respect to permitted use of de-identified data for benchmarking purposes, marketing, advertising, or improving the serviceability of the EOI Software Solutions. A Statement of Work, if required as defined in the product schedules, must be signed in writing by both parties and submitted with Customer’s purchase order. Philips may reject orders in the absence of the Statement of Work.
2. Philips’ project personnel shall perform the tasks set forth in the Statement of Work. Philips retains all rights, title, and intellectual property, in all ideas, methods, or algorithms used by the Philips project team to fulfill any obligations under a Quotation. Customer does own a copyright to the specific Customer reports delivered by the Clinical Consultant (Solution Advisor); provided that, Customer receives a perpetual, irrevocable, non- transferable license to use such reports to support customer’s workflow improvement and technician training internal business purposes. The Clinical Consultant (Solution Advisor) is not customizing software code or reporting generation features. All rights, title, and interest, in the Licensed Software used to generate the reports and the EOI Software solution remains with Philips, except for the Licenses granted hereunder to Customer and the copyright to Customer report delivered to Customer. Notwithstanding the foregoing, Customer owns all Customer data. Philips may solely use such data to fulfill its obligations and per this Agreement.
Customer Provided Hardware/Customer Managed IT Support Structure
1. Customer Provided IT Infrastructure. Customer shall be responsible to procure all hardware (including server, storage, and client devices) and network bandwidth as set forth in the Statement of Work (“Customer Provided Hardware and IT Infrastructure”). In all cases, Customer shall be solely responsible to manage anti-virus threats as it applies to the Licensed Software and backing-up data daily. Therefore, Customer is responsible for all data loss; except for data loss solely arising from Philips providing maintenance and support on the Licensed Software remotely; further provided, Philips’ responsibility in such instance shall be limited to the period of time preceding that date that Customer was obligated to perform data back-up hereunder.
2. Customer Client Device Types. EOI Software Solutions may solely be used with client device types and minimum configuration specifications set forth on the Statement of Work. In all cases, EOI Software Solutions are not designed nor recommended for mobile device use. Philips shall not be responsible for issues arising therefrom.
3. Interfaces. For those Customer’s purchasing interface services listed in the statement of work, for which Philips would have to create new interface code to work with third party vendor software, Customer shall ensure that such third parties have completed such interface work for their software by the interface testing date set forth in the project plan. Any delays in meeting such date are the sole responsibility of Customer. If Customer has not fulfilled its interface obligations by such time, Philips may, at its discretion, terminate any interface obligations and refund any pre-paid amounts for interfaces, except for amounts representing the cost for work performed by Philips prior to such termination which Philips shall be entitled to retain. Customer will execute any documentation reasonably requested by Philips to document such terminated interfaces. Upon Philips issuance of a refund in accordance with this section, Customer shall be deemed to have accepted the applicable Philips products. Any interfaces terminated shall be re-evaluated under a separate new sales contract, when Customer’s third-party vendor is available to perform interface testing at such time.

Schedule 9-A
Annual Maintenance and Support for the EOI Software Solutions (Rev 26.1)

TELEPHONE AND REMOTE SUPPORT
1. Telephone Support. Telephone and Remote Support coverage is included with all software maintenance agreements. Technical and Clinical Telephone and Remote Support coverage services are available 24 hours per day, 7 days per week including Philips recognized holidays.
2. Remote Access and Diagnostics. Philips may remotely access the EOI Software Solution to perform Services. Customer shall provide Philips remote access to the EOI Solution.
3. On-Site Software Resolution Response. Philips primary method for software services is telephone and Philips Remote Services Data Centre (“PRSDC”). Philips, at its sole discretion, may provide on-site software support services to resolve software issues that cannot be resolved through Philips’ primary resolution method. On-site service is next business day, Monday through Friday 8:00 AM to 5:00 PM local time, excluding Philips recognized holidays, and includes labor and travel necessary for the delivery of corrective services.
4. InCenter Access. Philips will provide Customer access to Philips web based support tool for the system(s) covered under this Agreement.
5. Online Education. Customer shall be entitled to unlimited access to the virtual classroom at the online Philips Learning Center during the term of the Agreement.
INTERFACE SUPPORT
1. Philips supports DICOM and HL7 communication to and from the EOI Software Solution as per Philip’s standard specifications as published per message type. In the case of new software versions provided hereunder, Philips shall provide the following:
  1. If the EOI Solution, interoperability mapping engine, or biomedical device is upgraded to the latest version, Philips will restore inbound and/or outbound communication to the pre-upgrade condition.
  2. Philips' interface support does not include the modification of any interface due to interface changes in third party hardware or software or replacement of Philips interoperability mapping engine product with a different interoperability engine product. In the case of a planned upgrade of the EOI Solution that involves modifications to the interface specifications, Philips requires that detailed technical information on such modifications be made available to Philips at least 90 days in advance of the planned upgrade. In such a case, Philips shall work with the third party to understand changes in interface specifications and format and may modify and upgrade the EOI Solution to support such new interface specifications at a schedule and additional cost to be mutually approved by Philips and Customer. Philips is not responsible for issues arising from third party modifications to their software or interfaces that result in errors fielding inquires or sending data to an EOI Solution.
SOFTWARE VERSIONS AND UPDATES
If a new software version or update is available for the EOI Solution, and the requirements of the Agreement are satisfied, then Philips will upgrade the EOI Solution application software during the term of the Agreement as follows:
1. Philips will provide Updates and Upgrades of software versions and updates of software for the licensed EOI Solution applications originally purchased by Customer. Such Updates and Upgrades do not apply to third party software including, but not limited to client and server operating system licenses to use such updates, database software licenses, and anti-virus software (unless specifically specified in the Quotation). Such Updates and Upgrades do not include hardware updates or replacement.
  1. Hardware updates and replacement. Software versions, updates and fixes may require hardware updates or replacement. In the case where hardware refresh option is not purchased, Customer is responsible for any such hardware updates or replacements. Upgrade installation and clinical support of the installation are subject to the terms of this Agreement.
  2. Certain functionality and/or clinical application in current and previous software versions may not be available in future new software versions. Philips will provide supporting documentation to each of the Updates and Upgrades.
2. To receive an Update or Upgrade:
  1. Customer must be in compliance with all terms and conditions of this Schedule and the Conditions of Sale, including the availability of PRSDC capability and access to the EOI Solution by Philips personnel;
  2. Customer must identify one Customer representative, in writing to Philips, that will manage and be responsible for Customer’s selection and scheduling of new software version installations under this Exhibit; and
  3. The EOI Solution that will receive the Upgrade or Update must meet the specifications of the new Update or Upgrade. Customer shall provide the EOI Software Solution hardware or software necessary to meet such specifications.
  4. Philips manages and maintains the lifecycle of its products and old versions of the EI Software and Services Solutions are discontinued from time to time. During the term of this Agreement, Customer shall maintain the EI Software and Services Solution at a currently supported version (or one before that) to receive Service or Upgrades under this Exhibit. In the event that Customer refuses to an Update or an Upgrade, Philips may terminate the Service Agreement since it is unable to support discontinued versions of the EOI.
    **Unless specifically included elsewhere in this Agreement, software versions and updates do not include applications that were not purchased with the EOI Software Solutions, including any third party software, such as virus protection software, third party custom interface software, operating system software for client device or server hardware.
CUSTOMER SUCCESS MANAGEMENT SERVICES. During the term of the Agreement, Philips will assign a resource familiar with Customer account, key stakeholders, and contract coverage to provide the following:
1. If applicable, Philips will schedule and deliver a remote coverage and status review meeting annually, at a mutually agreeable date and time. The status meeting will focus on available entitlements and planning. The status review may outline all EOI Software Solution service issues resolved during the previous period and review any open or unresolved issues.
2. Prior to delivering any new software version, Philips will coordinate with Customer assigned resource to identify and mitigate dependencies relative to the software upgrade and other service agreement entitlements.
3. The parties will develop a dependency mitigation plan to address resource needs, hardware needs, operating system requirements, interoperability and other dependencies for the deployment of new software upgrade.
ANNUAL REVIEW. If applicable, Philips and Customer will annually review the EOI Solutions covered by the Agreement to match quantities of equipment, connections, site or annual exam volumes being used by Customer and to adjust price if actual usage exceeds any licenses purchased.

Schedule 10

Clinical Insights Manager (Rev 26.1)

Application of Terms and Conditions of Sale
1. This Clinical Insights Manager Product Specific Schedule (“Schedule”) is subject to and incorporated into the Conditions of Sale. Without limiting the applicability of Section 13.14 (Product Specific Terms) therein, the following sections of the Conditions of Sale do not apply to this Schedule: 1.4 and 1.6 (Quotation, Order, and Payment), 2 (Lease and Trade-In), 4.1 through 4.6 (Product Warranty), and 9 (Licensed Software).
Definitions
1. Bed(s) means patient bedsides belonging to Customer that are an endpoint for data collected by the Subscription Service.
2. Deliverables means materials, work products, and documentation provided and/or delivered as part of the Professional Services.
3. Documentation means the Instructions for Use (IFU) for the Subscription Service provided by Philips as may be updated from time to time by Philips.
4. High Fidelity Data Export means an on-premises data analytics option (that is a non-cloud based solution) that is part of the Clinical Insights Manager family of products. If Customer is purchasing Enterprise Monitoring as a Service (“EMaaS”), this option would not apply.
5. Maintenance means the tracing or repairing of defects of the Subscription Service through Updates and Upgrades made available from time to time, at the discretion of Philips, according to the Service Level Agreement.
6. Order Effective Date means the date the Quotation is accepted by Customer, as evidenced by the signature of Customer’s authorized representative on such Quotation.
7. Order Term means the period(s) of time specified on the Quotation during which Customer may have a license to access the Subscription Service(s), Professional Services, as described on the Quotation. Each renewal of an Order Term shall be referred to as a (“Renewal Term”).
8. Professional Services means the services ordered by Customer and provided by Philips pursuant to this Schedule, including but not limited to installation, implementation, and training, excluding the provision of any Technical Support Services or Maintenance with respect to the Subscription Service or Software.
9. Protected Health Information (PHI) has the meaning as defined at 45 C.F.R. § 160.103 and is limited to the information Philips (as Customer’s Business Associate) received from, or created, received, maintained or transmitted on behalf of, Customer.
10. Quotation means the quotation offered by Philips and accepted by Customer that describes, among other things, the Services, term, number of licensed Beds, and price.
11. Service Level Agreement means Philips’ Service Level Agreement for Subscription Service as of the Order Effective Date, which is attached hereto as Exhibit A to Schedule 1 of this Agreement. Philips reserves the right to publish revisions to the Service Level Agreement from time to time.
12. Services means, collectively, the Subscription Service and any Professional Services.
13. Statement of Work (SOW) means the statement of work made pursuant to and a part of this Agreement, describing the implementation specifications, project plans, or other technical instructions, as applicable and agreed by the parties in writing prior to Philips’ commencement of the Services.
14. Subscription Service means the online, web-based application hosted and provided by Philips via certain websites designated by Philips to Customer on a SaaS basis, including Maintenance and Technical Support Services, as well associated offline components, including the data collector deployed by Philips on Customer’s premises (the “CIM Collector”), all as described in the Documentation and as specified in the Quotation and Service Level Agreement. Subscription Service includes any software manufactured by third parties that is a component of the Subscription Service licensed and managed by Philips.
15. Technical Support Services means the technical support services provided by Philips for the Subscription Service according to Philips’ current published policy for Technical Support Services, as updated by Philips from time to time. Philips current Technical Support Services policy is part of the Service Level Agreement.
16. Third-Party Products and Services means any hardware, software, peripherals, network, content protected by copyrights, or other equipment or services, other than the Subscription Service or Customer Content, that a) Customer has acquired or may acquire the right to use from a party other than Philips (irrespective of whether it is delivered by Philips), or b) for which Philips is not the original equipment manufacturer.
17. Third-Party Terms means different or additional terms and conditions governing Customer’s use of Third-Party Products and Services as may be supplied directly to Customer by the original equipment manufacturer for such Third-Party Products and Services passed through to Customer by Philips.
18. Update means a minor release (from .x to .y), including bug fixes or limited enhancements, that is made generally available by Philips to all Subscription Service Customers entitled to the Same Subscription Service configuration as Customer.
19. Upgrade means a major release (from x. to y.) of the Subscription Service that may offer substantial enhancements to Customer’s purchased configuration of the Subscription Service and that is made generally available by Philips to all Subscription Service Customers entitled to the same Subscription Service configuration as Customer.
20. User(s) means any person who is authorized by Customer to use and access the Subscription Service solely for Customer’s benefit, in accordance with this Schedule and has been supplied user identification and password by Customer.
Subscription Service Access
1. Subject to the terms and conditions of this Schedule, including (without limitation) full and timely payment of fees and Customer’s compliance with this Schedule, Philips will, during the Order Term, make the Subscription Service available to Customer and grants to Customer a limited, non-exclusive, non-transferable license, without the right to sublicense, to use the Subscription Service for the Order Term which Customer hereby accepts.
2. Delivery of the Subscription Service is effective upon Philips first providing Customer with access to Philips’ standard instance of the Subscription Service, including installation of the CIM Collector at Customer’s premises, as evidenced by Customer’s signature of Philips’ Customer Acceptance Form. Subscription Service Fees are not contingent on Philips’ or Customer’s configuration of the Subscription Service, or Customer data acquisition.
3. Customer agrees that it is entering into the Agreement is neither contingent upon the delivery of any future functionality or features of the Subscription Service nor dependent upon any oral or written statements made by Philips with respect to future functionality or features of the Subscription Service. Philips’ sole obligations are documented in this Agreement.
4. The Subscription Service may not be used in conjunction with more than the number of Beds stated on the Quotation. Additional Bed subscriptions may be added for the Order Term according to Philips’ then-current rates, and subject to additional minimum order quantity of not less than a Customer care unit.
5. Customer will use the Subscription Service solely as contemplated by this Schedule. Furthermore, Customer will not:
  1. use the Subscription Service for any purpose other than in conformity with the Documentation including, but not limited to, in a manner inconsistent with any instructions for use;
  2. sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Subscription Service available to any third party, other than to Users or as otherwise set forth on the Quotation;
  3. access the Subscription Service in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Subscription Service; or
  4. exceed the licensed use of the Subscription Service as described in the Quotation.
Deployment
1. The Subscription Service will be delivered and deployed by Philips or by a subcontractor named by Philips, as specified on the Quotation or SOW.
2. Customer is responsible for cooperating and performing its deployment responsibilities identified in the applicable SOW without delay.
3. Customer will maintain adequate internet connection bandwidth in compliance with the Documentation.
4. The parties understand that there may be instances where a performance obligation of Philips or Customer is dependent on a precedent performance obligation of the other party. In the event the other party does not perform its precedent performance obligation as of the scheduled date or in accordance with the specifications for such precedent performance obligation, such that the non-delaying party does not have adequate or sufficient time to fulfill its obligations in a commercially reasonable manner and stay within the agreed-upon schedule, the non-delaying party will be entitled to take a reasonably necessary amount of time to complete its performance obligation not less than the length of the delay engendered by the delaying party.
5. For any changes to Services (excluding modifications made by Philips to the Subscription Services generally applicable to all similarly situated Philips’ customers), the parties will follow the change control procedure as set out in this section. At any time during the applicable Order Term, either party may request a change to the SOW, but no such change will be effective and binding unless a written change order is agreed and signed by authorized representatives of both parties. For the avoidance of doubt, and notwithstanding anything to the contrary, a change order can only amend the technical and commercial conditions of the applicable Quotation or SOW and will not in any event amend any of the Conditions of Sale (e.g., relating to allocation of legal liability or compliance with regulatory requirements).
6. Philips may subcontract to contractors of Philips’ choice any of its obligations to Customer or other activities performed by Philips under this Schedule. No such subcontract will release Philips from its obligations to Customer set forth herein.
Service Fees
1. Unless otherwise specified in the Quotation, Philips will invoice Customer, and Customer will pay such invoice within 30 days of receipt.
2. Unless otherwise set forth in the Quotation, Subscription Service fees will be invoiced by Philips upon delivery of the Subscription Service, and then every 12 months from the start of the Order Term.
3. The implementation services fee will be billable upon the Order Effective Date.
4. In the event Customer has exceeded its use of the Subscription Service beyond the maximum number of Beds identified on the Quotation, Philips will invoice, and Customer will pay, Philips’ then-current Fees for such additional Beds, subject to minimum order quantity of not less than an entire care unit for the remainder of the Order Term.
5. Subscription Service Fees are not decreased based on actual usage.
Responsibilities of Parties
1. Philips will provide Technical Support Services in accordance with the Quotation and make the Subscription Service available in accordance with the Service Level Agreement.
2. Customer is responsible for Customer’s own infrastructure necessary to access the Subscription Service, including (but not limited to) (network) connectivity, as well as maintenance for the same. Customer must employ industry-standard virus protection software and security protection for Customer’s infrastructure used to access Subscription Service.
3. Customer will provide full and timely cooperation with Philips’ Technical Support Services resources.
4. Customer will insure and back up all Customer Content provided to Philips under this Schedule. Philips shall not be responsible for any losses or damages related to or resulting from loss of Customer Content.
5. Customer is responsible for all activities that occur in User accounts and for Users’ compliance with this Schedule. Customer will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content in the Subscription Service; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Service, and notify Philips promptly of any such unauthorized access or use and promptly furnish full details of such use or access, and cooperate fully with Philips in any litigation against third parties deemed necessary by Philips to protect Philips’ proprietary and contractual rights; and (c) ensure the proper configuring, programming, updating, and operating of Customer’s hardware, software, websites, content, and telephone and internet connections to allow access to and use of the Subscription Service.
6. Customer agrees to comply with any and all Third-Party Terms as they are disclosed to Customer in writing in connection with Customer’s use of Third-Party Products and Services.
Warranty
1. Philips warrants that the Subscription Service will perform materially in accordance with the Documentation during the Order Term.
2. If the warranty set out in Section 7.1 is breached, Customer must promptly notify Philips in writing. Upon receipt of such notice, Philips will use commercially reasonable efforts to repair or modify the Subscription Service to make it perform in accordance with the Documentation. All corrections will be made in accordance with Philips’ Subscription Service Technical Support Services Policy. Philips does not represent or warrant that all errors can be corrected. If, after using commercially reasonable efforts for a period not less than 30 days, Philips is unable to replace or repair the Subscription Service, Customer may terminate this Schedule without liability upon written notice to Philips. The foregoing are Customer’s sole and exclusive remedies for breach of this warranty.
3. The warranty set forth herein will not apply if the warranty claim arises out of Customer’s:
  1. use of the Subscription Service contrary to the Documentation;
  2. modification of the Subscription Service; or
  3. failure to provide prompt notice to Philips as set forth in Section 7.2 of this Schedule.
4. The warranty set forth in this Schedule does not apply to any Third-Party Products and Services. Warranties for Third-Party Products and Services (if any) may be supplied directly to Customer by the third-party suppliers.
5. The warranty in Section 7.1 is made to and for the benefit of Customer only. Except as specifically set forth in this schedule, Philips makes no representations or warranties, express or implied, relating to the Subscription Service, including but not limited to any warranty that the Subscription Service will meet Customer’s requirements, or will operate error free or uninterrupted. Philips specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement of third-party rights or any warranties regarding the quality of Customer Content, except to the extent that any warranties implied by law cannot be validly waived.
6. Philips is not responsible for circumstances beyond its control, including without limitation: non-Philips’ supplied infrastructure or application programming interfaces, single sign-on capability, hardware, virtual machines, network (connectors), information, content, software, scripts, data, files, application programming, web servers or service, materials, equipment; acts or omissions of Customer or its agents; virus or hacker attacks; intentional shutdown for emergency intervention or security incidents; acts or omissions of a party other than Philips; Customer’s failure to comply with Philips’ Documentation and security and upgrade policies; or Customer’s use of Subscription Service in violation of this Schedule.
Technical Support Services
1. Technical Support Services will be provided by Philips to Customer according to the Conditions of Sale set forth in the Quotation and the Service Level Agreement.
2. Philips is not obligated to provide any technical support services for Third-Party Products and Services, including (without limitation) Customer’s networks or installation of networks.
3. Remote Servicing. If applicable to a component of Subscription Service, as informed by Philips, during the applicable warranty and any Technical Support Services period agreed hereunder, if any, Customer will provide Philips at each site a dedicated high-speed broadband internet connection suitable to establish a remote connection to the component and to facilitate the realization of the required remote infrastructure in order for Philips to provide remote servicing of the component by:
  1. supporting the installation of a Philips-approved router (or a Customer-owned router acceptable for Philips) for connection to the component and Customer network (which router remains Philips’ property if it is provided by Philips and is only provided during the term of this Quotation);
  2. maintaining a secure location for hardware to connect the Product to the Philips Remote Service Data Center (“PRSDC”);
  3. providing and maintaining a free IP address within the site network to be used to connect the component to Customer’s network;
  4. maintaining the so-established connection throughout the applicable warranty and Customer service period (including restraining from any temporary disconnection or disabling of such connection); and
  5. facilitating the reconnection of the above in case any temporary disconnection occurs.
4. If Customer fails to provide the access described in this Section 8, and the component is not connected to the PRSDC (including any temporary disconnection), Customer accepts any related impact on Subscription Service availability, additional cost and speed of resolution
Obsolescence
1. Customer acknowledges and agrees that the Subscription Service functionality, features, specifications, and Documentation are subject to change by Philips at any time, provided that Philips will not materially degrade the functionality or security of the Subscription Service and will provide reasonable advanced notice of any substantial changes.
2. Philips may determine that the Subscription Service is obsolete or will otherwise be discontinued and that no version will be maintained or supported. Accordingly, Philips may no longer provide the Subscription Service or Maintenance or Technical Support Services for same. In such event, Philips may, with 180 days’ prior notice, terminate the Agreement, and provide Customer with a refund of any pre-payments for periods of any Maintenance and Technical Support Service and Subscription Service not yet rendered.
Audit Rights and License
1. For the duration of the Order Term and for a period of six months after its termination, Customer will allow Philips to carry out audits, including (without limitation) electronic audits, of Customer’s use of the Subscription Service in order to verify Customer’s compliance with the terms of this Schedule.
2. The Subscription Service incorporates license management tools and technology to ensure Customer complies with this Schedule and to allow Philips to exercise self-help remedies in the event temporary or permanent suspension of Customer’s use of the Subscription Service is required in accordance with Section 14.5 herein. Philips will not exercise any such self-help remedies without prior written notice to Customer, unless such prior written notice is reasonably not possible, for instance, with regard to the protection of the security of the Subscription Service. Customer consents to such license management tools and technology and their use by Philips on the conditions above.
Privacy
The parties acknowledge that Philips may process PHI on behalf of Customer as part of the Subscription Service and accordingly agree that Philips’ processing of such PHI will be done in accordance with the terms of the Business Associate Agreement agreed by Customer and Philips, as set forth in Section 14.3 of the Conditions of Sale.
Intellectual Property Rights
1. Ownership. Except for the limited-use license explicitly granted to Customer herein, Philips owns all rights, title and interest, including intellectual property rights, in and to the Subscription Service, Deliverables, Documentation and other Philips’ confidential information and all modifications and derivative works of each of the foregoing.
2. Feedback. Philips will have the right to use in any manner that Philips determines any suggestion, idea, enhancement request, feedback, recommendation, or other information relating to the Subscription Service that Customer may supply or communicate (collectively, “Feedback”) and Customer agrees that Philips will be the exclusive owner of any intellectual property rights therein or arising from Philips’ use of such Feedback.
Customer Indemnification
1. Customer understands and agrees that the Subscription Service is an informational tool only and not a substitute for the professional judgment and care of healthcare providers in diagnosing and treating patients. Customer will defend and indemnify Philips against any and all losses and liabilities in connection with any claim arising from Customer’s use of the Subscription Service contrary to the Documentation or instructions for use provided by Philips, or from Customer’s failure to maintain adequate backup procedures to maintain continuity of patient care in the event of Subscription Service unavailability. Customer further agrees to defend and indemnify Philips against any and all losses and liabilities in connection with any claim:
2. that Customer Content infringes the privacy or intellectual property rights of another party or
3. arising out of Customer’s noncompliance with Third-Party Terms.
Term and Termination
1. Order Term. The Order Term, and the applicability of this Schedule, commences on the Order Effective Date, and unless otherwise set forth on the Quotation, Order Terms (and each Renewal Term) will renew automatically for a Renewal Term of one year, provided that Customer may opt not to renew an Order Term for any reason with 90 days’ written notice prior to the renewal date, and Philips may opt not to renew for any reason with 180 days’ notice prior to the renewal date.
2. Termination for Breach. Either party may terminate an Order Term upon a material breach of this Agreement by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination or expiration of the Order Term will result in termination of this Schedule.
3. Effect of Termination and Expiration. Termination of the Schedule for any reason will not constitute a termination of any other orders, or schedules made under the Conditions of Sale that are not subject to this Schedule, and will not relieve Customer of any of its obligations incurred prior to such termination including, but not limited to, payment of all outstanding invoices for Subscription Service performed until the effective date of such termination and will not impair any of Philips’ rights which have accrued prior to such date. In the event of termination due to Customer’s breach: a) all fees or charges due for the remaining period of the Order Term will immediately become due and payable and b) Philips’ obligations under this Schedule will cease. Upon termination or expiration of this Schedule or the Order Term, for any reason, Customer will immediately cease accessing the Subscription Service.
4. Customer Content. For a period of ninety (90) days after the effective date of termination or expiration, Philips will make available to Customer for download Customer Content stored in the Subscription Service. After such 90-day period, Philips will have no obligation to maintain or provide any Customer Content and will have the right, unless legally prohibited, to delete all such Customer Content in its systems or otherwise in its possession or under its control.
5. Suspension of Service. In addition to any of its other rights or remedies Philips may, at its discretion, suspend the Subscription Service or Professional Service, where Customer has failed to perform any obligation under this Schedule where such breach is irremediable or, if the breach is remediable, fails to remedy such breach within 30 days after being notified in writing to do so. Philips will not exercise this remedy without prior written notice to Customer, unless such prior written notice is not reasonably possible, for instance, with regard to the protection of the security of the Subscription Service.
Professional Services Terms
1. Recommendations Only. The Professional Services may include advice and recommendations, such Services are advisory in nature, Customer is responsible for evaluating such advice and considering all relevant factors and shall be solely responsible for the decision to implement such advice and any and all outcomes.
2. Timelines and Labor Hours. Unless expressly agreed upon between the parties in writing, any hours and dates described in the Quotation and/or SOW, including (without limitation) with regard to milestones and Deliverables, are estimates only and are solely intended for Philips’ budgeting purposes and resource-scheduling purposes. Philips exceeding an estimate does not constitute a breach by Philips.
3. Fees, Expenses, and Payment.
  1. If the Quotation includes more than one Deliverable (for example, multiple projects) and each such Deliverable has a price associated with it, then (i) each such Deliverable will be deemed to be a standalone item, (ii) Philips may invoice for each item as it is delivered, and (iii) Customer will pay for each item as it is invoiced.
  2. Unless expressly stated otherwise in the Quotation, in addition to the Fees, Customer will reimburse Philips for all expenses actually incurred by Philips in performing the Professional Services, including travel, lodging, meals, transportation, and other customary out-of-pocket expenses. At Customer’s request, Philips will furnish reasonable documentation supporting all such expenses.
  3. Unless a Quotation explicitly sets forth the Deliverable to be provided on a fixed fee basis, Professional Services are Quoted on an hourly basis, and any totals listed are estimates of the total required for the Deliverable/Professional Services, Customer will be invoiced on the actual hours spent performing the Professional Services. Such invoice may exceed the total estimated hours listed in the Quotation. If Philips foresees that the estimated number of hours will be exceeded, it will use commercially reasonable efforts to inform Customer thereof.
4. License for Use. Professional Services Deliverables are provided under a nonexclusive, nontransferable license for Customer’s use in its internal operations subject to Customer’s continued compliance with the terms of this Schedule.
5. Customer’s Responsibilities. Philips’ responsibility to provide the Professional Services, meet the milestones (if any), and provide Deliverables is contingent on Customer meeting its responsibilities in a timely and appropriate fashion, free of charge. If Customer fails to meet such responsibilities, it may result in an increase in the Fees, or in delays or extensions of the agreed milestones or Deliverables. Customer will provide:
  1. access to Customer’s employees, representatives, or agents required to accomplish the objectives described in the Agreement;
  2. access to relevant information and materials (written and electronic) as needed to accomplish the objectives described in the Agreement;
  3. prompt written notification to Philips if Customer knows that earlier-provided information or materials are incorrect or have changed in such a way that any inaccuracy or change may impact Philips’ delivery of the Professional Services in any way;
  4. written information to Philips identifying all healthcare and other regulatory and quality requirements applicable to the Professional Services, and Customer will obtain all required approvals of the relevant governmental or regulatory bodies to permit Philips to perform the Professional Services for Customer;
  5. Philips personnel with adequate safety and other training and familiarize them with local procedures and rules of Customer;
  6. written feedback promptly upon Philips’ request; and
  7. Philips with a Customer representative, in writing, who will be responsible for providing the items described in this Section 15.5 and any other information, materials, or feedback requested by Philips in connection with the Professional Services.

Schedule 10-A

Clinical Insights Manager (Rev 26.1)

Service Level Agreement
1. This is the Service Level Agreement describing the hosting, Maintenance, and Technical Support Services, provided as part of Philips’ Clinical Insights Manager solution (the “Subscription Service”). Philips reserves the right to change, update, or modify this Service Level Agreement from time to time upon publication to Customer. This Agreement is subject to the Subscription Service terms and conditions agreed between Customer and Philips or the Philips authorized reseller making Subscription Service available to Customer (the “Agreement”).
Definitions, Terms and Abbreviations
1. The terms that start with an uppercase letter have the meaning assigned to them in this SLA. Terms that start with an uppercase letter and are used in this SLA, but are not defined therein, have the meaning assigned to them in the Agreement.

Availability	This is the guaranteed access to the Software on the Production Environment, excluding the Scheduled Downtime.
On Premise Software (CIM Collector)	The software component of the CIM Collector provided by Philips that will be installed on Customer-provided Virtual Environment.
Customer Provided Infrastructure	The hardware and the Virtual Environment provided by Customer on which the Software runs.
Philips Production Environment	The cloud-based environment that is maintained by Philips to store and access data built and hosted on Philips' Health Suite Digital Platform ("HSDP"). Excludes any test or acceptance environment.
Maintenance Window	The agreed periods during which Scheduled Downtime takes place to perform maintenance for: On Premise Software Customer Provided Infrastructure Philips Production Environment
Priority	The relative evaluation of a Ticket's priority with respect to other Tickets.
Modification	A supplement, change or deletion in the Subscription Service.
Response Time	The time that lapses between the moment a Ticket is submitted and the moment Philips shares the first feedback on the Ticket status (Assigns Priority) with Customer.
Scheduled Downtime	The time that the Subscription Service is unavailable due to scheduled maintenance, as further detailed under section 3.2.
Software	Collectively or individually, the On Premise Software, or software components deployed in the Philips Production Environment, delivered by Philips to Customer, as further specified herein.
Support Desk	The point of contact with Philips for providing support on the Subscription Service to Customer (Customer Service Center)
Support System	The information system in which Customer support requests are registered.
Ticket	A support request submitted by Customer to the Support Desk in the Philips Support System, including issues, requests, questions or other notifications regarding the Subscription Service.
Working Day/Hours	The Philips Customer Service Center is available weekdays 8AM-5PM local time at 800-722-9377.
Workaround	A method indicated by Philips to avoid the consequences of an issue as far as possible, without the need for a new update to Subscription Service, which enables Customers to use the Subscription Service uninterrupted as far as possible.

Service Overview
1. Below is a table summarizing the different services offered by Philips. What Customer is entitled to is indicated on the Quotation agreed by Philips and Customer.

Section	Service
1	Installation/Configuration and Onboarding
2	Technical Support
3	Subscription Service updates (Including Maintenance Window)
4	Privacy

Installation/Configuration and Onboarding
1. The installation of the CIM Collector will be performed by authorized Philips Personnel. The installation will be on a Customer-provided virtual machine, as specified by the CIM System Administrator Guide. Typical steps will include.
2. Deploy cloud-based software component of Subscription Service (on HSDP).
3. Install and Configure CIM Collector.
4. On-Boarding Client Users.
5. Active Directory & Connectivity Configuration.
6. Inspection of Data Collection.
7. Inspection of Data Send/Storage/Access.
8. Inspection of CIM/AIM Client Function.
  The deployment completion will include solution test and inspection to ensure reliable function prior to transition to support.
Technical Support
1. Customer is responsible for the (primary) support of Customer's Users and shall appoint local support staff and set up appropriate processes and facilities to deal with User creation and maintenance.
2. Customer will be responsible for provisioning and maintaining (operating system, malware protection and security aspects) the virtual environment for the On-Premise Software.
3. The CIM System Administrators Guide will contain detailed specifications necessary for the virtual machine host and the CIM Collector.
4. Philips provides second- and third-line support on the Subscription Service. A Support Desk has been set up for this purpose. The Support Desk assists by providing advice or registering and resolving Tickets with respect to the Subscription Service.
5. The Support Desk can be reached on Working Days during Working Hours (from 8:00 to 17:00 local time) by telephone and e-mail.
6. The Support Desk Support Engineer will record Customer inquiry using the Support System to capture the details, creating a visible, traceable record (Case) for the matter. The Ticket may then be assigned/transferred to the necessary/appropriate support outlet or regional contact for the appropriate support skillset.
Subscription Service updates (Including Maintenance Window)
1. Philips carries out several updates of the Subscription Service each year. These updates could be for either the:
  1. On Premise Software, or
  2. Philips Production Environment.
2. Any updates done for Customer Provided Infrastructure is not controlled by Philips.
3. If updates for the On-Premise Software cannot be performed during Working Hours, they will be scheduled outside Working Hours in consultation with Customer.
Maintenance Window
1. On Premise Software:
  Standard maintenance and updates for the On Premise Software component is carried out on Working Days. If maintenance cannot take place during Working Hours, Customer may request that the maintenance will be carried out outside office hours. Maintenance is performed by Philips’ personnel either onsite or Remote based on the type and issue.
2. Philips Production Environment (Including maintenance by hosting Provider):
Privacy
1. CIM provides two configuration options to ease any concerns related to privacy. The options provided are as follows:

Schedule 11-A

CYBERSECURITY ASSESSMENT TERMS AND CONDITIONS (Rev 25.2)

Services.
During the term of this Agreement, Philips will provide the services set forth in the statement of work attached to these terms and conditions (the “Services”) to the client listed on the SOW (“Client”) only under the terms and conditions described below. The Services may include advice and recommendations, but Philips will not make any decisions on behalf of Client in connection with implementing such advice or recommendations.
EXCLUSIONS.
Unless expressly described in the SOW, the Services do not include:
1. Training;
2. Equipment, software, or licenses;
3. Services outside the scope of the Services, unless documented in a written amendment to this Agreement and executed by Philips and Client; or
4. An audit, compilation, or review of any kind of financial statement(s) or component thereof. Client will be responsible for any and all financial information provided to us during the course of this engagement and we will not examine, compile, or verify any such financial information nor will we express any opinion or other form of assurance on your financial statements.
CLIENT RESPONSIBILITIES.
1. Philips’ responsibility to provide the Services, meet any milestones, and provide deliverables described in the SOW is contingent on Client meeting its responsibilities described in this Section 3 in a timely and appropriate fashion, free of charge. If Client fails to meet such responsibilities or provide any items, then that may result in an increase in the fees or in delays or extensions of the milestones or deliverables described in the SOW. Client will provide:
  1. Access to all necessary Client employees, representatives or agents as needed to accomplish the objectives described in the SOW;
  2. Access to reports and materials (written and electronic) as needed to accomplish the objectives described in the SOW;
  3. Immediate written notification to Philips if Client knows that earlier provided information, reports or materials are incorrect or have changed such that any inaccuracy or change may impact Philips delivery of the Services in any way; and
  4. Access to standard office facilities for the Philips team, such as work space, standard office equipment (e.g. telephone, copiers), Internet access, and parking when necessary for Philips to be at the Client’s site on a full or part time basis and any tools or materials provided by Client that may be necessary to perform the Services or for the performance of tests at such Client locations as may be necessary to facilitate such performance.
2. Client and Philips will jointly identify all healthcare and other regulatory and quality requirements applicable to the Services and specify them expressly in writing, and Client will obtain if required by law or otherwise, all necessary approvals of the relevant governmental or regulatory bodies to permit Philips to perform the Services for Client.
3. Client will ensure any tools or materials provided by Client against risks of loss and damage to the health of Philips personnel and/or of Philips property, and retain all such risks.
4. If applicable, Client will provide, free of charge, Philips personnel with adequate safety and other training and familiarize them with local procedures and house rules of Client.
5. Unless expressly stated otherwise in the SOW, Client will provide written feedback in the form of a single, consolidated set of Client’s comments when responding to any Philips request for review of materials and information, within five (5) business days of Philips delivery of such materials or information; and
6. Client will provide Philips with a Client representative, in writing, who will be responsible for providing the items described in this Section 3 and any other information, materials, or feedback requested by Philips in connection with the Services.
7. Any tools or materials provided by Client shall comply with all applicable legal requirements relating to safety and hazardous materials.
FEES, EXPENSES, INVOICING, PAYMENT, AND TAXES
1. All fees and expenses in the Agreement
  1. are in Euros or in the currency set forth in the Agreement, and
  2. do not include any applicable taxes now or hereafter enacted. Philips will add taxes to the price where Philips is required by law to pay or collect them and will be paid by Client together with the price.
2. The fees and expenses for the Services are described in the quote provided to Customer for the Services. If the SOW includes more than one deliverable (for example, multiple projects or software) and each such deliverable has a price associated with it, then (i) each such deliverable will be deemed to be a standalone item, (ii) Philips may invoice for each item as it is delivered, and (iii) Customer will pay for each item as it is invoiced.
3. Unless expressly stated otherwise in the SOW, in addition to the engagement fee, client shall reimburse Philips for all expenses actually incurred by Philips in performing the Services, including travel, lodging, meals, transportation, and other customary out-of-pocket expenses. If the SOW indicates that Client will pay Philips’ expenses, then, at Client’s request, Philips will furnish reasonable documentation supporting all such expenses.
4. Unless expressly stated otherwise in the SOW, all payments of invoices under this Agreement are due 30 days from the date of Philips' invoice until the Agreement amount and all applicable taxes and interest are paid in full. Client will pay interest on any amount not paid when due at the lesser of 1.5% interest per month or the maximum rate permitted by applicable law. Client will not be obligated to pay any federal, state, or local tax imposed upon or measured by Philips’ net income. Any other applicable tax will be invoiced to and payable by Client, along with the Agreement price in accordance with the payment terms set forth in this Agreement, unless Philips receives a tax exemption certificate from Client which is acceptable to the taxing authorities.
5. All payments to be made by Client under this Agreement or any other agreement between Client and Philips will be made without set-off, deduction or counterclaim.
EXCUSABLE DELAYS.
1. Philips is excused from performing any obligation and shall not be liable to Client for any compensation, reimbursement, or damages under this Agreement when Philips’ delay or failure to perform is caused by events beyond Philips reasonable control including, but not limited to, acts of God, acts of third parties, acts of the other party, acts of any civil or military authority, fire, floods, war, civil war, insurrection, epidemics, pandemic, cyber-attack, act of terrorism, governmental regulations and/or similar acts, embargoes, export control sanctions or restrictions, labor disputes, acts of sabotage, riots, accidents, delays of carriers, default or force majeure of subcontractors or suppliers, non-availability of any permits, licenses and/or authorizations required, voluntary or mandatory compliance with any government act, regulation or request, shortage of labor, materials or manufacturing facilities, or information or materials being contaminated with blood or other potentially infectious material.
TERM; TERMINATION.
Unless otherwise terminated by a Party as provided in this Section 6, this Agreement will terminate when the Services are complete and the Client has paid Philips in full for such Services. Either Party may terminate this Agreement for any breach by the other Party of a material obligation under this Agreement that such other Party does not cure within 30 days of receipt of written notice of such breach from the non-breaching party.
1. If Philips terminates this Agreement due to Client’s breach, then Client shall pay Philips:
  1. All outstanding invoices for Services performed until the termination; and
  2. Costs incurred by Philips due to the early termination by Client, including but not limited to costs of manpower of Philips own and temporary or seconded staff allocated to the performance of the Agreement incurred by Philips during the period needed to reallocate such staff; and
  3. Twenty percent (20%) of the amount Client would have been invoiced for the remaining part of the Agreement had the Agreement been performed in full.
  4. If Client terminates the Agreement due to Philips’ breach, then Client shall pay Philips all outstanding invoices for Services performed until the termination.
  5. Client's failure to pay any amount due under this Agreement within 30 days of when payment is due constitutes a default of this Agreement and no additional notice is required. If such a default occurs, Philips may, at its option,
    1. withhold performance under this Agreement and any or all of the other agreements until a reasonable time after the default has all defaults have been cured,
    2. declare all sums due and to become due to be immediately due and payable under this Agreement and any or all of the other agreements,
    3. commence collection activities for all sums due or to become due hereunder, including, but not limited to costs and expenses of collection, and reasonable attorney’s fees,
    4. terminate this Agreement with 10 days’ notice to Client, and (v) pursue any other remedies permitted by law.
WARRANTY DISCLAIMER.
1. Philips’ full contractual obligations to Client are only those described in this Agreement.
2. THIS IS A SERVICE ENGAGEMENT. PHILIPS WARRANTS THAT IT SHALL PERFORM THE SERVICES IN GOOD AND PROFESSIONAL MANNER. ANY RELATED INFORMATION OR DOCUMENTATION IS PROVIDED BY PHILIPS ON AN “AS IS” BASIS. PHILIPS PROVIDES NO OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, FOR THE SERVICES, AND NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES TO ANYTHING PROVIDED BY PHILIPS’ SUBCONTRACTOR OR PHILIPS.
LIMITATIONS OF REMEDIES AND DAMAGES.
1. Philips’ total liability, if any, and Client’s exclusive remedy with respect to the Services and Philips’ performance hereunder is limited to an amount not to exceed the price stated herein for the Services that is the basis for the claim.
2. IN NO EVENT WILL PHILIPS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF DATA OR GOODWILL, OR THE COST OF SUBSTITUTE SERVICES, WHETHER ARISING FROM BREACH OF THE TERMS IN THIS AGREEMENT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER TORT. PHILIPS WILL HAVE NO LIABILITY FOR ANY ASSISTANCE PHILIPS PROVIDES THAT IS NOT REQUIRED UNDER THIS AGREEMENT.
3. Any claim must be notified to Philips in writing within 90 business days of the date of the event giving rise to any such claim, and any lawsuit relative to any such claim must be filed within one (1) year of the date of the claim. Any claims that have been brought or filed in conflict with the preceding sentence are null and void.
RETENTION OF TITLE.
1. Except for Philips’ intellectual property, which shall remain Philips and/or its affiliates property at all times, Client explicitly accepts that Philips shall retain title to the deliverables described in the SOW until full payment has been received by Philips of all amounts due in accordance with the agreement between Client and Philips under which the deliverables are delivered to Client and Client agrees not to resell the deliverables and shall take all measures to protect the deliverables and to ensure that Philips title to the deliverables is in no way prejudiced. Risk of damage, loss or destruction of the deliverables shall pass to Client upon the delivery of the deliverables to Client in accordance with the ex-works delivery condition. Client shall insure the deliverables at its own expense for the time they remain Philips property. if Client fails to make any payments to Philips when due, Client shall, upon Philips first notice, return to Philips, at Client’s risk and expense, any deliverables to which Philips has retained title as aforesaid.
DELIVERABLES; PROPRIETARY MATERIALS.
1. As used in this Agreement:
  1. “Technology” means works of authorship, materials, and information;
  2. “Philips Technology” means all Technology created prior to or independently of the performance of the Services, or created by Philips or its subcontractors as a tool for their use in performing the Services, plus any modifications or enhancements thereto and derivative works based thereon;
  3. “Deliverables” includes all Technology that Philips or its subcontractors create for delivery to Client as a result of the Services;
  4. "Intellectual Property Rights” means patents, trademarks, copyrights (including derivative works), database rights, trade secrets, and any form of protection offered by law to Know-How and all registrations, applications, renewals, extensions, combinations, divisions, continuations or reissues of any of the foregoing or which otherwise arises or is enforceable under the laws of any jurisdiction or any bi-lateral or multi-lateral treaty regime;
  5. "Know-How” means any and all technical information, concepts, approaches, methodologies, tools, data and documents of whatever nature, including, without limitation, any drawings, specifications, software, photographs, samples, models, processes, procedures, reports, generic industry information, correspondence, and other knowledge and experience; and
  6. “Philips Intellectual Property Rights” means Intellectual Property Rights of Philips.
2. Upon full payment to Philips, and subject to the terms and conditions contained in this Agreement, Philips hereby (i) assigns to Client all rights in and to the Deliverables, except to the extent they include any Philips Technology or Philips Intellectual Property Rights; and (ii) grants to Client a non-exclusive, non-transferable right to use, without the right to sub-license, for Client’s internal business purposes under Philips Intellectual Property Rights, any Philips Technology included in the Deliverables in connection with its use of the Deliverables. Except for the foregoing license grant, Philips or its licensors retain all rights in and to all Philips Technology and Philips Intellectual Property Rights. Philips retains all rights, title and interest to Know-How possessed by Philips prior to, or acquired during, the performance of the Services.
3. Except for Philips Technology, which shall remain Philips or its affiliates property at all times, Client explicitly accepts that Philips shall retain title to the Deliverables described in the SOW until Philips receives full payment of all amounts due in accordance with this Agreement, Client will not resell the Deliverables, and Client will take all measures to protect the Deliverables and to ensure that Philips title to the Deliverables is in no way prejudiced. If Client fails to make any payments to Philips when due, Client shall, upon notice from Philips and a reasonable opportunity to cure such failure, return to Philips, at Client’s expense, any Deliverables to which Philips has retained title as aforesaid.
4. If Philips uses, delivers, or transmits to Client proprietary materials (including software and written documentation) in connection with the Services that have not been purchased by or licensed to Client, then (i) Client hereby consents to this use, delivery, transmission, and removal of all or any part of this property at any time, all without charge to Philips and (ii) Client’s possession of this property or the presence of this property at the Client’s site will not give Client any right or title to this property or any license or other right to decompile this property or provide access to any third party. Any access to or use of this property and any de-compilation of this property by anyone other than Philips’ personnel is prohibited. Client will use all reasonable efforts to protect this property against damage or loss and to prevent any access to or use or de-compilation of this property contrary to this prohibition and to cause its employees and representatives to do the same. Client will immediately report to Philips any violation of this provision that Client becomes aware of.
CONFIDENTIALITY.
1. Each Party shall maintain as confidential any information furnished or disclosed to one party by the other Party, whether disclosed in writing or disclosed orally, relating to the business of the disclosing party, its clients or its patients, and this Agreement and its terms, including the pricing terms under which Client has agreed to purchase the Services. Each Party shall use the same degree of care to protect the confidentiality of the disclosed information as that party uses to protect the confidentiality of its own information, but in no event less than a reasonable amount of care. Each Party shall disclose such confidential information only to its employees having a need to know such information to perform the transactions contemplated by this Agreement. The obligation to maintain the confidentiality of such information shall not extend to information that
  1. is or becomes part of the public domain without violation of this Agreement or any other obligation of confidentiality;
  2. is known by the receiving Party prior to disclosure by the disclosing Party;
  3. is lawfully obtained by the receiving Party from a third party without any breach of confidentiality or violation of law;
  4. is furnished to others by the disclosing Party without restrictions similar to those herein contained as to the use or disclosure hereof;
  5. is developed by the receiving Party completely independently of any such disclosure by the disclosing Party; or
  6. is required to be disclosed by law or by court order, with prompt notice of such request by providing Party. In addition,
    1. if our engagement becomes known to the public, Philips may cite the performance of these services to our clients and prospective clients as an indication of its experience and
    2. Philips may keep an archival set of our working documents from the engagement, including working papers containing or reflecting confidential information, in accordance with our internal policies. The confidentiality period will extend for a period of five (5) years after the expiration date of this Agreement. Upon termination or expiration of this Agreement, Client will promptly return to Philips any confidential information received from Philips and any materials embodying or containing such confidential information.
NO PUBLICITY.
1. Client will not use Philips’ name or logo or any adaptation thereof, for any advertising, trade or other purpose without Philips’ prior written consent, which consent may be granted or withheld at Philips sole discretion. Client will not give interviews to the media or publish any articles both in connection with the Services, unless Client has obtained Philips’ prior written approval for such interview or publication.
NON-EXCLUSIVITY.
1. Philips may (i) provide any services to any person or entity and (ii) develop for itself, or for others, any materials or processes including those that may be similar to those produced as a result of the Services, provided that, Philips complies with its obligations of confidentiality set forth in this Agreement.
INDEPENDENT CONTRACTOR.
1. Philips is Client's independent contractor. Philips’ employees are under Philips’ exclusive direction and control. Philips’ subcontractor’s employees are under Philips’ subcontractor’s exclusive direction and control. Nothing in this Agreement will be construed to designate Philips or any of Philips’ employees or Philips’ subcontractors or any of their employees as Client employees, agents, joint venturers, or partners. Client will indemnify, defend, and hold harmless Philips and its officers, directors, and employees from any claims for loss, cost, damages, expense or liability (including reasonable attorneys’ fees) to the extent such claims result from Client’s or Client’s employees’ act or omissions.
PRIVACY.
1. In the course of providing the Services to Client, Philips may need to have access to, view, or download computer files that might contain Personal Data. Personal Data includes information relating to an individual, from which that individual can be directly or indirectly identified. Personal Data can include both personal health information (e.g., images, heart monitor data, and medical record number) and non-health information (e.g., date of birth and gender). Philips will process Personal Data only to the extent necessary to fulfill its obligations under this Agreement.
SUBCONTRACTS AND ASSIGNMENTS.
1. Philips may subcontract to contractors of Philips’ choice any of Philips’ Services obligations to Client or other activities performed by Philips under this Agreement. No such subcontract will release Philips from those obligations to Client. Client may not assign this Agreement or the responsibility for payments due under it without Philips’ prior express written consent, which will not be unreasonably withheld.
SURVIVAL, WAIVER, SEVERABILITY, NOTICE, CHOICE OF LAW.
1. Client's obligation to pay any money due to Philips under this Agreement survives expiration or termination of this Agreement. All of Philips’ rights, privileges and remedies with respect to this Agreement will continue in full force and effect after the end of this Agreement. Either party’s failure to enforce any provision of this Agreement is not a waiver of that provision or of such party’s right to later enforce each and every provision. If any part of this Agreement is found to be invalid, the remaining part will be effective. Notices or other communications will be in writing, and will be deemed served if delivered personally, or if sent by facsimile transmission, by overnight mail or courier, or by certified mail, return receipt requested and addressed to the party at the address set forth on the face of this Agreement. The laws of the Netherlands will govern any interpretation of this Agreement and dispute between Philips and Client without regard to the principles of choice of law.
2. All disputes that have not been settled shall be submitted to the competent court in the Netherlands, without prejudice to the right of Philips to bring any action or proceedings against Client, including injunctive or other equitable relief, in any other court of competent jurisdiction.
ENTIRE AGREEMENT.
1. This Agreement constitutes the entire understanding of the parties and supersedes all other agreements, written or oral, regarding its subject matter. No additional terms, conditions, consent, waiver, alteration, or modification will be binding unless in writing and signed by Philips’ authorized representative and Client. Additional or different terms and conditions, whether stated in a purchase order or other document issued by Client, are specifically rejected and will not apply to the transactions contemplated by this Agreement. No prior proposals, statements, course of dealing, course of performance, usage of trade or industry standard will be part of this Agreement.
AUTHORITY TO EXECUTE.
1. In executing this Agreement, the parties hereto acknowledge that they have read each of the terms and conditions hereof on behalf of their respective interests, that they know and understand the same, and that they have signed this Agreement as their own respective free acts and with the express authority to do so.
COMPLIANCE WITH LAWS AND EXPORT CONTROL.
1. Client represents that, with respect to its performance under the agreement, it will comply with all applicable laws and regulations, including but not limited to those pertaining to Dutch export administration or the export or import controls or restrictions of other applicable jurisdictions.
2. The delivery of a Deliverable or a service under the agreement is subject to the granting of an export or import license by a government and/or any governmental authority under any applicable law or regulation, or otherwise restricted or prohibited due to export or import control laws or regulations, Philips may suspend its obligations and Client's rights regarding such delivery until such license is granted or for the duration of such restriction and/or prohibition, respectively, and Philips may even terminate the agreement, without incurring any liability towards Client. furthermore, if an end-user statement is required, Philips shall inform Client immediately thereof and Client shall provide Philips with such document upon Philips first written request; if an import license is required, Client shall inform Philips immediately thereof and Client shall provide Philips with such document as soon as it is available. Client warrants that it will not deal with the services in violation of any applicable export or import control laws and regulations.

Schedule 11-B
ANTIVIRUS MANAGEMENT SERVICES TERMS AND CONDITIONS (Rev 25.2)

SERVICE OVERVIEW.
1. The Patient Monitoring Antivirus Management Services is a managed subscription service that provides Philips patient monitoring Customers with the installation, configuration, and maintenance of a Philips-validated third-party endpoint protection platform “EPP” software solution (defined below), which is chargeable to Customer on a per-Sector basis for the Term specified on the Quotation (“Subscription Service(s)”). The Subscription Service is comprised of three (3) primary components:
  1. A license to a third-party designed EPP;
  2. A license to hosted web console provided by the EPP provider that enables the maintenance, policy configuration, and regular updates of the EPP; and
  3. Various Philips services that enable the installation, maintenance, and use of the EPP and console, which vary based on the service level purchased by Customer.
DEFINITIONS.
1. “Authorized Users” means Customer employees designated by Customer to access and use the Console. Customer shall keep this list current so Philips can revoke/grant access as necessary. Authorized Users shall comply with the terms of use of the Console designated by the EPP provider.
2. EPP” means the endpoint protection platform which is a third party designed end point protection software agent solution. Philips reserves the right to substitute the EPP with a like product upon validation of the substitute solution. It is the anticipation of the parties that the function and methodology used by EPP’s will evolve over time.
3. “EPP Console” means the third party designed web-based console that provides Customer near real time data feedback from the EPP agent.
4. “Covered Systems” for the purpose of this Schedule means the location of the Hosts, including but not limited to the following: PIC iX Surveillance PC Workstations, PIC iX Patient Link PCs, PIC iX Enterprise Link PCs and Servers, PIC iX Enterprise Primary Servers, PIC iX Physio Servers, PIC iX Web Servers, PIC iX Mobility Servers, IntelliBridge Enterprise (IBE) Server, CareEvent Server, and Focal Point Server. The services provide to the Covered Systems under this Schedule are solely the Subscription Services explicitly set forth in this Schedule.
5. “Hosts” mean environments that host the Monitored Products. The Subscription Services are limited to the Hosts identified and tracked in the Console. Customer is responsible for ensuring that all intended systems are listed in the Console as Customer purchases and retires Philips products.
6. “Monitored Products” mean the Philips designed applications that are eligible for Subscription Services and limited to the following Philips software products: PIC iX, IntelliBridge Enterprise (IBE) Server, CareEvent, and Focal Point. This list is exclusive and specific, no products manufactured by parties other than Philips are covered by Subscription Services regardless of the seller, their purpose, or hosted location.
7. "Philips Holidays” mean the current list of Philips observed public holidays.
8. “Quotation” means the quotation containing the quantity of Sectors, subscription type and price.
9. “Sector” is the licensing schema for the PIC iX and IBE software. This licensing schema describes a license assignment on a central station wherein a patient and the related monitoring equipment have been assigned and is often used interchangeably with patients, as this is how an Authorized User experiences the Monitored Products.
10. “Software License” means the license as defined in Section 5 herein.
11. “Statement of Work” or “SOW” means the detailed statement of work which documents the installation and ongoing performance of the Subscription Services.
12. “Term” means the duration of the Subscription Services set forth on the Quotation. The Term of the Subscription is non-cancelable except as explicitly stated herein.
SERVICES PROVIDED.
1. EPP Agent.
  1. Subject to the terms of the Software License, Philips grants Customer a license to the EPP Agent for the designated number of Sectors on the Quotation for the duration of the Term.
  2. Philips shall install and configure the EPP Agent on the Hosts specified in the SOW. Philips shall have no obligation to provide the Subscription Services for any Hosts not identified on the SOW and disclosed to Philips technical representatives responsible for this specific Agreement.
  3. Philips shall configure the EPP pursuant to the validated configuration for each of the individual Monitored Products.
  4. Covered Systems will synchronize with the Philips instance of the OEM cloud service which allows for the automatic update the EPP Agent.
2. EPP Console.
  1. Subject to the terms of the Software License, Philips grants Customer a license to use the EPP Console, for the specified number of Authorized Users, solely for receiving the Subscription Services, for the Term.
  2. Philips shall provide read-only access to the EPP Console enabling Customer to:
    1. See the inventory of Covered System and their location;
    2. See the dashboard showing security events;
    3. View the available data regarding Hosts on which the EPP Agent is installed.
3. Response and Remediation.
  1. Essential: Customers purchasing Essential service level will have access to the EPP Console to view virus and malware alerts provided by the EPP Agent. Essential Customer’s will be solely responsible for monitoring and responding to alerts and conducting remediation activities.
  2. Plus: Customers purchasing Plus service level will receive notice from the EPP Agent and Philips Security Operations Center when the EPP Agent has provided an alert. In cases where a malware/virus has been detected on Monitored Products, Philips shall perform reimaging of the Host according to the procedure set forth in the SOW. De-installation and reimaging of the Host is the sole and exclusive remediation option for impacted Monitored Products. This process involves taking the Host and associated hardware out of use for the time needed for the reimaging process.
CUSTOMER RESPONSIBILITIES.
1. SOW. Customer is responsible for performing its obligations identified in the SOW and timely cooperating with the reasonable requests of Philips as necessary to enable provision of the Subscription Services. This cooperation includes providing updated information on the Hosts and Customer contacts.
2. Implementation. Customer shall provide the resources and people necessary for Implementation and testing and work closely with the Philips project manager to develop the Implementation project schedule. Customer shall provide physical access to patient rooms, central station, hallways, and equipment rooms for the Implementation. Any delays by Customer will extend the Implementation timeline by an equal period. All of these activities shall happen on weekdays 8am-5pm local time, excluding Philips Holidays.
3. Education. Customer shall ensure all pertinent staff attend the required education for the Subscription Services both at Implementation and training for new employees hired post-Implementation (which is not included and will be billed separately).
4. Security and Use. Customer will immediately notify Philips of any unauthorized use or security breach of EPP Host, EPP Console, Subscription Services, or Documentation.
5. User Information. Customer is responsible for providing Philips with up-to-date system administrator and user information.
6. Not Failsafe. Customer acknowledges and agrees that the Subscription Services are not designed, tested, or intended to be failsafe and it is the obligation and sole responsibility of Customer to maintain adequate contingencies and procedures to ensure continuity of patient care in the event of virus or other threat to the security or integrity of Customer’s patient care systems.
7. EPP Remote Access. Provide Philips/EPP provider with remote access to the EPP Agent, which functions as the communication mechanism between the Host(s) and the EPP Console in the manner and method designated by the EPP provider as necessary.
8. PRS Connection. Customer agrees to work with Philips to establish Philips Remote Services (PRS) connectivity, to the pertinent system components. This PRS connection is required to support product installation/configuration and remote solution supportability post-installation.
9. EPP Policies. Review and acknowledge the applicable EPP Agent policy configurations and report to Philips any policies that are not compatible with Customer’s IT or Covered System configuration.
10. Root Cause Evaluation. Perform root cause analysis and remediation for infections and threats emanating from inside Customer’s network (other than the Monitored Products).
11. Third Party Cooperation. Secure the cooperation of any third parties needed to receive Subscription Services for the Term, whether these are within or outside Customer’s organization (i.e., HIS/EMR vendors or subcontractors) and serve as the principal point of contact with all Customer-contracted third parties.
12. Response and Remediation. Customer shall maintain a 24/7 point of contact to coordinate with Philips to effectuate response and remediation activities, review email alerts, and address other urgent concerns. Customer understands and agrees that the Subscription Services can only work in conjunction with local resources and is not a fully automated remote solution.
LICENSE TO SOFTWARE.
1. Grant. Subject to Customer’s compliance with the terms and conditions of this Agreement, Philips grants Customer a limited, nonexclusive, and nontransferable license to access and use, for Customer’s internal business purposes only, software included as part of the Subscription Services that Philips has either made remotely accessible to Customer or has deployed at Customer’s premises (“Licensed Software”).
2. Limitations. Customer’s usage of the Licensed Software is limited to the number of Sectors stated on the Quotation. Customer may not: (a) license, sublicense, access, use, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Licensed Software available to any third party; (b) access or use the Licensed Software to build or support any products or services competitive with the Subscription Services; (c) attempt to gain unauthorized access to the Licensed Software, engage in any denial of service attacks, or otherwise cause immediate, material or ongoing harm to Philips, its provision of the Subscription Services, or to others; or (d) use the Subscription Services in a manner that violates applicable law or regulation, infringes on the rights of any person or entity, or violates these terms.
3. U.S. Government Users. The Licensed Software is considered “commercial computer software” and “commercial computer software documentation,” under DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Licensed Software by the United States Government will be governed solely by these terms and is prohibited except to the extent expressly permitted by these terms.
SERVICE CHANGES AND SUSPENSION.
1. Identified Hosts. Customer may reallocate instances of the EPP as Hosts are changed/retired as part of hardware changes by providing Philips with updated information so it may implement the Subscription Services on the new Hosts. Any new Hosts that have Monitored Software installed in a domain receiving Subscription Services must be added to the Subscription Services as Customer increases Covered Systems; Customer shall notify Philips of the new Covered Systems and, if requested, Customer will sign a new Quotation for the additional Covered Systems/Sectors.
2. Functionality Change. Customer acknowledges and agrees that the functionality, features, supplier, specifications, and Documentation of the Subscription Services are subject to change by Philips at any time, provided that Philips will not materially degrade the functionality of the Subscription Services and will provide reasonable advanced notice of any substantial changes.
3. Discontinuation. Philips may determine that the Subscription Services are obsolete, or “End of Life,” and will not be maintained or supported. In such event, Philips may, with 180 days’ prior written notice, terminate this Agreement and provide Customer with a refund of any pre-payments for periods of Subscription Services not yet rendered.
4. Suspension. In addition to any of its other rights or remedies Philips may, at its determination, suspend the Subscription Service where: (1) Customer has failed to perform any obligation under this Schedule where such breach is irremediable or, if the breach is remediable, fails to remedy such breach within 30 days after being notified in writing to do so or (2) suspension is necessary to maintain security or integrity of the Subscription Services. Philips will not exercise this remedy without prior written notice to Customer, unless such prior written notice is not reasonably possible, for instance, with regard to the protection of the security of the Subscription Service.
CONCLUSION OF SERVICES.
1. Upon termination or expiration of the Term, for any reason: (a) Philips will discontinue provision of the Subscription Services, (b) Customer’s entitlement to access and use any Licensed Software will end, and (c) Philips will de-install the Licensed Software. Philips is not obligated to retain any Customer information collected as part of the Subscription Services beyond the Term.
DISCLAIMERS.
1. Limitations. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT, IN ADDITION TO ANY OTHER LIMITATIONS SET FORTH IN THE AGREEMENT, SUBSCRIPTION SERVICES ARE PROVIDED "AS-IS", “AS-AVAILABLE”, WITHOUT WARRANTY, REPRESENTATION OR INDEMNITY OF ANY KIND, EXPRESS, IMPLIED, ORAL, WRITTEN, STATUTORY, OR OTHERWISE, INCLUDING: WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PHILIPS MAKES NO WARRANTY OR REPRESENTATION THAT THE SUBSCRIPTOIN SERVICES: (A) WILL BE UNINTERRUPTED, COMPLETELY SECURE, ERROR-FREE, FAILSAFE, OR FREE OF VIRUSES; (B) WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS OR OPERATE WITH CUSTOMER’S CURRENT SYSTEMS; (C) WILL COMPLY WITH ANY PARTICULAR LAW; OR (D) WILL PROVIDE COMPLETE PROTECTION TO CUSTOMER OR THE MONITORED PHILIPS PRODUCTS AGAINST ANY SECURITY THREATS OR VULNERABILITIES. CUSTOMER ACKNOWLEDGES NO DATA TRANSMISSION OVER THE INTERNET CAN BE GUARANTEED TO BE SECURE. PHILIPS DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY INTERCEPTION OR INTERRUPTION OF ANY COMMUNICATIONS THROUGH THE INTERNET, NETWORKS, OR SYSTEMS OUTSIDE PHILIPS’ CONTROL. CUSTOMER IS RESPONSIBLE FOR MAINTAINING THE SECURITY OF ITS NETWORKS, SERVERS, APPLICATIONS, AND ACCESS CODES. SUBSCRIPTION SERVICES MAY BE SUBJECT TO LIMITATIONS, OUTAGES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PHILIPS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, LOSS OF CUSTOMER DATA, BUSINESS INTERRUPTION, OR DAMAGES RESULTING FROM THOSE PROBLEMS.
2. WAIVER OF LIABILITY. CUSTOMER UNDERSTANDS AND AGREES THAT THE LICENSED SOFTWARE IS NOT DEVELOPED BY PHILIPS AND PHILIPS DOES NOT MAKE ANY REPRESENTATION ABOUT THE FUNCTIONALITY OR EFFICACY OF THE LICENSED SOFTWARE. PHILIPS IS NOT RESPONSIBLE OR LIABLE FOR ANY DAMAGES WHATSOEVER CAUSED BY THE LICENSED SOFTWARE, ITS CONFIGURATION, OR ITS FAILURE TO DETECT VIRUSES OR MALICIOUS CODE.

Schedule 12
Interoperability Solutions (Rev 25.2)

Product Category	Products
Data Management & Interoperability Solutions	HealthSuite Interoperability Solution

This Product-specific Schedule is subject to and incorporated into the Conditions of Sale. Without limiting the applicability of Section 19 (Product-Specific Terms) therein, the following sections of the Conditions of Sale do not apply to this Schedule 12: 2.4 -2.5 (Quotation, Order, and Payment), 3 (Philips Security Interest until Full Payment), 5 (Lease and Trade-In), 6 (Shipment and Delivery Date), 7.1, 7.3, 7.4 (Installation), and 8 (Product Damages and Returns).

Definitions
The following terms used in this Schedule shall have the meaning set forth below. Capitalized terms used but not otherwise defined herein have the same meaning as set forth in the Conditions of Sale.
1. Acceptance means the date of the delivery of (parts of) the Licensed Software as described in the Quotation and as evidenced by Philips’ notification of delivery to Customer. Alternatively, the Licensed Software will be deemed accepted upon Customer’s continued use after a period of 30 days has expired after (each part of) the Licensed Software was delivered by Philips to Customer.
2. Customer Content means any information, in digital or other form, processed by Customer in relation to the Licensed Software, including but not limited to data, documents, emails and pictures, including Personal Data.
3. Customer’s System means all Third Party Products and Services provided by Customer to run the Licensed Software, including (but not limited to) server hardware, operating system, web server, database and virus scanner.
4. Deliverables means materials, work-products and documentation provided and/or delivered as part of the Professional Services, such as a manual.
5. Documentation means the technical and functional specifications of the Licensed Software and user guides, manuals and other instructional materials provided by Philips to Customer relating to the operation and functions of the Licensed Software, as may be updated from time to time by Philips.
6. Environment means the part of Customer’s System, which runs (part of) the actual Licensed Software, Third Party Products and Services, including but not limited to network connection, server hardware, operating system, web server, database and virus scanner.
7. Fee(s) means the fees payable by Customer for the use of the Licensed Software, Professional Services and/or Technical Support Services, all as set forth in the Quotation.
8. Implementation means the configuration and preparation of the Licensed Software for its use by Customer.
9. Installation means providing the Licensed Software to Customer in an Environment ready for use.
10. Licensed Software means the software (application(s)) provided by Philips to Customer, as described in the Documentation and the Quotation, including Updates and Upgrades as may be provided to Customer by Philips from time to time. Philips is not obliged to make available Updates and Upgrades, except where explicitly agreed between the parties.
11. Maintenance means the tracing or repairing of defects with respect to the Licensed Software made available from time to time at the discretion of Philips. The Quotation will indicate whether Customer has subscribed to Upgrades as part of the Maintenance.
12. Professional Services means the services ordered by Customer and provided by Philips pursuant to the Quotation and the attachment hereto (Philips Interoperability Maintenance and Support Terms and Conditions), which may include but not limited to Installation and Implementation and Training, excluding the provision of any Technical Support Services or Maintenance with respect to the Licensed Software.
13. Technical Support Services means the technical support services and Maintenance provided by Philips for the Licensed Software as described in and pursuant to the Quotation and the attachment hereto (Philips Interoperability Maintenance and Support Terms and Conditions).
14. Third Party Products and Services means any hardware, software, peripherals, network, content protected by copyrights or other equipment or services, other than the Licensed Software or Customer Content, that Customer has acquired or may acquire the right to use from a party other than Philips (irrespective of whether it is delivered by Philips).Training means the instruction by Philips of the relevant employees of Customer (trainees) for the use of the Licensed Software.
15. Update means a new version of the Licensed Software consisting of technical and/or functional alterations that are compatible with the previous release.
16. Upgrade means a major upgrade to the Licensed Software, i.e. an enhanced version of the Licensed Software which offers substantial additional functionality to the Licensed Software.
17. User means any person who is authorized by Customer to use the Licensed Software, for whom subscriptions to the Licensed Software have been purchased, and who have been supplied user identifications and passwords by Customer (or by Philips at Customer’s request).
License
1. Subject to (i) Acceptance, (ii) full and timely payments of Fees and (iii) usage of the Licensed Software by Customer in compliance with the terms and conditions contained herein, Philips grants to Customer a limited, non-exclusive, non-transferable license, without the right to sublicense, to use the Licensed Software for the term set out in the Quotation, which license Customer accepts.
2. Customer agrees that its entering into the Agreement with Philips is neither contingent upon the delivery of any future functionality or features of the Licensed Software nor dependent upon any oral or written comments made by Philips with respect to future functionality or features of the Licensed Software. The Licensed Software and Documentation, are subject to change by Philips at any time, provided that Philips shall notify Customer in advance of any substantial changes.
3. Customer shall pay the Fees in time and use the Licensed Software solely as contemplated by the Agreement. Furthermore, Customer shall not and shall ensure Users not to:
  1. use the Licensed Software in a way prohibited by law, regulation, governmental order or decree or violating the rights of others;
  2. use the Licensed Software in any application or situation where failure of the Licensed Software could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage;
  3. sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Licensed Software available to any third party, other than to Users or as otherwise contemplated by the Quotation;
  4. send spam, malware or unsolicited messages in violation of applicable laws;
  5. send or store infringing, or otherwise unlawful material, including material that violates third party rights;
  6. interfere with or disrupt the integrity or performance of the Licensed Software or Customer Content contained therein;
  7. attempt to gain unauthorized access to the Licensed Software or any service, device, data, account or network or impair anyone else’s use of it;
  8. modify, copy or create derivative works based on the Licensed Software;
  9. frame or mirror any content forming part of the Licensed Software;
  10. reverse engineer the Licensed Software;
  11. access the Licensed Software in order to (i) build a competitive product or service, and/or (ii) copy any ideas, features, functions or graphics of the Licensed Software;
  12. exceed the licensed use of the Licensed Software as described in the Quotation;
    Customer shall reproduce on all media containing a copy of the Licensed Software all copyright notices, proprietary information notices and other legends and markings as were affixed to the original media.
Responsibilities of Parties
1. Philips shall deliver one copy of the Licensed Software to Customer.
2. Customer is responsible for (i) the relevant certificates, including (but not limited to) the ordering and activating of (for instance Transport Layer Security) certificates for websites (if applicable), (ii) renewing licenses for the use of the Licensed Software, (iii) insuring and making back-up copies of the Licensed Software and Customer Content (on database level) for archival, operational and security purposes, which will all be subject to the terms contained herein, (iv) maintenance of the database(s) of Customer, (v) Third Party Products and Services, (vi) creating and maintaining User accounts and (vii) Customer’s System.
3. Customer must employ industry standard virus protection software and methods as well as firewall and other security protection, and is responsible for the consequences of any virus attack on, or security breach of, its operating system and the Licensed Software.
4. Customer is responsible for the hosting of the Licensed Software, unless the parties have expressly agreed otherwise.
5. Customer is responsible for acquiring and installing any Updates and/or Upgrades to the Licensed Software. If Philips agrees to provide installation of Updates and/or Upgrades, then Customer will provide reasonable cooperation with the installation of such Updates and/or Upgrades by Philips. Installations may require Customer to make additional changes to Customer’s System at its own cost. Customer (and not Philips) shall be fully responsible for any consequences of a decision not to install any Updates and Upgrades.
6. Customer is responsible for all activities that occur in User accounts and for Users' compliance with the Agreement (including this Schedule). Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content in the Licensed Software; (ii) use reasonable efforts to prevent unauthorized access to, or use of, the Licensed Software, and notify Philips promptly of any such unauthorized access or use and promptly furnish full details of such use or access, and cooperate with Philips in any litigation against third parties deemed necessary by Philips to protect its proprietary and contractual rights; and (iii) shall ensure the proper configuring, programming and operating of Customer’s hardware, software, websites, content, telephone and internet connections to allow access to and use of the Licensed Software; and (iv) comply with all applicable laws in using the Licensed Software.
7. Customer is responsible for meeting the software, hardware and server requirements described by Philips in the Documentation, which requirements are subject to change by Philips at any time, provided that Philips shall notify Customer in advance of any substantial changes.
8. Customer acknowledges and agrees that Third Party Products and Services shall be subject to the terms and conditions of the third party supplier(s) exclusively. Customer shall comply with the applicable third party terms and conditions.
9. If Customer uses the Licensed Software (or permits workstation(s) or computing device(s)) to access or utilize the services or functionality of Third Party Products and Services (including Microsoft products or similar software), Customer should obtain appropriate license(s) directly from such third party supplier.
Customer Indemnifications
1. Customer shall indemnify Philips and each of its officers, directors, employees and agents against any loss, damage, liability or costs (including reasonable legal fees) incurred by any of them as a result of any claims made or brought against Philips or its affiliates, officers, directors, employees or agents by a third party arising out of or related to:
  1. Customer's use of the Licensed Software in violation of the Agreement (including this Schedule);
  2. Customer’s breach of any of its representations, warranties, undertakings or commitments in the Agreement or this Schedule; or
  3. Customer’s negligence or willful misconduct. Philips shall promptly give written notice of the claim to Customer, give Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any such claim unless it unconditionally releases Philips of all liability) and provide Customer, at Customer's cost, all reasonable assistance in defending and settling any such claim.
Audit Rights and License Management
1. For the duration of term set out in the Quotation and for a period of 6 months thereafter (except where a longer period is required by law, then such longer period shall apply), Customer shall allow Philips to carry out audits, including (without limitation) remote and/or electronic audits, of Customer’s use of the Licensed Software in order to verify compliance with the terms of this Agreement (including this Schedule).
2. The audit shall be conducted at Philips’ expense, unless the results of such an audit establish that Customer’s use of the Licensed Software is not in compliance with the terms of this Agreement in which case Customer shall bear the costs. If any audit by Philips shows any deficiency in the Fees paid to Philips, Customer shall promptly remit payment to Philips of the relevant amounts plus interest calculated in accordance with Section 3.4 of the General Terms of the Conditions of Sale.
3. The Licensed Software incorporates license management tools and technology to ensure Customer complies with the Agreement and to allow Philips to exercise self-help remedies in the event that
  1. Customer breaches this Agreement which breach is irremediable or (where such breach is remediable) fails to remedy that breach within such 30 days after being notified in writing to do so, or
  2. any (security or privacy) incidents concerning the Licensed Software, including without limitation the ability of Philips to temporarily or permanently suspend Customer’s use of the Licensed Software. Philips shall not exercise any such self-help remedies without prior written notice to Customer, unless such prior written notice is not reasonably possible, for instance with regard to the protection of the security of the Licensed Software. Customer consents to such license management tools and technology and authorizes Philips to exercise any or all of the capabilities.
Software Warranty
1. Philips warrants that
  1. the Licensed Software shall perform materially in accordance with the Documentation during a period of 90 days from the date of Acceptance (“Warranty Period”) and
  2. it owns or otherwise has sufficient rights in the Licensed Software to grant Customer the rights herein.
2. The warranty set out in 6.1.1 shall only apply where:
  1. Customer notifies Philips of any nonconformity discovered within the Warranty Period in writing within 10 days of discovery giving full details of such nonconformity; and
  2. Philips is able to reproduce the nonconformity. Upon receipt of such notice of nonconformity, Philips shall use commercially reasonable efforts to repair or replace the Licensed Software to make it perform in accordance with the Documentation. All corrections shall be made in accordance with Philips' Licensed Software correction procedures. Philips does not represent or warrant that all errors can be corrected. The Warranty Period shall not be extended due to corrections to the Licensed Software. If, after using commercially reasonable efforts, Philips is unable to replace or repair the Licensed Software, Customer may terminate this Schedule upon written notice to Philips and will receive a pro rata refund for paid for but unused Licensed Software and Technical Support Services. The foregoing are Customer’s sole and exclusive remedies for breach of this warranty.
3. In the event of a breach of the warranty set out in 6.1.2, Philips shall use commercially reasonable efforts to secure the sufficient rights in or to replace the Licensed Software. If, after using commercially reasonable efforts, Philips is unable to replace the Licensed Software, Customer may terminate this Schedule upon written notice to Philips and will receive a pro rata refund for paid for but unused Licensed Software and Technical Support Services. The foregoing are Customer’s sole and exclusive remedies for breach of this warranty.
4. The warranties set forth in this Schedule shall not apply if
  1. the Licensed Software and the Updates have not been properly and timely installed by Customer and used at all times in accordance with the Documentation;
  2. Customer (either itself or via a third party on its behalf) has modified the Licensed Software;
  3. Customer has combined the Licensed Software with other software or hardware that is not in accordance with the Documentation; or
  4. Customer did not provide prompt notice to Philips as set forth in 6.2.
5. None of the warranties set forth in this Schedule apply to any Third Party Products and Services. Warranties for Third Party Products and Services may (if any) be supplied directly to Customer by third party suppliers.
6. The warranties in Section 6.1.1 and 6.1.2 are made to and for the benefit of Customer only. Except as specifically set forth in this Schedule, Philips makes no representations and warranties, express or implied, relating to the Licensed Software, including but not limited to any warranty that the Licensed Software will meet Customer’s requirements, or will operate error free or uninterrupted. Philips specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement of third party rights or any warranties regarding the quality of Customer Content, except to the extent that any warranties implied by law cannot be validly waived.
7. Philips is not responsible for circumstances beyond its control, such as:
  1. non-Philips’ supplied infrastructure, hardware, virtual machines, network (connectors), information, content, software, scripts, data, files, application programming, web servers or service, materials, equipment;
  2. acts or omissions of Customer or its agents;
  3. virus or hacker attacks;
  4. intentional shutdown for emergency intervention or security incidents;
  5. acts or omissions of a party other than Philips.
  6. Customer configuration changes;
  7. Customer’s failure to comply with Philips’ Documentation and security and upgrade policies;
  8. Customer’s use in violation of the Agreement (including this Schedule).
Technical Support Services
1. Technical Support Services shall be provided by Philips to Customer according to the attachment hereto (Philips Interoperability Maintenance and Support Terms and Conditions).
2. When applicable, Customer shall provide Philips with the necessary remote access, required information and support to connect to Philips Remote Service (PRS) and enable Philips to remotely provide the Technical Support Services.
3. Philips is not obligated to provide any technical support services for Third Party Products and Services (regardless of whether obtained from Philips or another source), including (without limitation) Customer’s networks or installation of networks.
Professional Services
1. Philips will provide Professional Services in accordance with the Quotation and the attachment hereto (Philips Interoperability Maintenance and Support Terms and Conditions), if Customer chooses to purchase such services and subject to Customer’s full and timely payment of the Fees.
Limitation of Liability
1. The total aggregate liability of Philips, its employees, officers, and affiliates for all loss and damage whatsoever and howsoever arising related to this Schedule and the Agreement shall be limited to the total Fees paid by Customer during the 12 months immediately preceding the date on which the claim arose.
2. Customer understands and agrees that Philips is not engaged in the practice of medicine and that the Licensed Software is not a substitute for professional judgement of healthcare providers in diagnosing and treating patients. Customer shall indemnify Philips fully and shall hold Philips harmless against any losses or liability in connection with any claim arising due to Customer relying solely on the Licensed Software or its output for purposes of diagnosis or treatment.
Term and Termination
1. Customer shall remove or allow Philips to remove the Licensed Software from its hardware and return the Licensed Software and any copies thereof, Documentation and confidential information to Philips at Customer's expense immediately upon the termination of this Schedule. Customer shall certify to Philips that it does not, directly or indirectly, wholly or partly, retain or possess Licensed Software, Documentation, confidential information or parts thereof.
Miscellaneous
1. In connection with Licensed Software in which one or more third party suppliers retain rights, the provisions contained herein shall also be for the benefit of these third-party supplier(s). Customer agrees to indemnify Philips for any claim by third party supplier(s) which arises out of Customer's breach of the Agreement (including this Schedule).
2. The Licensed Software may contain support for programs written in Java. Java technology is not fault-tolerant and is not designed, manufactured or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance.

Schedule 12-A

Interoperability Solutions Maintenance and Support Terms and Conditions (Rev 25.2)

Definitions
Any capitalized term used in these Philips Interoperability Maintenance and Support Terms and Conditions (“Interoperability Service Terms”) shall have the meaning ascribed to them below or as defined in Schedule 12 – Interoperability Solutions (the “Schedule”).
1. Additional Service days: shall mean Service days that are purchased by Customer to cover additional Professional Services, change requests / technical training and or Updates/Upgrades performed by the Philips service team.
2. Coverage Hours: means those hours when Customer is able to access the Services and as further defined in the Service Level Exhibit attached hereto.
3. Customer User Support: shall mean the initial support provided by Customer’s personnel to address any Incident experienced by Customer’s Users.
4. Customer Site: means Customer location where the Services will be performed by Philips;
5. Designated Hardware: means hardware that is either owned and procured by Customer or procured and delivered by Philips for the implementation of software services.
6. Extended Coverage Hours: unless otherwise specified in these Interoperability Service Terms, shall mean the time during which Customer may access specified Services for Priority 1 and Priority 2 Incidents on a twenty-four hour, seven days’ per week basis.
7. Incident: shall mean Software errors, failures, faults, User problems or requests for User assistance relating to the Licensed Software.
8. Intellectual Property: means any property, tangible or intangible, that may be subject to Intellectual Property Rights, including without limitation, ideas, algorithms, concepts, techniques, processes, procedures, methodologies, plans, systems, research, information, documentation, data, specifications, requirements, designs, programs, inventions, technologies, software (including its source code), tools, products knowledge, know-how, including without limitation, trade secrets, and other materials or things.
9. Intellectual Property Rights: means:
  1. any and all proprietary rights anywhere in the world provided under:
    1. patent law;
    2. copyright law, including moral rights;
    3. trademark law;
    4. design patent or industrial design law;
    5. semiconductor chip or mask work law;
    6. trade secret law;
    7. privacy law; or
    8. any other statutory provision or common law principle applicable to these Interoperability Service Terms which may provide a right in either:
    9. Intellectual Property; or
    10. the expression or use of Intellectual Property; and (b) any and all applications, registrations, licenses, sub-licenses, franchises, agreements or any other evidence of a right in any of the foregoing.
10. Key User: shall mean a Customer representative selected by Customer who is able and capable of giving instruction and training in the use of the Licensed Software to existing and new Users.
11. Non-Qualified Device: shall mean
  1. any product (hardware, firmware or software) utilized in connection with the Licensed Software without Philips’ approval or recommendation;
  2. any Licensed Software supplied by Philips which has been modified by Customer or any third party; and
  3. any Licensed Software maintained under these Interoperability Service Terms in which Customer does not allow Philips to incorporate fixes and Updates;
12. Office Hours: means 9:00 am to 5:30 pm Customer local time;
13. Philips: means Philips and its affiliates.
14. Resolution Time: shall mean the approximate amount of time between when Customer first creates an Incident report and when Philips has restored the last functional back-up as described in Section 2.6 of these Interoperability Service Terms.
15. Response Time: shall mean the approximate amount of time between when Customer first creates an Incident report and when Philips has acknowledged the Incident report.
16. Services: means the Technical Support Services and Professional Services purchased by Customer from Philips hereunder which are described in the Quotation(s) and these Interoperability Service Terms.
17. Service Levels: shall mean the expected Response and Resolution Times to Incidents as defined in the Service Level Exhibit.
18. Software Administrator: shall mean the person responsible for the day to day operation of the Licensed Software.
19. Standard Coverage Hours: unless otherwise specified by Philips in the Services Agreement, shall mean 9 am – 5:30 pm Customer time.
20. Weekdays: means Monday through Friday, but excludes Philips recognized holidays.
Customer Responsibilities
1. Customer User Support. Customer is responsible for providing Customer User support and shall provide local support personnel, processes and structure to accommodate and resolve any initial User technical issue or problem. If Customer is unable to resolve the User’s technical problem, then Customer shall notify Philips as further set out below, and will co-operate with Philips to resolve the Incident. Customer User Support may include, without limitation:
  1. providing initial Software support to Customer’s own Users for the purpose of providing advice and assistance in respect of the Licensed Software and its use;
  2. providing Customer User with support on Licensed Software during the Coverage Hours (as specified in the Service Level Exhibit which is attached to and forms an integral part of this attachment);
  3. collecting User’s diagnostics as requested by Philips to assist Philips in providing Services;
  4. coordinating User support requirements with Philips and working directly with Users on all matters pertaining to Customer User requirements;
  5. interacting directly with Users, including responding to technical questions (of the nature and type which should be answerable by a technical support person who is familiar with the Licensed Software including, but not limited to issue assessment in respect of hardware, servers, network and training) and which could include tasks such as power check, configuration check, and network check.
2. Project management. Customer shall appoint a point of contact for Philips and a service manager who will:
  1. provide prior notice and instruct Users with regard to planned Upgrades and the associated unavailability of the Licensed Software (scheduled downtime);
  2. ensure that Philips has necessary access to Customer’s site and network, as applicable;
  3. provide to Philips any necessary support such as, but not limited to, IP addresses and network protocols; and
  4. be responsible for organizing any necessary training, in coordination with Philips, for new or existing installations.
3. Key Users. Customer is responsible for selecting one (1) or more Key Users. The Key User is responsible for providing User training when there are new Upgrades and/or Updates. Unless otherwise agreed in writing by the parties, Philips will provide one (1) Key User with initial User training. Thereafter, Customer must ensure that any Key User Customer appoints is appropriately trained to meet the Key User’s responsibilities under this attachment and the Schedule.
4. Customer’s System. Philips may provide Customer with recommended specifications for Customer’s System; however, Customer is solely responsible for ensuring that Customer’s System is suitable for the proper use and functioning of the Licensed Software. If required by Philips, Customer will maintain Customer’s System at the required revision levels or specifications as specified by Philips. Philips reserves the right to make changes to the revisions levels from time to time and Customer agrees that such changes may require Customer to make changes to its Customer’s System at its own cost. Customer is responsible for maintaining Customer’s System and archive media in good working order and for following suitable system management protocols and practices. These Customer responsibilities may include, but are not limited to: checking system alerts, solving system alerts, disk and media de-fragmentation, managing system security, managing system environment, system back-up, managing master data in the system, managing the authorization rights in the system, organizing the training for new users, organizing the training for users after Upgrades, co-ordination of User support, review of User and Key User requests, and managing the communication of such requests to the software vendor. Customer shall not install additional software on Customer’s System.
5. Audit on Customer’s System. Prior to commencement of any Upgrade, a Customer’s System and operating environment audit will be carried out by Philips in order to confirm that Customer’s System and the environment in which it operates are maintained at a level at which the Upgrade can be carried out. Should this audit indicate that Customer’s System and/or the operating environment are maintained at an insufficient level, then the Upgrade will be postponed until such time as Customer brings Customer’s System and/or operating environment up to a level deemed satisfactory by Philips, and Customer’s System is audited again by Philips at Customer’s expense.
6. Data reconstruction. Customer is responsible for devising and following its own back-up processes with regard to Customer content. Customer shall be solely responsible for the reconstruction, restoration, retrieval or recovery of any lost or altered patient records, files, programs, any data, or programs. In no event shall Philips have any responsibility or liability with respect to the foregoing. Customer and Philips may agree in writing that Philips shall provide services on a commercially reasonable basis to reconstruct data. Any such services shall be subject to availability and will be documented in an amendment to this Schedule which will specify the additional fees (which will be confirmed by Philips to Customer) and any other additional terms that the parties may agree upon in writing.
7. Network Access. In order to receive Services, Customer must provide Philips with access to its network through one of the following options:
  1. Remote Access. Customer may elect to provide Philips with 24 hour, 7 days per week, (24x7) direct VPN remote network access to the Designated Hardware, the required information and support to enable Philips to remotely provide Technical Support Services for the Licensed Software. If this option is selected, Customer must provide Philips with administrator access to all Third Party Products and Services installed on the Designated Hardware. Customer will allow Philips to install and manage a Customer Premises Equipment/Virtual Private Network (“CPE/VPN”) device for secure access to Designated Hardware;
  2. Coordinated Remote Access. Customer may elect to provide Philips with direct VPN remote network access to the Designated Hardware, the required information and support to enable Philips to remotely provide Technical Support Services for the Licensed Software in coordination and with a Customer designated representative. If this option is selected, Philips does not provide any guaranteed Service response or resolution times, as access to Customer network will be dependent on Customer’s availability; or
  3. On-Site Network Access. Customer may elect to provide Philips with access to its network through on-site Services only. If this option is selected, Philips does not provide any guaranteed Service response or resolution times, as access to Customer’s network will be dependent on Customer and Philips’ personnel availability. If either Remote Access or Coordinated Remote Access are selected by Customer, Customer will
    1. provide Philips with a secure location at Customer's premises to store one Philips remote services network router (or a Customer-owned router acceptable to Philips at Customer’s option) for connection to the equipment and to Customer’s network; and
    2. at all times provide Philips with full and free access to the router and a dedicated broadband Internet access node, including but not limited to public and private interface access, suitable for connection to Customer's network for Philips use in remote servicing of the Licensed Software, such as providing Technical Support Services, updating the Licensed Software, uploading software error logs and utilization data, transmitting automated status notifications from the Licensed Software to Philips, and performing real-time screen sharing with Customer’s personnel. The type of Customer network access selected for each Customer Site is set out in Exhibit 1 to these Interoperability Service Terms. Customer must ensure that Philips is not required to request its accounts to be enabled each time Philips needs to connect to the Licensed Software and/or Designated Hardware so as to be able to investigate and fix Incidents. If for whatever reason VPN access is not available for a Customer who has selected either the Remote Access or Coordinated Remote Access option, then any resulting on-site activities will be billed to Customer at the then-current Philips fees. Any up-time guarantees, Resolution Time, or Response Time, will be invalidated in that case.
8. Customer Site. If Philips is providing on-site Services, Customer must ensure that Customer Site is safe and free and from any hazards, hazardous or infectious substances, and meets all applicable laws and safety standards. Philips will not be required to perform Services at a Customer Site that Philips reasonably deems to be unsafe or unsuitable and will invoice Customer its standard minimum rate for fees plus any costs it incurs (for example, travel related expenses) in attending at any Customer Site where Philips determines it cannot perform Services.
9. Anti-Virus Statement. The Designated Hardware and related software is a computer-based medical product and is, therefore, subject to attack by computer viruses. Customer shall be solely responsible to install, monitor and upgrade software required to prevent any attack by a computer virus. Any additional costs, including for software installation, incurred by Philips caused by a lack of adequate anti-virus control and/or protection from Customer, shall be invoiced to and paid by Customer to Philips.
Services
1. Technical Support Services Scope: Technical Support Services consist of:
  1. notification to Customer in writing of Philips recommended Upgrades and Updates (such notices being referred to as "Release Notes") and the provision thereof to Customer, for which Customer shall provide all necessary and useful support upon the first request of Philips, including cooperation with scheduling and site access. Philips accepts no responsibility or liability in respect of the Licensed Software or Services if Customer has not carried out all other relevant recommendations contained in other Release Notes received by Customer;
  2. investigation and identification, where possible and after Customer fulfils its Customer User Support obligations, of suspected Incidents associated with the Licensed Software reported by Customer;
  3. Where Philips deems appropriate, supply of temporary software work around or software patches to overcome specific Incidents reported by Customer;
  4. technical information given by telephone to Customer through Philips technical support team in relation to the Licensed Software. Such information will include:
    1. general information on system operation and housekeeping;
    2. information and support in relation to Customer undertaking database integrity checks and general information on fix of data corruption identified;
    3. If requested, and where Philips deems reasonably possible, information on database recovery with Customer to take the required actions;
    4. working with Customer in relation to identification of software/data corruption following power failure/fluctuation, hardware or communications problems, and information on fix of corruption identified; and
    5. advisory support associated with Upgrades or changes.
  5. Application support via telephone for Customer through Philips technical support team in relation to the Licensed Software.
  6. In the event that telephone assistance and/or remote problem resolution is deemed not sufficient by Philips or has not been purchased under this attachment to restore Licensed Software performance, Philips will provide on-site support service at Customer facility at Philips’ discretion during Coverage Hours at the then-current Philips Fees or as otherwise provided under this attachment or the Schedule if Customer has purchased On-Site Network access support.
  7. Services Accessibility. Services under these Interoperability Service Terms are available during Coverage Hours and in accordance with the Response Times specified in Schedule 12-B.
Technical Support Service Exclusions
The Technical Support Services provided by Philips shall not extend to the following items (nor consequences thereof):
1. any Incident caused by the incorrect operation of the Licensed Software by anyone other than Philips, including Customer, its employees, contractors, agents, or other representatives, or by an error in data supplied by Customer;
2. any fault within the Licensed Software resulting from alterations howsoever made by Customer or any third party to existing Licensed Software and/or Designated Hardware upon which the Licensed Software is dependent, referred to as the “Operating Environment”, without the prior written approval of Philips. For the sake of clarity, alterations to the Operating Environment include (but are not limited to) the installation, upgrade or reconfiguration of the following:
  1. Philips designated database/applications server;
  2. Customer’s workstations upon which the Licensed Software is running;
  3. any Third Party Products and Services to which the Software interfaces;
  4. any network infrastructure components that the Licensed Software depends upon for communication and transportation;
  5. any other hardware change, which causes a fault in the Licensed Software;
  6. the operating systems residing on the database/applications server and Customer’s workstations including changes to network identification;
  7. the DBMS installed on Philips designated database/applications server;
  8. any other action from Third Party Products and Services that causes a fault in the Licensed Software;
  9. any fault caused by Third Party Products and Services or anything else not supplied or recommended to Customer by Philips;
  10. any combining of the Licensed Software with a Non-Qualified Device.
3. operating system software issues that manifest themselves in non-performance of another installed application and affect use or performance of the Licensed Software;
4. network related problems that arise as direct or indirect result of network configuration changes or network settings that may be required as part of the Upgrade; and
5. custom services as defined in Schedule 12-B (if any).
Philips’ obligations under the Service Level Exhibit attached hereto as Schedule 12-B only apply on the Philips production environment and not on test / acceptance environments. Resolution times are only valid in case Customer complies with the back-up policies and process as described in Section 1.6 (Data Reconstruction) hereof.
Professional Services
If Customer has purchased Professional Services under this Schedule, then subject to Customer meeting its payment obligations hereunder, Philips will provide Professional Services in accordance with each applicable Quotation, this attachment and the Schedule. The Professional Services may include advice and recommendations. However, Customer (and not Philips) shall at all times be responsible for any decisions based upon such advice or recommendations. Customer acknowledges and agrees that Customer is solely responsible for independently verifying the results of any services of a consultative nature and for Customer’s reliance thereon.
1. Professional Service Exclusions. Unless expressly described in the Quotation, the Professional Services do not include:
  1. equipment, software, or licenses; and
  2. services outside the scope of the Professional Services, as set forth in the Quotation.
2. Philips’ responsibility to provide the Professional Services, to meet the milestones (if any), and to provide Deliverables is contingent on Customer meeting its responsibilities described below in a timely and appropriate fashion, at Customer’s sole expense. If Customer fails to meet such responsibilities, it may result in an increase in the Fees, or in delays or extensions of the agreed milestones or Deliverables. Customer will provide:
  1. access to Customer’s employees, representatives and/or agents required to accomplish the objectives;
  2. access to relevant information and materials (written and electronic) as needed to accomplish the objectives;
  3. immediate written notification to Philips if Customer knows that earlier provided information or materials are incorrect or have changed in such a way that any inaccuracy or change may impact Philips’ delivery of the Professional Services in any way;
  4. access to standard office facilities, such as work space, standard office equipment (e.g. telephone, copiers), Internet access, and parking when necessary for Philips to be at Customer’s site to perform the Professional Services;
  5. written information to Philips identifying all healthcare and other regulatory and quality requirements applicable to the Professional Services, and Customer will obtain all required approvals of the relevant governmental or regulatory bodies to permit Philips to perform the Professional Services for Customer;
  6. Philips personnel with adequate safety and other training and familiarize them with local procedures and rules of Customer;
  7. written feedback promptly upon Philips’ request; and
  8. Philips with a Customer representative, in writing, who will be responsible for providing the items described in this Section 5.2 and any other information, materials, or feedback requested by Philips in connection with the Professional Services.
Software Restoration
1. If Philips provides any Upgrade under this attachment, then the following terms apply. Should a Upgrade fail, such that the supported application software requires restoration, Customer will restore a functional backup (image) that has been taken from the Licensed Software prior to the Upgrade. The backup will consist of the application software, database software and operating system to the revision level that existed prior to the malfunction or failure. Custom or Third Party Products and Services, custom database configurations or reports, and Customer-written product interfaces are not included in the software restoration provided by Philips.
Downtime during Upgrade installation
1. Philips will use commercially reasonable efforts to keep downtime of the Licensed Software during installation of any Upgrade to a minimum; however, Customer acknowledges that such downtime cannot be avoided and there may be significant downtime on Upgrades. Philips shall inform Customer when Upgrade installation will take place and what the expected downtime will be to help enable Customer to adjust its work-planning accordingly. Philips does not provide any guarantee that the estimate of expected downtime will be accurate and does not accept any liability whatsoever as a result of or connected to any downtime, and Customer releases Philips from any such liability.
Incident Reporting, Management and Resolution
1. Incident Reporting. In case of an Incident, Customer’s Key User is responsible for referring each such Incident to Philips’ support team as follows:
  1. by email to a special account that will be monitored by Philips’ support team. The email account ([email protected]) will be provided to Customer by Philips. Customer should provide Philips with as much relevant information as possible, such as the patient file affected, the module and screen being accessed at the time, the action being undertaken, any error message displayed, the frequency, implications and urgency of the Incident. A support engineer will call back if further clarification is required; or
  2. By logging their incident directly into the Philips Interoperability Solutions Incident Management System (“IMS”), currently available at: https://supportInteroperability Solutions.topdesk.net (Philips will advise Customer in the event the IMS website changes); and
  3. In the case of Priority 1 or 2 Incidents only, Customer must telephone Philips’ support team on the designated telephone number (+1 877-328-2808). All Priority 1 or 2 Incidents referred by telephone must also be followed up by email to Philips’ support team.
  4. Incidents must only be reported to Philips’ support team by the Key Users of Customer.
2. Logging. Philips shall log all Incidents on the Incident reporting system used by Philips’ support team, shall issue a unique Incident code number for each such Incident, and shall notify Customer’s Key User with an estimated time to fix, or arrival on-site (where appropriate).
3. Priority Level Classification. Once an Incident which requires remedial action has been reported to Philips by Customer, Philips and Customer shall then confer to determine the Priority Level which should be assigned to such Incident using the following Priority Level classification scheme:
4. Priority Definitions.
  1. Priority 1 (Critical need) – Critical need.
  2. Priority 2 (System down) – Central (Licensed Software or application) servers down.
  3. Priority 3 (System restricted) – The Incident causes workflow problems for Customer or they cannot perform standard functions for the delivery of patient care.
  4. Priority 4 (Intermittent problem) – Occasionally occurring or appearing Incidents.
  5. Priority 5 (Scheduled activity) – No work outage – schedule tasks with Customers consent.
    Notwithstanding any other provision of the Schedule, Philips has final authority in determining the priority category of all Incidents and in determining the priority of response of Priority 1 through Priority 5 Incidents.
5. Incident Management Approach. Philips shall manage the reported Incidents using the following approach:
  1. working with Customer to understand the Incident and defining the Incident;
  2. understanding the impact of the Incident on Customer’s operation;
  3. understanding Customer’s needs and expectations;
  4. communication on a regular basis;
  5. Ensuring that Customer understands its responsibilities;
  6. agreeing to criteria for Incident resolution. Unless Customer has selected the On-Site Network Access option outlined above, Philips shall primarily provide Services over telephone and e-mail using remote connectivity to the Designated Hardware. Philips shall keep all Incident files open until such time as Philips notifies the User who initiated the Incident that the Incident has been resolved. Philips shall continually monitor and evaluate all open Incident files. Notwithstanding any other provision of this Schedule, Philips has final authority in determining whether an Incident has been resolved.
6. Response and Resolution Times. Philips will use commercially reasonable efforts to respond to and resolve all Customer Incidents within the Response and Resolution Times set out in Schedule 12-B.
7. Customer User Support. The above procedures shall only be instigated by Philips after trouble shooting procedures are performed by Customer as described in Section 1. Customer shall have technically qualified personnel available during Coverage Hours to assist in resolving Incidents, where necessary.
Software Upgrades
Unless otherwise specified in the Quotation(s), Customer is entitled to receive commercially available Upgrades as determined by Philips from time to time during the Term. Unless Customer has purchased Upgrade installation Services, Customer is responsible for installing Upgrades. The following terms and conditions apply to any such Upgrades:
1. Upgrade Installation performed by Customer. Upgrade installation files and packages shall be supplied by Philips to Customer free of additional charge under the terms of the Schedule. Upgrades will be accompanied by Release Notes and user manuals. No Installation and/or other upgrade activities are included under the Schedule. Customer is responsible for the planning, Installation and implementation of the Upgrade. Philips is available to provide remote Technical Support Services in case of Priority 1 or 2 Incidents which arise after or during the Upgrade. If Customer requests that the Services be performed on-site, then Philips will perform the Services on-site subject to availability and to additional Fees which Philips will communicate to Customer.
2. Upgrade Installation performed by Philips. If Customer has purchased Additional Service Days, Philips will provide the Installation of the Upgrade(s) remotely, with the installation method to be chosen by Philips at its sole discretion. The following Services are covered under the Upgrade installation coverage: project management and Installation of Licensed Software. Professional Services deemed necessary for the Upgrade, such as workflow assessment/consultation, technical/clinical/application training, network consulting and customization may be purchased separately as Additional Service Days from Philips if available. If Customer requests that the Services be performed on-site, then Philips will perform the Services on-site subject to availability and to additional Fees which Philips will communicate to Customer.
3. Scheduled Software Installation Coverage. Upgrade installation performed by Philips will be performed during Weekday Office Hours, however Philips will make commercially reasonable efforts to accommodate Customer requests to perform Upgrade installation outside of Weekday Office Hours.
4. Notice of Upgrades. Once a Upgrade is available, Customer accepts sole responsibility for any consequences of delaying or failing to complete (or to allow Philips to complete, if applicable) the Upgrade implementation. Without limiting the generality of the foregoing, Customer acknowledges that its delay or failure to implement available Upgrades may result in (without limitation) non-compliance with new datasets, bug-fixes which cannot be applied, and other technical issues. and Philips shall have no liability or responsibility in connection with the foregoing. Philips only supports.
  1. current release of the Licensed Software;
  2. the immediate three.
  3. prior releases of the Licensed Software (the “N-3” version). Notwithstanding the foregoing, Philips will use commercially reasonable efforts to provide Customer with Technical Support Services for Licensed Software during the term for a maximum of twelve (12) months’ from the date that Customer is notified that a Upgrade is available, however Philips is unable to guarantee Technical Support Services will be available for non-current Licensed Software, including without limitation bug fixes and Licensed Software troubleshooting. Customer agrees and acknowledges that Services for non-current Licensed Software versions may be subject to additional Fees.
Releases and Exclusions from Services
1. Release from responsibility. If Customer fails to comply with any of its obligations under this Interoperability Service Terms attachment and the Schedule, then Customer expressly releases Philips from its obligation to perform the Services and from any liability in connection therewith, including without limitation in any of the circumstances listed below:
  1. Any failure of Customer to maintain all items of hardware and software necessary for the proper functioning of the Licensed Software (including without limitation where Customer does not maintain the server properly and this leads to any Incident in the Licensed Software);
  2. Any unauthorized changes made to the Licensed Software or any changes to the operating environment made without notification to and consent of Philips;
  3. Any failure of Customer to provide Philips with communications access to enable Philips to support the Licensed Software;
  4. Any failure of Customer to report Incidents to Philips;
  5. Any failure of Customer to upgrade the Licensed Software to a supported version.
  6. Any of Customer to pay Fees to Philips when due;
  7. Any failure of Customer to ensure that those contacting Philips with support issues have undergone full training on the Licensed Software by Philips authorized staff or by the Key User.
Fees, Taxes, and Payment
1. Fees. Fees for Services under this attachment are specified in the applicable Quotation(s). Fees are exclusive of applicable taxes which will be invoiced to and paid by Customer. All currency amounts are stated in US dollars.
2. Invoices and Payment Terms. Philips shall invoice the Fees and applicable taxes, and Customer shall pay the Fees and applicable taxes as follows:
  1. Annual Technical Support Service Fees. Fees for Technical Support Services will be invoiced to Customer annually for each year of the term. Customer shall pay each Annual Technical Support Service Fee to Philips within 30 days of the date of the applicable Philips invoice. Unless otherwise specified by Philips under the applicable Quotation:
    1. if Customer agrees to a renewal term for Services under this attachment at least six (6) months’ in advance of the expiration of any then-current term by issuing Philips a confirming purchase order, then Philips will hold the then-current Annual Technical Support Service Fee firm during the applicable renewal term.
    2. In all other cases, the Annual Technical Support Service Fee is subject to increase after the initial term is completed, in which case Philips will notify Customer in writing in advance of the applicable renewal term, with any such increase to be effective from the commencement of the applicable renewal term.
  2. Professional Services. Unless otherwise specified in the applicable Quotation, Fees for Professional Services will be invoiced to Customer upon receipt of a confirming Customer purchase order. Unless otherwise stated in the applicable Quotation, Professional Service Fees are due and payable within 30 days of the date of the applicable invoice.
3. Professional Services Fees. The following additional terms apply to Fees for Professional Services.
  1. Deliverables. In the event that a Quotation provides Deliverables are to be invoiced upon delivery by Philips, and there is more than one (1) Deliverable in the Quotation (for example, multiple projects), then
    1. each such Deliverable will be deemed to be a stand-alone item,
    2. Philips may invoice for each item as it is delivered, and
    3. Customer will pay for each item as it is invoiced.
  2. Hourly Rates. In the event that a Quotation provides for an hourly rate for Professional Services Fees, Philips will invoice Customer for actual hours spent performing any Professional Services. Such invoice may exceed the total estimated amount as set out in the Quotation. If Philips foresees that the estimated amount of hours will be exceeded by more than 10%, it will use commercially reasonable efforts to inform Customer thereof. In addition to the Fees, Customer shall reimburse Philips for all expenses actually incurred by Philips in performing the Professional Services, including travel, lodging, meals, transportation, and other customary out-of-pocket expenses. At Customer’s request, Philips will furnish reasonable documentation supporting all such expenses. In the event that the Services under this attachment are terminated before the end of the term, any Professional Service Fees invoiced to and paid for by Customer are non-refundable, and any Fees for Professional Services which have been performed by Philips as of the termination date will be invoiced to and paid for by Customer to Philips.
4. Suspension of Services. In the event that Customer does not pay the Fees or any portion thereof, when due, Philips may, in addition to any of its other available remedies, immediately suspend Customer’s and each of its Users’ right to receive the Services under this attachment.
Intellectual Property
Customer acknowledges and agrees that, as between Customer and Philips or its licensors, Philips owns all worldwide right, title and interest, including all Intellectual Property Rights, in and to:
1. The Services;
2. Licensed Software;
3. Deliverables; and
4. any modifications, enhancements, Upgrades, Updates or customization to the Licensed Software or any user documentation. Customer does not acquire any rights, title or ownership interests of any kind whatsoever, express or implied, in any of the foregoing or in any other Philips Intellectual Property other than the licenses granted herein.
Order of Precedence
1. With respect to the Licensed Software and Services, in the event of any conflicts between the terms of these Interoperability Service Terms, the Schedule, the Conditions of Sale, and any other Schedules, Exhibits or the Quotation, these Interoperability Service Terms shall govern, followed by the Schedule, followed by the Conditions of Sale and then the terms of any Quotation, unless expressly stated otherwise in any of the foregoing.

Schedule 12-B

Service Levels Exhibit
Service Level Summary (Rev 25.2)

Support Services	Telephone / Remote Support	X
	Standard Coverage Hours	As defined Above
	Extended Coverage Hours (24/7)*	X
Software Services	Updates & Upgrades performed by Customer	X
	Updates & Upgrades performed by Philips	Can be purchased as Additional Service Days
	Response times** Priority 1 & 2 incidents	30 minutes
	Response times** Priority 3, 4, & 5	2 hours
	Priority 1 Incident Resolution time** –from the time the Incident report is received by Level 3 support	72 hours
	Priority 2 Incident Resolution time **– from the time the Incident report is received by Level 3 support	120 hours
	Priority 3 Resolution time** from the time the problem report is received by support	Commercially reasonable efforts to have issue resolved as soon as reasonably practicable
	On-Site/Remote training	Can be purchased as Additional Service Days.
Professional Services	Release notes & Planning	X
Professional Services	Other Professional Services	Can be purchased as Additional Service Days.
Customer Site Network Access Selected	(Remote; Coordinated Remote; On-Site (see Section 2.7.2 for details) )	Coordinated Remote Access

* Priority 1 and 2 will be addressed 24 x 7 (High priority incidents) and others during standard Coverage Hours

** Response times and Resolution times are only available for Customers who have provided Remote Network Access.

Schedule 13
Radiology Operation Command Center (“Subscription Service”) Schedule (Rev 25.2)

This Product-specific Schedule is subject to and incorporated into the Conditions of Sale (this Product-specific Schedule, together with the Conditions of Sale and the Quotation(s), are referred to as the “Agreement”). Without limiting the applicability of Section 19 (Product-Specific Terms) of the Conditions of Sale, the following sections of the Conditions of Sale do not apply to this Schedule 13: 2.4 -2.5 (Quotation, Order, and Payment), 3 (Philips Security Interest until Full Payment), 5 (Lease and Trade-In), 6.2 (Shipment and Delivery Date), 7.1, 7.3, 7.4 (Installation), and 8 (Product Damages and Returns).

Definitions
1. “Agreement Effective Date” means the date of Customer’s acceptance of the Quotation, as documented by the date of Customer’s authorized representative’s signature on the Quotation.
2. “Command Center” is a Command Center site location which connects the Command Center displays to the Spokes as well as the elements of the Subscription Services that are located at the Command Center.
3. “Command Center Seat” is a Subscription Service entitlement issued to Customer for a specified number of concurrent (unless otherwise specified on the Quotation) End Users to access the Subscription Service in connection with a Command Center.
4. “Customer Acceptance Form” means Philips then current form confirming successful implementation of the Subscription Service for a Spoke or group of Spokes in conformance with the Documentation.
5. “Customer Device” is a Customer-owned and managed computer, virtual machine, workstation, terminal, or other electronic device used to access the Subscription Service.
6. "Customer Site" is a physical address where Philips deploys Hardware and Software to support the Subscription Service.
7. “Documentation” is the Instructions for Use (IFU), IT specifications, manuals, and any other current specifications for Subscription Service published by Philips for the purpose of describing the proper installation, use, and functioning of Subscription Service.
8. “End User” is an authorized, individual user credentialed to access any element of Subscription Service. Customer is responsible for ensuring End Users’ compliance with the terms of the Agreement.
9. “Final Go-Live” means the date that all Spokes committed for implementation in Customer’s initial Quotation have gone live, as evidenced by the date of Customer’s signature of the Customer Acceptance Form(s) for all Spokes.
10. “Go-Live” means, with respect to each Spoke or group of Spokes, the date Customer has signed the Customer User Acceptance form for that Spoke or group of Spokes. If Customer does not sign the Customer Acceptance Form and fails to provide Philips notice of any nonconformities within five (5) days of Philips’ completion of testing and implementation, the relevant Spokes will be considered to have achieved Go-Live as of the end of Philips’ testing period. In any event Spokes are considered to have achieved Go-Live upon Customer’s clinical use.
11. “Hardware” is all hardware supplied by Philips as part of Subscription Service and described on the Quotation. Customer Hardware does not include Spokes or Customer Devices.
12. “Quotation” is the document specifying the specific Subscription Service ordered by Customer and other Subscription Service terms referenced by this Schedule including, but not limited to, license quantities and fees. The Quotation is incorporated into this Schedule.
13. “Software” is any software supplied by Philips as part of the Subscription Service.
14. “Spoke(s)” is a Customer imaging acquisition system compatible with the Subscription Service that has been connected to a Command Center via the Subscription Service. Philips makes no representation that any particular make or model of imaging system will be compatible with Subscription Service.
15. “Standard Support Hours” are Philips’ standard available hours to provide Support, which are Monday through Friday between 8:00 AM and 5:00 PM local time, excluding Philips’-recognized holidays for Customer’s region.
16. “Statement of Work” is the Statement of Work signed by Customer and Philips as part of the Quotation and setting forth the project scope and implementation tasks of Customer and Philips.
17. “Subscription Client Device” is a Philips provided Hardware desktop with touchscreen for Technologists to access the Subscription Service at their point of care locations.
18. “Subscription Service” means the Software, Updates, Upgrades, Hardware, Support, Training, and other services described in this Schedule as well as the Quotation.
19. “Service Term” is defined in Section 9.1.
20. “Support” is defined in Section 5.
21. “Update” is a minor (incremental) or level release of Software that may include fixes, enhancements, or minor changes to functionality.
22. “Upgrade” is a major release of Software that may incorporate significant new features or functionality.
Subscription Service
1. Generally. During the Service Term, and subject to the terms of the Agreement, Philips will provide the Subscription Service as described in the Documentation and the Quotation(s).
2. Hardware. As part of Subscription Service, Philips will provide Customer with Hardware for use during the Service Term. Philips retains full ownership of the Hardware. Customer agrees to keep the Hardware free and clear from all claims, liens, and encumbrances and will not assign, sublet, or grant a security interest in the Hardware. Customer will, at Customer’s expense, maintain insurance against all risk of damage to or loss of the Hardware other than that caused by Philips. If Hardware is damaged or destroyed (excluding normal wear and tear) Philips will charge Customer, the then-current list price for the Hardware. Philips will upgrade or replace the Hardware as necessary during the Service Term to ensure Subscription Service is functioning according to the Documentation or if required to support an Update or Upgrade of the Software. Customer may not modify, relocate, or install third-party software on the Hardware without Philips’ prior written consent. Philips will attempt to reasonably accommodate any Customer requests to relocate Hardware. Hardware relocation services will be provided at Philips’ then-current time and materials rates plus travel and expenses.
3. Subscription Software. Software provided by Philips as part of the Subscription Service is described on the Quotation and the Documentation. Certain of the Software is hosted in a Philips-managed environment as described by the Documentation.
Implementation
1. Implementation Plan. Within ten (10) business days of the Agreement Effective Date, Customer will complete Philips’ Customer on-boarding sheet containing information about the Spokes, staff to be connected to the Subscription Service, roles, desired access levels, and physical location of Customer Sites.
2. Customer Implementation Tasks. Customer will promptly complete its implementation tasks described in the Statement of Work within the timeframes provided therein.
3. Customer Acceptance Form. Customer will promptly and without delay sign the Customer Acceptance Form for each Spoke or group of Spokes that are concurrently implemented by Philips in conformance with the Documentation.
Software Upgrades, Updates, and Fixes
1. Generally. During the Subscription Term, Philips will provide Customer with Updates and Upgrades that are made generally available by Philips to Subscription Service customers. Customer acknowledges that certain functionality in current and previous Software versions may not be available in future Upgrades.
2. Third-Party Software. Philips is not under any obligation to update software supplied by third parties, including, but not limited to: operating system licenses, database software licenses, Customer access licenses, and anti-virus for Customer Devices.
3. Update/Upgrade Requirements. In order to receive an Update or Upgrade Customer will ensure:
  1. compliance with all terms and conditions of the Agreement;
  2. the accessibility of the Hardware and Software to Philips personnel;
  3. the identification of one Customer representative, in writing to Philips, who will manage and be responsible for Customer’s selection and scheduling of the installation of Updates and Upgrades; and
  4. that Customer Devices, Spokes, and all other Customer-supplied software and hardware, as well as Subscription Enabled Devices, meet the specifications of the Update or Upgrade. Customer will procure any hardware and/or software necessary to meet the Update or Upgrade specifications.
4. Installation. Update and Upgrade installation will take place at a mutually agreed time. Support for any Update or Upgrade will occur during Standard Support Hours. If Customer requires additional installation support or clinical services, Philips will provide such support or services to Customer at Philips’ then-current labor and material rates.
Support
1. Generally. During the Service Term and subject to the limitations below, Philips will provide Subscription Service Support listed on the Quotation(s) as described in this section. Support is subject to change in accordance with Philips’ most current Subscription Service Support policy.
2. Telephone and Remote support. Philips will provide telephone and remote support coverage for the Subscription Service during Standard Support Hours.
3. Remote Access & Diagnostics. Philips may remotely access the Spokes, Software, and Hardware at Customer Sites to perform Support. Customer will provide 24x7 remote access to the Spokes, Hardware (including Subscription Client Devices), and Software as requested by Philips.
4. On-Site Labor and Travel. If Philips determines it to be necessary, Philips may provide on-site Support to resolve Hardware and Software issues during Standard Support Hours.
5. Intermediate Resolutions. Customer will implement any intermediate resolutions or workarounds as determined by Philips pending a long-term resolution.
6. Other Products and Services. Philips provides Support for Subscription Service only. Customer is responsible for all elements of usage and maintenance of Customer Device(s), Spokes, cameras, and other Customer-supplied software, hardware and infrastructure, including but not limited to their security, anti-virus, user authentication, patching, maintenance, and networking. Upon request, Philips may provide compatibility documentation and specifications for Customer Device integration with Subscription Service.
Warranty
1. Philips warrants that the Subscription Service will perform materially in accordance with the Documentation during the Service Term (the “Subscription Service Warranty”).
2. To make a Subscription Service Warranty claim, Customer must promptly notify Philips in writing. Upon receipt of the warranty claim, Philips will use commercially reasonable efforts to repair or modify the Subscription Service to restore performance in accordance with the Documentation. Philips does not represent or guarantee that all errors can be corrected. If, after using commercially reasonable efforts for a period of not less than 30 days, Philips is unable to repair the Subscription Service, Customer may terminate the Service Term without liability upon written notice to Philips. The foregoing is Customer’s sole and exclusive remedy for Subscription Service Warranty claims.
3. SUBSCRIPTION SERVICE IS NOT A SUBSTITUTE FOR STANDARD IN-PERSON MEDICAL CARE, INCLUDING IN-PERSON CONSULTATION, IN-PERSON MONITORING OF PATIENTS, OR ANY OTHER HEALTH CARE SERVICES PROVIDED BY CUSTOMER. CUSTOMER AND ITS USERS ARE ULTIMATELY AND SOLELY RESPONSIBLE FOR ANY AND ALL MEDICAL CARE AND HEALTHCARE SERVICES RENDERED TO INDIVIDUALS. PHILIPS EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY RELEASES, PHILIPS FROM ANY AND ALL LIABILITY RELATING TO CLAIMS OF PERSONAL INJURY, MEDICAL MALPRACTICE, OR OTHERWISE RELATING TO MEDICAL CARE OR HEALTHCARE SERVICES RENDERED TO INDIVIDUALS IRRESEPCTIVE OF WHETHER ANY ASPECT OF SUBSCRIPTION SERVICE IS BEING USED BY CUSTOMER AT THE TIME THE CLAIM(S) AROSE.
4. ALL WARRANTY EXCLUSIONS AND DISCLAIMERS SET FORTH IN THE CONDITIONS OF SALE APPLY IN FULL TO THIS SUBSCRIPTION SERVICE WARRANTY.
Additional Customer Responsibilities
1. Customer Infrastructure. Customer is responsible for ensuring all customer-managed infrastructure (whether hardware, software, physical or virtual operating environments) required to interface with, support, or utilize the Subscription Service meets the requirements set forth in the Documentation.
2. System Administrator. Customer will designate one individual(s) to serve as its system administrator (“System Administrator”) and an alternate, who will serve as Philips’ primary support contacts. These individuals should be familiar with all aspects of training provided by Philips, including End User and system administrator training. The System Administrator will also be responsible for facilitating communication to Customer’s biomedical service engineering.
3. Security. Customer is solely responsible for providing adequate security to prevent unauthorized access to customer-managed infrastructure connected to Subscription Service.
4. User Authentication. Customer agrees to enable a cloud-based Identify Provider that meets Philips’ requirements in the Documentation to authenticate (single-sign-on) End Users for Subscription Service. If Customer lacks a cloud-based Identity Provider meeting the requirements in the Documentation, then Customer agrees to use Philips’ Identify Access Management service with Multi Factor Authentication as the Identify Provider for Subscription Service.
5. User Account Management. Customer is responsible for creating, maintaining, and managing its End Users accounts used to access Subscription Service, including but not limited to tasks such as creating new accounts, resetting passwords, assigning access levels, and deactivating or revoking access.
6. Liability for Misuse. Customer is solely responsible for the activities of its End Users and their compliance with this Agreement and the Documentation.
7. Customer Devices and Spokes. Customer will procure and maintain all Customer Devices and Spokes. Customer Devices and Spokes must meet the minimum requirements for the Subscription Service set forth in the current Documentation. Minimum requirements for Customer Devices and Spokes may change during the Service Term. Any upgrades or modifications to Spokes that may impact Subscription Service functionality should be reported to Philips promptly for an Engineering Change Board (ECB) to review the proposed changes. Customer is solely responsible for determining whether Customer Device displays are of diagnostic quality and for maintaining the displays in accordance with the manufacturer’s specifications.
8. Required Documentation. Customer will provide Philips with the service manuals for any non-Philips hardware and software required for performance of the Subscription Service.
9. OEM Cooperation. Customer will ensure the timely cooperation of Spoke and Customer Device manufacturers with Philips to ensure there is no delay or interruption in implementation or Support of Subscription Service. Philips reserves the right to charge to Customer’s account additional labor hours incurred due to Customer’s failure to secure such cooperation.
Education and Training
1. Training Entitlement. All training included in the Quotation is made available during the implementation process and must be requested and used by Customer no later than twelve (12) calendar months from the start of the Service Term. Thereafter, Philips has no further obligation to deliver such training.
2. Additional Education and Training. Philips may provide additional applications training upon request of Customer at Philips’ current prices. Training does not include: maintenance or diagnostic-related technical training or applications training on hardware or software not provided by Philips.
3. Scheduling. Initial application End User training must be scheduled at least eight (8) weeks in advance. Changes to scheduled Training must be received in writing by Philips at least two (2) weeks prior to scheduled delivery. Requests for additional training can be accommodated by a notification to the Customer Delivery Manager.
4. Course Location. Training may be conducted at Philips’ training facilities, Customer Sites, or remotely.
5. Travel. Philips’ travel expenses for all training delivered at Customer Sites are included in the price described in Quotation(s) for onsite training. All travel and living expenses incurred by End Users are Customer’s responsibility.
Service Term and Billing
1. Service Term. The Service Term commences upon the Agreement Effective Date and ends once the number of full calendar months following Final Go-Live set forth on the Quotation have elapsed. The Service Term is non-cancellable.
2. Spoke Volumes and Monthly Fees. The Quotation sets forth the quantity of Spokes Customer commits to receive Subscription Service each month of the Service Term following Final Go-Live (the “Committed Spoke Volume”), the Fees per Spoke, and the monthly minimum Fees for the committed Spoke Volume (the “Minimum Monthly Fees”). Each month prior to Final Go-Live, Philips will commence billing for each Spoke that has achieved Go-Live in the previous month. Starting with the first full month following Final Go-Live, Philips will bill, and Customer will pay, the greater of: (1) the Minimum Monthly Fees, or (2) the total Fees owed according to Customer’s current contracted Spoke count.
3. Implementation Fee. Unless otherwise set forth on the Quotation, the implementation fee will be billed upon Final Go-Live.
4. Off-Hours Support Fee. Any request made for Support outside of Standard Support Hours will be billed based at Philips’ standard time and materials rates.
5. Net Payment Terms. Unless otherwise set forth on the Quotation, Customer will pay Philips’ invoices within 30 days of Philips’ invoice date.
6. Price Indexation. Philips reserves the right to adjust customer list pricing and (or) net pricing, during the Term of the agreement, in accordance with the Consumer Price Index published by the United States Department of Labor in its website at http://www.bls.gov/cpi. Such adjustment in pricing requires 30-day written notice, will not be retroactive, cannot start before first year of contract and will not exceed more than 5% change annually.
Termination and Suspension
1. Termination. Either party may terminate the Service Term upon a material breach of this Agreement by the other party if such breach is not cured within 30 days after receipt of written notice specifying the breach.
2. Suspension. In addition to any other rights or remedies Philips may have, Philips may, at its discretion, suspend Subscription Service to protect the security or integrity of Subscription Service, or 2) if Customer has breached its obligations under this Agreement where such breach is irremediable or, if the breach is remediable, Customer fails to remedy such breach within 30 days after being notified in writing to do so. Philips will not exercise this remedy without prior written notice to Customer, unless such prior written notice is not reasonably possible, for instance, with regard to the protection of the security of the Subscription Service.
Conclusion of Services
1. Decommissioning Steps. Upon termination or expiration of the Service Term, the following decommissioning steps will be taken: 1) Site assessment; 2) Hardware decommissioning; 3) Customer cloud decommissioning; and 4) Customer sign-off of decommissioning.
2. Hardware Return Condition. Customer will ensure that all Hardware is clean and sanitized and that all potentially infected materials and biological fluids are removed prior to its de-installation and removal.
3. Failure to Return Hardware. If Philips does not receive possession of the Hardware within 30 days from the end of the Service Term Philips will, at its option, either charge Customer the amount of the replacement cost of the Hardware or charge Customer a rental fee of ten percent (10%) of the Hardware replacement cost per month until the Hardware is returned.
4. Data Removal. Customer will ensure that all personal data has been removed from the Hardware as of the date the equipment is removed. To the extent Customer has not done so, Customer agrees to reimburse Philips for any out-of-pocket costs Philips incurs to remove personal data from the Hardware.
5. Data Return. No clinical data is archived by Philips in providing Subscription Service, nor is clinical data storage an intended use of Subscription Service. Accordingly, Philips will not provide Customer data back to Customer at the conclusion of Services, unless Customer requests the return of available data prior to the conclusion of the Service Term. Philips will provide any available data in Philips’ standard format.
6. No Use Beyond Service Term End. Philips has no obligation to provide Subscription Service beyond the conclusion of the Service Term. Upon termination or expiration of the Service Term Customer shall immediately cease all use of Subscription Service. In the event that Customer obstructs or delays Philips’ discontinuation of Subscription Service through Customer’s continued use of Subscription Service, in addition to any other rights and remedies Philips may under this Agreement or at law, Customer will pay Philips’ then-current list price for the total Spokes contracted under the expired Service Term for each month or partial month that Customer delays decommissioning.

Schedule 14
Additional Terms and Conditions for Technology Maximizer (Rev 25.2)

Services
If Philips Technology Maximizer (“Technology Maximizer”) is purchased under this Agreement for a specific piece of Equipment identified by its serial number, and the requirements of the Agreement are satisfied, then Philips will make available upgrade(s) during term of agreement for the Equipment as outlined below and according to the Technology Maximizer version listed on the Quotation. Technology Maximizer is available in the following versions, subject to modality and market variations:
1. Technology Maximizer Essential
  1. Maintain Equipment at latest configuration as follows:
    1. Major release upgrades to the core system Licensed Software which is designed to run the system's hardware and essential application programs (“Core System Software”);
    2. Third party operating system (OS) updates;
    3. Any available safety and security updates which are included in a major release;
    4. If operational workflows are modified in the latest upgrade, Philips will provide clinical training for new or enhanced functionality of that upgrade; and
    5. Hardware replacement to support software upgrades is not included unless specifically included in the Quotation.
2. Technology Maximizer Plus
  1. Maintain Equipment at latest configuration as follows:
    1. All Technology Maximizer Essential deliverables listed above;
    2. Software upgrades to previously purchased Philips Licensed Software on the Equipment other than the Core System Software such as ancillary applications which accomplish specialized clinical functions on the Equipment;
    3. Application training for new or enhanced functionality included in upgrades to Licensed Software noted in 1.2.1.2; and
    4. Computer hardware replacement necessary to support software upgrade, as/if needed. This entitlement is limited to one replacement unless specifically included otherwise in the Quotation.
3. Technology Maximizer Pro
  1. Selected access to future clinical innovation released during term of agreement as follows:
    1. All Technology Maximizer Plus deliverables listed above; and
    2. New features and/or applications within selected clinical area, as specified in the Quotation determined by Philips as eligible in the Technology Maximizer Pro program.
    3. Advanced training for new features and/or applications provided under 1.3.1.2.
4. Technology Maximizer Premium
  1. Full access to future clinical innovation across selected clinical domains released during term of agreement as follows:
    1. All Technology Maximizer Pro deliverables listed above; and
    2. New future clinical features and/or applications across selected Philips clinical domain on the Equipment as specified in Quotation determined by Philips as eligible in the Technology Maximizer Premium program.
Terms and Conditions of Technology Maximizer
1. Technology Maximizer does not include basic Equipment preventive maintenance which is purchased separately.
2. Licensing. All Philips Licensed Software upgrades are subject to the Licensed Software terms and conditions agreed to at purchase of the Equipment or Licensed Software sale (as applicable), including but not limited to usage and license limitations.
3. Software Warranty. All Philips Licensed Software upgrades issued under this Agreement are subject to the warranty terms and conditions agreed to at purchase of the Equipment or Licensed Software sale (as applicable) for a warranty period of 90 days.
4. Upgrade preconditions. All upgrades and new software features and/or applications may be delivered, if and when:
  1. made commercially available by Philips after the Start Date and before the End Date specified in the Quotation;
  2. supported by the Equipment hardware and configuration; and
  3. intended for use in the “clinical domain” identified in the Quotation or otherwise as explicitly specified in the Quotation.
5. Term of Technology Maximizer. If purchased with the sale of Equipment Technology Maximizer service coverage begins one day following the first year of the warranty period or as specified on Quotation. Technology Maximizer purchased after sale of Equipment shall begin on the Start Date listed on the Quotation.
6. Upgrade Delivery Process. Philips will notify Customer of an upgrade that is included in Customer’s Technology Maximizer entitlement. Customer must provide written notice (email acceptance is sufficient) of intent to receive the upgrade within the term of the Technology Maximizer Agreement. If Customer does not provide written notice of intent to receive the upgrade within term of the Technology Maximizer Agreement, then Philips is under no obligation to provide such upgrade. If the Technology Maximizer Agreement term expires after Customer has provided written notice to receive the upgrade, but before it is delivered, then Customer is entitled to receive it within year following such expiration and must schedule the installation within this one-year period.
7. Upgrade Limitations. The upgrades provided under Technology Maximizer:
  1. are available only for the designated Equipment specified on the Quotation;
  2. unless explicitly described otherwise in the Quotation and except in case of Technology Maximizer Pro and Premium, do not include new applications, options or the like that were not purchased with the Equipment, or purchased separately from Philips for the Equipment;
  3. may not be sold, transferred, or assigned to any third party; and
  4. are subject to the terms and conditions of the Agreement and any licensing terms and conditions included in the purchase of the Equipment from Philips.
  5. Parts removed for the purpose of an upgrade become the property of Philips on an exchange basis as defined in the Agreement.
8. Availability limitation. In case Customer refuses the installation of an upgrade, or in case no upgrade is provided by Philips (for any reason, e.g., not made available commercially) during the Term of the Technology Maximizer entitlement, no credit for any already paid amounts is carried forward or eligible for refund. Philips makes no representations in number of Core System Software, OS, ancillary or other Licensed Software upgrades or enhancements that shall be made available to Customer during the term of this Agreement. The release of all third-party software publishers’ upgrades is at the sole discretion of the software publisher and only to the extent made available to Philips. All such third-party software is subject to prior validation by Philips for use with the Equipment. Philips validation of third-party software includes without limitation screening for safety issues, processing delays, or image distortion. Any upgrades/updates or enhancements to the Philips application software is subject to regulatory clearance and commercial availability, solely at Philips’ discretion.
9. Termination. If the Agreement is terminated due to the fault of Customer or Customer defaults under the Agreement after any upgrades under this Technology Maximizer have been provided by Philips, then Customer shall pay Philips the list price of the so provided upgrades within 30 days of such termination or default. No paid amount is eligible for refund.

Schedule 17

Clinical Integration & Insights (CI&I) (Rev 26.1)

	Capsule Integration	Capsule Monitor	Capsule Surveillance
Capsule Perpetual Licensed Software Products (requires purchase of annual maintenance and support)	Capsule Connectivity Capsule Advanced Integration	Capsule Early Warning Scoring System
Capsule Subscription Services	Capsule Connectivity		Capsule Surveillance Capsule Reporting & Analytics
Capsule Hardware	Neuron Axon 110, 410, and 810 Power supplies & cords Cable sets	Chart Xpress bundle Vitals Plus bundle Barcode Scanner Roll Stand & wall mount Proximity Card Reader Kit Barcode scanner
Consumables		Capnography lines
Services	Project Management System Implementation Field Service Integration Testing Go-Live Support	Project Management System Implementation Field Service Integration Testing Go-Live Support Clinical Specialist Clinical Training	Project Management System Implementation Field Service Integration Testing Go-Live Support Clinical Specialist Clinical Training Clinical Data Scientist

Application of the Conditions of Sale
1. 1.1 Without limiting the applicability of Section 13.14 (Product Specific Terms), the following sections of the Conditions of Sale do not apply to this Schedule: 2 (Leases and Trade-In), 4 (Product Warranty), and 9 (Licensed Software).
Definitions
1. “Capsule Surveillance Software” means the specific Capsule Surveillance software products identified in an Order.
2. “Capsule Software” means the specific Capsule Software products identified on an Order. The Capsule Software also includes DDIs, Documentation and any Updates for such products provided to Customer pursuant to this Agreement. Capsule Software includes Capsule Surveillance Software unless otherwise indicated in this Agreement.
3. “Customer Portal” means the web accessible customer portal where Customer can download the licensed Capsule Software, access documentation and other support tools related to the Capsule products and services.
4. “DDI” means a software module used as part of the Capsule Software to connect to a specific Medical Device or hospital information system. The Capsule Software is typically installed with multiple DDIs which can be used simultaneously. “DDI Library” means the collection of DDIs available on Philips’ website.
5. “Documentation” means the user’s guide, programmer’s guide and help files included with the Capsule Software.
6. “Error” means a defect or malfunction consisting of reproducible behavior by the Capsule Software that does not correspond to the Documentation and that obstructs the use of the Capsule Software.
7. “Facility” means Customer’s hospital or other health care facility located at the “ship to” address on an Order.
8. “Hardware” means the hardware and accessories sold by Philips to Customer.
9. “License” means the right to use the Capsule Software in the Facility to connect Medical Devices to hospital information systems. The types of Licenses available as of the Effective Date are described in Schedule 17-D and subject to the terms set forth in Schedule 17-D. Licenses are specific to the Facility for which they are purchased and may not be transferred between Facilities without Philips’ prior written consent. The types and numbers of Licenses being purchased by Customer are specified in an Order.
10. “Medical Device” means a device that collects medical data via sensors or manual entry and for which Philips has a current DDI available.
11. “Order” means Schedule 17-A to this Agreement or a subsequent order either signed by Customer or issued by Customer and accepted by Philips.
12. “Order Effective Date” means the date of the Quotation for Customer, made pursuant to these Terms and Conditions, is accepted by Customer, as evidenced by the signature of Customer’s authorized representative on such Quotation.
13. “Subscription Service” means those Capsule Software products that, if purchased by Customer, are provided on a subscription basis for the term set forth on the order, and not as perpetual Licenses.
14. “Support” means Philips' support and maintenance of the Capsule Software, as more fully described in Section 6 and Schedule 17-E.
15. “Update” means an updated version of the specific Capsule Software products licensed to Customer pursuant to this Agreement, including fixes, enhancements and new releases, but excluding anything that Philips licenses as a separate product.
Capsule Software License
1. License Grant. Philips grants to Customer a non-exclusive, non-transferable right to use the Capsule Software subject to Customer complying with the terms and conditions of this Agreement, including payment for the proper number and type of Licenses. The specific type of license granted to Customer, as more fully described on Schedule 17-D, shall be set forth in the applicable order.
2. Intended Use Statement(s). Schedule 17-C sets forth the intended use statements for the individual Capsule Software and Capsule Hardware products. CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THIS (THESE) STATEMENTS, AND COVENANTS NOT TO USE THE PHILIPS PRODUCTS INCONSISTENT WITH, OR BEYOND THE SCOPE OF, THIS (THESE) STATEMENT(S), AND THAT Philips WILL HAVE NO LIABILITY FOR ANY SUCH USE BY CUSTOMER.
Fees, Invoicing and Payment

License Fees. Customer shall pay Philips the License fees set forth on an Order for any License(s) purchased hereunder. Unless otherwise set forth on an Order, License fees for any License(s) will be invoiced upon execution of this Agreement or Philips’ acceptance of a subsequent Order for Licenses.
Subscription Service Fees & Renewal. Customer shall pay Philips the fees set forth on an Order for the initial Subscription Service term. Unless otherwise set forth on an Order, Subscription Service fees for the first year will be invoiced upon the Subscription Services start date as set forth in Section 5.1.3. Subscription Services renewal fees are invoiced annually, 60 days in advance of the anniversary of the Subscription Services start date as set forth in Section 5.1.3. Annual Subscription Service fees, including for Capsule Surveillance Software, may be increased by Philips annually by the greater of (i) 5% per year or (ii) the most recently published 12-month percent change in the United States consumer price index for medical care services (CPI-MCS) as of the annual invoice date. Notwithstanding anything to the contrary in this Section 4.2, and for the avoidance of doubt, the Capsule Surveillance Software subscription start date is upon the go-live date of Surveillance Software being activated for Licensee (“Surveillance Subscription License Start Date”) for a mandatory 5-year term (“Initial Surveillance Subscription Term”). The Capsule Surveillance Software subscription will be invoiced automatically each year upon the Initial Surveillance Subscription License Start Date anniversary. After the expiration of the Initial Surveillance Subscription Term, the subscription will be renewed and invoiced automatically each year unless Customer or Philips provides 60 days’ prior written notice before the next annual term begins. Philips is not obliged to provide Capsule Surveillance Software subscription service beyond the expiration date of an applicable Surveillance Subscription Term.
Annual Support Fees and Renewal. Customer shall pay Philips the fees set forth on an Order for the initial annual Support term. Unless otherwise set forth on an Order, the initial annual Support term fees will be invoiced upon the Support term start date as set forth in Section 6.1.3. Support renewal fees are invoiced annually, 60 days in advance of the anniversary of the Support term start date. Annual Support fees may be increased by Philips annually by the greater of (i) 5% per year or (ii) the most recently published 12-month percent change in the United States consumer price index for medical care services (CPI-MCS) as of the renewal invoice date.
Hardware Fees. Customer shall pay Philips the Hardware fees set forth on an Order. Individual per unit Hardware prices exclude shipping and handling costs; actual shipping and handling costs are prepaid by Philips and charged back to Customer, and will be separately itemized on the related invoice. Unless otherwise set forth on an Order, Hardware fees and related shipping and handling costs will be invoiced upon delivery of the Hardware.
Professional Services Fees. Customer shall pay Philips the Professional Services fees agreed to by the parties in a Statement of Work (SOW) or an Order accepted by Philips. Unless otherwise set forth on an Order, Philips shall invoice Customer for the actual Services Fees and related travel expenses incurred in a month, on a monthly basis, in arrears.
Payment. Customer shall pay all fees within 30 days from Philips’ invoice date. Customer will issue any purchase orders and payments due hereunder to Philips according to the payment instructions provided by Philips.

Delivery and Acceptance
1. Software.
  1. Upon execution of this Agreement, Customer will be granted access to the Customer Portal on Philips’ website so that Customer can download the Capsule Software and Documentation. The License for Capsule Software listed on the order will be deemed delivered and accepted upon Customer’s being provided with such access. Acceptance of subsequent Licenses or additional Capsule Software products occurs upon Philips’ acceptance of an Order for those Licenses or products.
  2. Upon installation by Customer, the Capsule Software will generate a code. Customer will use that code in Philips’ automatic key generation tool to create the corresponding unique key (“Site Key”). Upon input of the Site Key, the Capsule Software will be activated. A separate Site Key is required for each server on which the Capsule Software is installed and for each new Capsule Software product. Instructions for activation will be sent to the email address indicated in the “ship to” box on an Order, unless another email address is clearly identified on the Order for this purpose.
  3. Unless otherwise set forth on an Order, the initial term for the Subscription Service starts on the date on which the production license key to activate such Subscription Services is delivered to Customer electronically. Unless otherwise specified in writing, the production license key will be delivered within 90 days of the Order, and the duration of the Subscription Service term shall be five years. The term for subsequent, additional purchases of Subscription Service starts upon Philips’ acceptance of a subsequent Order. Renewal terms are annual in duration and are invoiced as set forth in Section 4.2.
  4. If Customer fails to order a renewal for Subscription Service or orders Subscription Service but fails to pay the required Subscription Service fee within the required payment period, Philips will apply reinstatement fees. The Subscription Service Reinstatement Fee is equal to two times the amount of the Subscription Service fee that should have been paid during the lapsed period (“Lapsed Subscription Service Fee”). The amount of the Lapsed Subscription Service is determined by multiplying the Annual Subscription Service Fee as of the date of reinstatement, by the number of months that Subscription Services have expired (“Lapsed Period Ratio”) divided by 12 and then multiplied by 2. For a lapsed period that is not in whole months, the Lapsed Period Ratio can be prorated by the number of days in the month by which the Subscription services have expired divided by the number of days in the respective month; Plus, The Subscription Service Fee (as of the date of reinstatement) for the new Subscription Term.
2. Hardware
  1. Philips will ship Hardware in accordance with Incoterms – Carriage and Insurance Paid To (CIP). If Customer agrees to any other terms of delivery, additional costs shall be for the account of Customer. Title (subject to Section 1.6 addressing Philips’ security interest) and risk of loss to Hardware passes to Customer upon delivery to the shipping carrier. However, Philips shall pay the cost of freight and risk insurance (during transport to destination). Customer shall obtain and pay for insurance covering such risks at destination. Unless otherwise specified in writing, the parties agree that all hardware purchased on an Order will be delivered within 12 months of the date of Order.
  2. Acceptance of Hardware occurs upon delivery to Customer. Any discrepancies between the Hardware received and Customer’s order, or (ii) any damage to the Hardware suffered prior to delivery will be handled under the limited warranty in Section 8.2.
3. Professional Services and Implementation
  1. Customer is responsible for procuring, installing, configuring and maintaining the Medical Devices, hardware, software, computer network and communications services needed to run the Capsule Software and Hardware, except in the case of Capsule Surveillance Software which shall be installed by Philips pursuant to the terms of Section 5.3.3 below.
  2. Customer is responsible for installing the Capsule Software and Hardware components, physically connecting the Medical Devices, configuring the Capsule Software, integrating the Capsule Software to the medical software, and performing all necessary tests on the installation. Customer may request that Philips assist with the implementation, but Customer has responsibility for final testing and approval of the Capsule Software and Hardware prior to use with patients.
  3. In connection with Capsule Surveillance Software licensed under this Agreement, or in the event that Customer wishes Philips to assist with implementation of the Capsule Software license(s) purchased on the order or a subsequent Order, the Professional Services will be agreed to by the parties in a Statement of Work (SOW).
Support
1. Software Support Program
  1. Philips’ Support program for the Capsule Software, including contact information, service levels and excluded services, is set forth in Schedule 17-E. Support does not include maintenance or repair of Hardware. Terms of the Hardware Warranty are set forth in Schedule 17-F.
  2. Upon execution of this Agreement, Customer will be granted access to the Customer Portal on Philips’ website so that Customer can download Updates and DDIs and gain access to the knowledge base and other support tools available for the Capsule Software.
  3. Unless otherwise set forth on an Order, the annual Support term for the initial software purchase starts 90 days after the Order Effective Date. The annual Support term for subsequent License purchases starts upon Philips’ acceptance of the Order for the additional Licenses. Unless otherwise agreed to in writing, the mandatory initial Annual Support term is 36 months in duration.
  4. Support Renewal Term: Unless otherwise agreed to in writing, a Support Renewal Term shall be 12 months in duration, and will be invoiced at the dates and fees as set forth in Section 4.3. As long as Philips offers support for the Capsule Software version used by Customer and Customer has paid the applicable Support fees, Philips will provide Support to Customer.
2. Updates and Upgrades
  1. Any Updates or upgrades to the Capsule Software are owned by Philips, even if made at the request of, or solely for the use of Customer, and may be made available to other Philips customers.
  2. Updates: As long as Customer has paid the applicable Support fees, Customer will have access, at no additional charge, to any Update that Philips makes generally available.
3. DDIs
  1. As long as Customer has paid the applicable Support fees, Customer will have unlimited access to the DDI Library to download DDIs.
  2. Upon Customer’s request, Philips will determine the feasibility, in Philips’ sole discretion and judgment, of developing new DDIs. Development of DDIs is not part of Support and may be subject to payment of additional fees. Once developed and made available to Customer, support of such DDIs will be covered by Support. New DDIs are owned by Philips and may be made available to other Philips customers as part of the DDI Library.
4. Support Lapse and Reinstatement Fee
  1. Philips is not required to provide Support beyond the end of the applicable Support term.
  2. If Customer fails to order Support services for Capsule Software, or orders Support services but fails to pay the required support fee within the required payment period, Philips will apply reinstatement fees.
  3. The reinstatement of fee is equal to two times the amount of the Support fee that should have been paid during the lapsed period (“Lapsed Support Fee”). The amount of the Lapsed Support Fee is determined by multiplying the Annual Support Fee as of the date of reinstatement, by the number of months that the Support services have expired (“Lapsed Period Ratio”) divided by 12 and then multiplied by 2. For a lapsed period that is not in whole months, the Lapsed Period Ratio can be prorated by the number of days in the month by which the support services have expired divided by the number of days in the respective month; Plus, The Annual Support Fee (as of the date of reinstatement) for the new Support Period.
  4. In circumstances where Customer has purchased Support and has failed to purchase a sufficient quantity of licenses to account for its actual usage of the Capsule Software, in addition to paying all applicable additional license fees to account for the license shortfall, Customer will be required to pay maintenance and Support reinstatement fees for the additional licenses necessary to rectify the shortfall. This reinstatement fee will be calculated based on the formula in 6.4.3 above applying a minimum of two years as the lapsed period.
Intellectual Property
1. Ownership. Capsule Software is licensed to and not owned by Customer. Customer acknowledges that the Capsule Software, and the technology in the Hardware, including any Updates, upgrades, or improvements thereto, is owned by and proprietary to Philips and Philips’ suppliers, including all applicable rights to patents, copyrights, trade secrets and trademarks. The Capsule Software is protected by United States and international copyright laws, as well as other laws related to the protection of rights in intellectual property. Philips shall at all times retain sole and exclusive ownership of the Capsule Software (and all whole or partial copies thereof), including all intellectual property rights therein. Philips reserves all rights not specifically granted under this Agreement. Nothing in this Agreement shall be construed as granting Customer any right or license to the Capsule Software, or under any intellectual property right of Philips (including any rights Philips may have in any patents, copyrights, trademarks, service marks or any trade secrets), by implication, estoppel or otherwise, except as expressly set forth in this Agreement. Customer shall not remove any copyright notices, patent markings, restricted right notices, restricted rights legends or other notices from the Capsule Software or Hardware without prior written permission. Nothing herein will be construed to assign or transfer any intellectual property rights in the Capsule Software or Hardware, or to license any rights other than as expressly set forth in this Agreement.
2. No Reverse Engineering. Customer shall not reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code or other underlying intellectual property of the Capsule Software or Hardware. Customer shall not create derivative works of the Capsule Software or combine the Capsule Software with other software.
3. Copies. Customer may make a reasonable number of copies of the Capsule Software for testing, backup and archival purposes, provided that in no event may Customer be running more copies of the Capsule Software in production than it has paid for Licenses. Customer shall not create copies or derivative works of the Documentation, including but not limited to the DDI help files, other than for its own internal use.
4. No Sublicensing. Unless otherwise expressly agreed in advance in writing by Philips, Customer shall not sublicense the Capsule Software to a third-party.
5. Audit. During the term of this Agreement and for five years after termination, Philips may audit Customer’s use of the Capsule Software. Audits may be requested once in any 12-month period with 10 days’ advanced written notice. Customer will cooperate with the audit, including by providing access to any books, computers, records or other information relating to use of the Capsule Software. Audits will take place during normal business hours and will not unreasonably interfere with Customer’s business activities. In the event an audit reveals unauthorized use of the Capsule Software, Customer will immediately correct such unauthorized use and reimburse Philips for the reasonable cost of the audit, in addition to such other rights and remedies as Philips may have.
Warranty
1. Capsule Software Warranty. Philips warrants that each Capsule Software product will perform substantially in compliance with the then-current Documentation during the warranty period as follows: (1) for Capsule Software other than Capsule Surveillance Software, for a period of 90 days from: activation of the first Site Key or, in the event there is no Site Key for the Capsule Software, then 90 days from the Order Effective Date, and (2) for Capsule Surveillance Software, for a period of 90 days from the Surveillance Subscription License Start Date. Customer’s remedy for any material non-compliance with this warranty will be for Philips to modify, repair or replace the Capsule Software to cure such non-compliance, or, if Philips cannot cure the non-compliance, Philips will refund the amount Customer has paid for the non-compliant Capsule Software and terminate this Agreement.
2. Hardware Warranty. Philips warrants for the period set forth in Schedule 17-F from delivery to Licensee that the Hardware (i) is free of material defects in material and workmanship and will perform substantially in compliance with its Documentation, and (ii) is free and clear of all liens and encumbrances (other than those created or incurred by Licensee). Licensee’s remedy for any material non-compliance will be for Philips to repair or replace the non-compliant Hardware to cure such non-compliance, or, if Philips cannot cure the non-compliance, Philips will refund the amount Licensee has paid for the non-compliant Hardware. This warranty is subject to the conditions and procedures set forth in Schedule 17-F.
3. Professional Services Warranty. Philips warrants for a period of 90 days after performance of a particular service that Support and any other services performed by Philips will be of professional quality conforming to generally accepted industry standards. Customer’s remedy in the event of any material non-compliance will be for Philips to re-perform the non-compliant services at no cost to Customer or, if re-performance of the services is not feasible, Philips will refund the amount Customer has paid for the non-compliant services.
4. Limitations. Except as otherwise specifically provided herein, Philips does not warrant that the Capsule Software will meet the requirements of Customer or that operation of the Capsule Software will be uninterrupted or error free. The remedies set forth in the warranties above state Philips’ sole obligations, and Customer’s sole remedies, with respect to the warranties set forth in this Section 8.
Limitation of Liability
1. Exclusions. Without limiting the provisions of Section 5 of the Conditions of Sale, Philips will not be liable for any claims or other damages or losses to Customer or any third-party resulting from (a) modification of the Capsule Software or Hardware without the express written consent of Philips, (b) use of the Capsule Software or Hardware inconsistent with, or beyond the scope of, the Intended Use as defined in Schedule 17-C, applicable Philips Documentation or applicable laws, (c) connection of the Capsule Software or Hardware with unsupported, defective or misconfigured medical devices, hardware, software, computer network, power or communications services, (d) use of the Capsule Software without an Update that would have prevented such claim (whether or not Customer is paying for Support), (e) interruptions or errors in data or connectivity not caused or controlled by Philips, and (f) claims relating to any content, data, trademarks, logos or other branding provided by Customer or third parties.
Protected Health Information
1. Philips may store and de-identify the data collected or transmitted by the Capsule Software for the purpose of monitoring Philips system performance, bench marking, development of Philips analytics, and for any other Philips business purpose. All Protected Health Information in such data shall be de-identified in accordance with HIPAA. Once de-identified to this standard, the de-identified data will be Philips’ proprietary confidential information.
Term and Termination
1. Termination. The Parties may terminate this Agreement and/or the Licenses set forth herein only as follows:
  1. Either Party may terminate this Agreement and the Licenses if the other Party breaches this Agreement and such breach is not cured within 30 days after receipt of written notice specifying the breach.
  2. Perpetual Licenses are not subject to termination except as set forth in Section 11.1.1 above.
  3. Subscription Services Licenses may be terminated (i) by Customer upon written notice to Philips at least 60 days before the end of the term, or (ii) by Philips for non-payment of fees 30 days after written notice to Customer. Unless termination is based upon Philips’ uncured material breach of the Agreement, Customer will not be eligible for any refund of fees already paid, and as to Capsule Surveillance Software, Customer must pay for the entire Surveillance Subscription Term. Termination of Subscription Services does not terminate the Agreement or the Licenses for other Capsule Software.
  4. Support is not perpetual and may be terminated (i) by Customer at any time upon written notice to Philips, or (ii) by Philips for non-payment of fees 30 days after written notice to Customer. Customer will not be eligible for any refund of fees already paid. Termination of Support does not terminate the Agreement or the Licenses for Capsule Software.
2. Effect of Termination. Termination of this Agreement will terminate all Licenses and will not relieve Customer of its obligation to make any payment due prior to the effective date of termination. Except as otherwise set forth herein, Customer will not be eligible for any refund of fees already paid as a result of termination of this Agreement or any License. Immediately upon termination of this Agreement or any License, Customer will uninstall and destroy all copies.
3. Survival. Sections 3, 7, 8.4, 9, 10, and 11.2 and will survive termination of this Agreement according to their terms, and such other provisions that so indicate or, by their nature should reasonably be presumed to survive termination or expiration of this Agreement.

Schedule 17-C

Clinical Integration & Insights (CI&I)

Intended Use Statement(s) (Rev 26.1)

The following intended use statements govern certain Capsule Hardware and Capsule Software. The Hardware or Software that Customer orders will be set forth in an Order.
Philips Medical Device Information Platform (CMDIP)
The Philips Medical Device Information Platform (CMDIP) is intended to transfer, store, and convert medical device data for use by medical devices and healthcare information systems, including those that provide clinical monitoring of a patient intended to be relied upon in deciding to take immediate clinical action. The CMDIP does not control or alter the function of any of the medical devices or information systems by or through which data are captured or consumed.
Please review the intended use statements provided in the accompanying documents delivered with the additional Capsule products(s) Customer is using.

Schedule 17-D

Clinical Integration & Insights (CI&I)

Licenses (Rev 26.1)

Philips Licenses: Philips markets three types of connectivity licenses to enable the Capsule Software application that is deployed on a hospital-provided server. Connectivity Licenses are perpetual, and subject to the conditions of the Agreement. Customer’s Connectivity License must be set forth in an Order.

TYPE OF CONNECTIVITY LICENSE	DESCRIPTION
Facility	The Facility Connectivity License provides Licensee the right to collect data from an unlimited number of medical devices per bed, for all licensed beds in the Licensee’s Facility as of the effective date of the Facility Connectivity License. This Facility Connectivity License includes non-bed instances such as the emergency, pre-op, OR, and PACU departments, and up to 10% increase of licensed beds above the number indicated in the Order within the same Facility. The Facility Connectivity License is priced per licensed hospital bed, and all licensed beds in the covered facilities must be purchased on a single agreement. If outpatient facilities are included in the scope of integration, their patient locations must be included in the total licensed bed count. The Facility Connectivity License gives Customer the right to use all client side applications.
Multi-Connect License	The Multi-Connect License provides Licensee the right to collect data from an unlimited number of medical devices per bed, for the number of beds licensed in an Order. This license provides Licensee the right to connect to medical devices in three different configurations 1. Connectivity hub (e.g., Neuron, Axon, Client) connected to the wall in the patient room. 2. Neuron connected to the medical device (e.g., ventilator, anesthesia gas machine). 3. Network connected medical devices where no connectivity hub is required
General Care Connectivity License	The General Care Connectivity License provides Licensee the right to collect data from a vital signs monitor. This monitor can be connected in 3 ways 1. Neuron Chart Xpress Deployment 2. Neuron SmartLinx Vitals Plus deployment 3. Network connected medical devices where no Philips connectivity hub is required (e.g. Philips VS3 wirelessly connected to network). The General Care Connectivity License is licensed per monitor or Neuron, not per bed.

CAPSULE – PERPETUAL LICENSES

Philips offers the following software products, which are licensed perpetually, subject to the terms of the Agreement. Each product must be set forth in an Order.

Capsule Connectivity
Capsule Neuron applications: Capsule Vitals Stream, Capsule Chart Xpress and SmartLinx Vitals Plus
Capsule Early Warning Scoring System, which is licensed per Capsule Neuron to which the application is activated
Capsule Advanced Integration

CAPSULE – SUBSCRIPTION SERVICES LICENSES

Philips offers the following software products, subject to the terms of this Agreement. Subscription Services are licensed on a per-bed basis unless otherwise noted. Each product must be set forth in an Order.
Capsule Connectivity (licensed on an initial 5-year term)
Capsule Surveillance Software (licensed on an initial 5-year term)

Schedule 17-E

Clinical Integration & Insights (CI&I)

Support (Rev 26.1)

Scope of Support.

Support is available for the current and two previous major releases (e.g., versions 6.x and 7.x when the current release is version 8.x) of the Capsule Software, up to a maximum of three years from the general availability release of each major version.
Support is available on a 24 x 7 basis.
Support will be provided remotely, which includes telephone, email and Philips’ Customer Portal (to download Updates and access the Support knowledge base). If needed, with Customer’s permission, Philips may use remote access to an on-site installation through WebEx or another mutually agreeable equivalent that does not require on-site access by Philips.
Support will be provided only if Philips determines it cannot resolve an issue remotely, in which case Philips will come on-site without charge to Customer.
Support does not include:

On-site maintenance or support (except as stated above).
Philips Hardware or any third-party products or services.
Errors resulting from use of the Capsule Software contrary to the Documentation (such as use with unsupported software or hardware), abuse, willful destruction or failure to install an Update provided by Philips.
Removal of errors due to modifications or attempted servicing by any party other than Philips.

Conditions of Support.

Customer will designate one or more named Capsule Software systems administrators who will maintain the system configuration, install drivers and perform upgrades as needed, administer back-ups and replace hardware. The System Administrators will function as the primary support contacts for Philips.
Customer will communicate with Philips for Support Services solely through Philips’ technical support helpdesk at [email protected] or other address provided by Philips. Level 1 or 2 Errors may be reported by phone at 800-260-9537.
Updates will be provided to Customer via download from Philips’ website.

Billable Support.
1. Requests for
Customer Responsibilities.

Customer will log in to the Philips’ Customer Portal on a regular basis in order to obtain the most recent Updates, Documentation and other current information concerning Philips Products. Philips recommends logging in at least once a month and installing the most current Updates.
Customer will provide Philips with all the means and information reasonably required to facilitate Philips’ Support, including but not limited to providing Philips with remote access to the Capsule Software installation, if needed, and assisting in on-site troubleshooting.
Customer is responsible for implementing a standard backup policy to ensure the backup of all data, files and programs in order to prevent any loss, destruction or alteration of such work.

Service Levels.

Level of Priority. A level of priority will be assigned by Philips for each support request received by the helpdesk based on the following criteria:

INCIDENT DESCRIPTION	RESPONSE PRIORITY
Customer reports an Error that causes critical system components to be down interrupting business continuity. *Production Environment only	Critical = 1
Customer reports an Error that prevents users from performing routine daily tasks. *Test or Production Environments	High = 2
Customer reports an Error that affects non-critical components or causes some annoyance but does not affect productivity. *Test or Production Environments	Medium = 3
Customer reports an issue creating minor annoyance or cosmetic defect. *Test or Production Environments	Low = 4

If a temporary workaround exists, the Error will be assigned to the next lower priority level.

Response Time.

	PRIORITY 1	PRIORITY 2	PRIORITY 3	PRIORITY 4
Initial Response	1 Hour	2 Hours	12 Hours	Next Business Day
Status Update Frequency	Daily	Every 2 Days	Monthly	Upon Request
Objective for Resolution	3 Days	10 Days	Next Release	At Philips’ Discretion

Response.

(Once Philips has determined that the issue is caused by the Capsule Software, Philips will make reasonable efforts to determine the root cause and resolve the Error. The resolution timeframe provided above states Philips’ objective for (A) resolving the Error, (B) providing a correction, or (C) providing a workaround. If a permanent resolution cannot be delivered within the timeframe, Philips will provide a work plan for resolving the Error and will execute upon that work plan.
Customer understands that certain portions of the Capsule Software are subject to FDA or other regulatory compliance requirements and that no software correction can be implemented in a production environment until it has passed Philips’ validation process. The timeframe to resolve an issue will depend not only on the issue itself, but also on the time required to perform an appropriate validation.

Escalation. If Customer does not receive the initial response, status update or resolution within the timeframes set forth in 5(b), or otherwise has a Support issue that is not resolved within a reasonable time within normal channels, Customer may escalate to the next higher Philips employee listed below.

POSITION	NAME	CONTACT DETAILS
General Support		[email protected] \| 800-260-9537
Sr. Manager, Technical Support	Jody Bregler	[email protected] \| 978-482-2312
VP, Professional Services	John Mchutcheon	[email protected] \| 978-482-2308

Schedule 17-F

Clinical Integration & Insights (CI&I)

Hardware Warranty Terms (Rev 26.1)

The Warranty Terms below apply to Capsule Hardware purchased starting from July 2016. Hardware purchased prior to that time is governed by the warranty in effect at the time of sale.

	Standard Warranty Duration	Extended Warranty Duration, if purchased (within 12 months of order issuance)
SmartLinx Axon 110, 410, 810	1 year	Up to 5 years total (4 years beyond Standard Warranty)
Philips Axon 120, 420, 421, 820	1 year	Up to 5 years total (4 years beyond Standard Warranty)
SmartLinx Device Identification Module	1 year	None
Cables (serial and patch) , power cords, power supplies	1 year	None
Mounting solutions (wall mounts or extended poles)	1 year	None
Refurbished SmartLinx Neuron 2	2 years for device 1 year for batteries (internal or external)	None
SmartLinx Neuron 3	2 years for device 1 year for batteries (internal or external)	Up to 5 years total (3 years beyond Standard Warranty) for device None for batteries
SmartLinx Neuron 3 Connectivity Modules	2 years for device	Up to 5 years total (3 years beyond Standard Warranty) for device
SmartLinx Dual Battery Dock	2 years (not including batteries)	Up to 5 years total (3 years beyond Standard Warranty)
SmartLinx Standalone Dual EXTBAT AC Charger	2 years (not including batteries)	Up to 5 years total (3 years beyond Standard Warranty)
SmartLinx NIBP Module & SunTech Accessories (on Neuron 2)	2 years for NIBP module 2 years for connector cover 2 years for OPD reusable cuffs 1 year for 3M hose No warranty for disposables and vinyl cuffs (however, Philips will replace if the product is damaged during transport to Licensee)	Up to 5 years total (3 years beyond Standard Warranty) for NIBP module and connector cover None for other accessories
SmartLinx Alarm Hub	2 years	Up to 5 years total (3 years beyond Standard Warranty)
SmartLinx NIBP Monitoring Module & SunTech Accessories (on Neuron 2)	2 years for NIBP Monitoring module 2 years for connector cover 2 years for OPD reusable cuffs 1 year for 3M hose No warranty for disposables and vinyl cuffs (however, Philips will replace if the product is damaged during transport to Licensee))	Up to 5 years total (3 years beyond Standard Warranty) for NIBP Monitoring module and connector cover None for other accessories
Capsule NIBP Monitoring Module & SunTech Accessories (on Neuron 3)	2 years for NIBP Monitoring module 2 years for connector cover 2 years for OPD reusable cuffs 1 year for 3M hose No warranty for disposables and vinyl cuffs (however, Philips will replace if the product is damaged during transport to Licensee))	Up to 5 years total (3 years beyond Standard Warranty) for NIBP Monitoring module and connector cover None for other accessories
Masimo SET Pulse Oximeter & Accessories	2 years for uSpO2 pulse oximetry module 2 years for USB locking mechanism and ferrite 6 months for reusable sensors No warranty for single-use adhesive sensors (however, Philips will replace if the product is damaged during transport to Licensee)	Up to 5 years total (3 years beyond Standard Warranty) for uSpO2 pulse oximetry module, USB locking mechanism and ferrite None for other accessories
Nellcor Oximeter & Accessories	2 years for Nellcor oximetry module 6 months for Nellcor oximetry cable 6 months for reusable sensors No warranty for single-use sensors (however, Philips will replace if the product is damaged during transport to Licensee)	Up to 5 years total (3 years beyond Standard Warranty) for Nellcor oximetry module None for other accessories
Exergen TAT-5000S Temperature Scanner & Accessories	Lifetime for scanner (but 5 years for the scanner cable) No warranty for single-use disposable caps and sheaths (however, Philips will replace if the product is damaged during transport to Licensee)	None
Filac 3000 Temperature Module & Accessories	2 years for Filac 3000 Temperature module 2 years for calibration plug 6 months for probes and isolation chambers No warranty for probe covers (however, Philips will replace if the product is damaged during transport to Licensee)	Up to 5 years total (3 years beyond Standard Warranty) for Filac 3000 Temperature module None for other accessories
Masimo ISA Capnography module & Accessories	2 years for Masimo ISA Capnography module 2 years for Mobility Kit 1 year for mounting bracket, mounting holder, maintenance kit and gas regulatory kit No warranty for the Masimo Nomolines (however, Philips will replace if the product is damaged during transport to Licensee)	Up to 5 years total (3 years beyond Standard Warranty) for Masimo ISA Capnography module and Mobility Kit None for other accessories
Barcode Scanner	5 years for barcode scanner 1 year for barcode scanner cable	None
Roll Stand	5 years	None
Proximity Card Reader Kit (125KHz, 13.56MHz)	1 year	None
Pagers	1 year	None
Paging System	1 year	None
Workstations	1 year for Monitor, PC and keyboard	None
Perle Hubs	1 year	None
TERMS
Warranty Includes	Hardware and accessories purchased directly from Philips. Defects in materials or workmanship under normal use during the warranty period which begins upon delivery of the product.
Warranty Excludes	Hardware found to be defective after expiration of the warranty period. Hardware that Philips reasonably determines was misused, abused, mishandled, modified or altered in any way. Hardware damaged by liquid. Hardware that was lost, stolen or damaged due to a natural disaster or other hazard such as fire, lightning strike, flood, etc. Cracked screens (unless crack was present at delivery). Degraded battery performance from routine use and charging cycles. Due to the consumable nature of batteries and standalone power supplies, the Extended Warranty does not cover these components, even if an extended warranty has been purchased. Hardware damaged by third party hardware, software, accessories, computer network, power or communications services. Philips does not warrant that third-party-embedded software will be error free. Philips will use commercially reasonable efforts to address such errors.
Extended Warranty Purchase	The Capsule Hardware Extended Warranty may be purchased only at the order issuance or within 12 months after the order issuance. To purchase the Extended Warranty, Licensee must purchase the Extended Warranty for all units of the same type of Capsule hardware that were purchased on the same order. The fees for the Capsule Hardware Extended Warranty will be invoiced upon delivery of the products, or upon order of the Extended Warranty if purchased after the date of product delivery. Extended warranty fees are non-refundable and cannot be transferred to other products.
Remedy	Defective products that are covered by an in force Philips Warranty will be replaced with new, refurbished or equivalent products at Philips’ discretion. Philips does not offer repair services. Replacement products will be the same or newer versions, with the same or greater functionality than the original. Replacement products will be covered by Philips Warranty for the longer of 90 days from delivery or the remainder of the existing warranty period.
RMA Process	To initiate a return for warranty replacement, swap, repair or credit, Licensee must follow the Philips RMA Instructions provided on Philips’ Customer Portal, or available by contacting Philips Customer Service. The Philips RMA Instructions contain additional details and restrictions.
Updated Warranty Terms	All changes to Hardware Warranty are accessible on Philips’ Customer Portal.

Schedule 18
Ultrasound Workspace (Tomtec) (Rev 26.1)

Product Category	Products
Enterprise Informatics (EI)	Ultrasound Workspace (Tomtec)

If Customer’s purchase includes and/or consists of Ultrasound Workspace software (“UWS-License” or “UWS-L”) and/or Ultrasound Workspace remote maintenance and support services with respect to UWS-L (“UWS-Support” or “UWS-S”), then the following terms apply in addition to the Conditions of Sale:
1. Any third-party products supplied with or alongside UWS-L and/or UWS-S are supplied and licensed on the basis of the conditions of use of the relevant software producer.
2. The following terms shall have the following meanings:
  1. Update is a copy of a software program containing an individual bug fix or a bundle of bug fixes for UWS-L and minor additional features for UWS-L (and for modular UWS-L, bug fixes and/or additional features may concern one or more modules). These are denoted by a change in the second digit right of the decimal point of the application version number; and
  2. Upgrade is a copy of a software program constituting an upgraded version of UWS-L, i.e. a version comprising features which have been substantially enhanced and modified (and for modular UWS-L), such enhancements may concern one or more modules. These are denoted by a change in the first digit right of the decimal point of the application version number.
Delivery and Performance
1. Except as otherwise expressly agreed, UWS-L shall be delivered in the version that is current at the time of delivery. Philips will inform Customer when UWS-L is available and how it can be accessed (method of delivery will usually be by Customer download from a secure Philips’ site). UWS-L does not include the source code for the software.
2. Customer may use UWS-L only in accordance with the licensing terms described in Section 7.
3. If product trainings or other support services associated with delivery and installation of UWS-L are not completed within 12 months from the date of delivery of UWS-L, then the training or other support service will expire and Philips will have no obligation to provide such training or other support service and will have no obligation to provide a replacement.
4. The software comprising UWS-L was developed for the purpose specified in the section entitled ‘Indications for Use’ or ‘Intended Use’ of the user documentation and Customer may use UWS-L for this purpose only. The user documentation is provided with the provision of UWS-L.
5. Subject to the remainder of this Section 2.5, Philips grants Customer the non-exclusive right to use any Updates and Upgrades, and other programs/program elements which may be provided to Customer, and subject to these Conditions of Sale as if and to the extent that they are part of UWS-L, provided that the right to use all programs/program elements which are superseded by those programs/program elements supplied in the course of any software maintenance (the “Superseded Elements”), will expire within two weeks of Customer first using the new programs/program elements in production and no later than one calendar month following receipt by Customer of the same. Customer is entitled to keep a copy of such Superseded Elements for archiving purposes for the duration of the relevant License only.
Duty to Cooperate and Provide Information
1. Insofar as Philips is required to provide further support services in addition to the provision of UWS-L (such as installation, maintenance, and/or training), Customer will cooperate in such activities to the extent necessary by providing personnel, workspaces, hardware and software and data and telecommunications facilities free of charge.
2. Philips is authorized to verify whether UWS-L is being used as stipulated in these Conditions of Sale and any user documentation. For the purposes of verification, bug and incident diagnosis and rectification work, Customer will give Philips access to the installed UWS-L, at Customer's option, either directly or remotely via data transfer. For this purpose, Philips may require Customer to provide information concerning the duration and extent of use of UWS-L, and may inspect Customer's books, records, hardware and software. To this end, Customer agrees that Philips shall be allowed access to Customer's business premises during standard office hours free of charge.
3. Customer is solely responsible for and must take appropriate precautions against improper use of part or all of the UWS-L licensed software and agrees to take and maintain daily backup copies of any and all data and electronic files used in connection with UWS-L (‘Customer Data’) to prevent catastrophic loss of Customer Data and any equipment used in connection with the UWS-L software, and will perform fault diagnosis, and carry out regular checks on Customer Data processing outputs.
4. Unless expressly advised otherwise by Customer beforehand, Philips assumes that all Customer Data that it may come into contact with are backed up and Customer agrees not to make a claim against Philips for any lost Customer Data.
5. The establishment of a functioning hardware and software environment with adequate capacity for the software comprising UWS-L, which can also accommodate the additional load resulting from use of UWS-L, is the sole responsibility of Customer. Information on the required hardware and software environment is described in the user documentation and can be requested from Philips.
6. Any damages suffered or additional costs incurred by reason of breach of the obligations contained in this Section 3 will be borne by Customer.
Intellectual Property.
1. If Customer suggests any new features functionality, or performance enhancements for UWS-L that Philips subsequently incorporates into UWS-L, such new UWS-L software or features, functionality, or performance enhancements of existing UWS-L software shall be the sole and exclusive property of Philips.
Termination.
1. Any license to use UWS-L (“License”) and any rights granted by Philips which are associated with the use of UWS-L will terminate immediately if any one or more of the following occurs:
  1. Customer fails to pay any amounts due and owing Philips hereunder;
  2. Customer fails to comply with any term(s) of the Quotation or these Conditions of Sale and fails to cure such breach if such breach is remediable within 30 days of becoming aware of it;
  3. Customer fails or refuses to cooperate with any of Philips’ reasonable investigation of any suspected violation of the Licenses granted herein, the Quotation, or these Conditions of Sale;
  4. Customer fails to strictly comply with the provisions of Section 10 of the Conditions of Sale (Confidentiality);
  5. Customer becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or
  6. applicable law prohibits or restricts Customer from fully complying with the Quotation, these Conditions of Sale, and Licenses granted herein or Philips is required to terminate the Licenses granted herein to comply with any law, or regulatory, governmental, or any other legal body.
2. Upon termination or determination of any perpetual License or, if applicable, the determination of the relevant length of the License (“License Period”) in respect of a time-limited License, Customer agrees to immediately stop any further use of UWS-L and, in accordance with the instructions of Philips, return to Philips, or certify destruction of UWS-L and all copies of it that are in its possession or control. All provisions which, by their nature, should remain in effect beyond the termination shall survive termination. No party will be liable to any other for compensation, indemnity or damages of any sort solely as a result of terminating the Licenses in accordance with its or their terms, and termination of the Licenses will be without prejudice to any and all other rights or remedies available to Philips as a result of Customer's breach. Notwithstanding the provisions of this Section, if the License and/or the Quotation and/or the Conditions of Sale are terminated, Customer shall remain liable for payment of all License fees and/or charges, which shall become immediately due and payable.
Product Safety and Complaints.
1. Customer will report immediately to Philips any event of which Customer becomes aware that suggests that any UWS-S or UWS-L provided by Philips, for any reason may have:
  1. caused or contributed to a death or serious injury, or
  2. malfunctioned where and such malfunctions would be likely to cause or contribute to a death or serious injury if the malfunction were to occur again. Additionally, Customer will also report to Philips complaints it receives from its personnel, patients, or any other person regarding the identity, quality, performance, reliability, safety, effectiveness, labels or instructions for use of UWS-S or UWS-L, as applicable, provided by Philips. Philips shall be solely responsible for submitting any filings or reports to any governmental authorities with respect to UWS-L and UWS-S provided by Philips hereunder, unless otherwise required by law.
License Grant.
1. The terms and conditions of use of UWS-L are as described in the Conditions of Sale, except and as further set out in these additional terms.
2. Unless otherwise specified in the Quotation, the License is a floating license and Philips may terminate the License, even a perpetual License, if Customer is in breach or default of the Conditions of Sale (which includes these additional terms or the Quotation. The following provisions apply to the specific types of License sold (as set out in the Quotation):
  1. ‘Single-seat’ License. If Customer has purchased any number of Single-seat License(s), Philips grants Customer a perpetual license to install and use that number of copies of UWS-L on individual workstation(s) or individual virtual machine(s). Each individual Single-seat License may be used by only one person at a time;
  2. ‘Floating’ License (also called a ‘concurrent-user’ license). If Customer has purchased a Floating License, Philips grants Customer a perpetual license to store or install a copy of UWS-L on a storage medium, such as a network server, for the sole purpose of installing or using the UWS-L over a network on Customer's other computers. A single Floating UWS-L License may not be used by or shared among multiple computers simultaneously. If Customer wishes to use UWS-L on multiple computers simultaneously, it must purchase the appropriate number of Floating Licenses. It is possible for Customer to assign the Floating Licenses to individual computers or users;
  3. ‘Site’ License. If Customer has purchased a Site License, Philips grants Customer a perpetual license to store or install a copy of UWS-L on a storage medium, such as a network server, for the sole purpose of installing or using UWS-L over a network on Customer's other computers. A Site License may be used by an unlimited number of users per network server (simultaneous use). Additional Site Licenses are required for each additional storage medium;
  4. ‘Evaluation’ License (also called ‘demonstration license’). If Customer has purchased an Evaluation License, Philips grants Customer a non-exclusive, non-transferable time-limited right and license for evaluation purposes as specified by Philips. The license may only be used for a limited period as specified by Philips;
  5. ‘Volume-based’ License. If Customer has purchased a Volume-based License, then the License is also subject to the terms of Section 7.9 of these additional terms and the License is limited to the number of Digital Imaging and Communications in Medicine (DICOM) studies purchased for each modality (such as ultrasound, MRI); and
  6. ‘Time-limited License (“Subscription”). If Customer has purchased a time-limited License, then the License is also subject to the terms of section 9 of these additional terms.
  7. UWS-L contains components licensed as open source software (referred to herein as ‘Third-Party Software Components’) and components which may only be used under the conditions of use set forth in these Conditions of Sale. The text of the licenses for the Third-Party Software Components will be provided to Customer with the copyright notices, disclaimers and other notices together with UWS-L. Customer is also entitled to use the Third-Party Software Components to the extent described in these Conditions of Sale. Customer may acquire further rights of use in the Third-Party Software Components from the right holders by entering into license agreements with those right holders under the terms of the relevant open source license and in such event use of the Third-Party Software Components will be governed not by these additional terms, but exclusively by the relevant open source licenses.
  8. Customer is not authorized to and shall not, nor permit others to:
    1. use UWS-L outside the country of delivery;
    2. reverse engineer, compile, decompile, or disassemble all or any portion of UWS-L except to the extent expressly permitted under applicable law, and only if Philips has failed to provide Customer with data and/or information for the purpose of ensuring interoperability of UWS-L with other software products within a reasonable period after being requested in writing to do so;
    3. modify, expand or otherwise adapt all or any portion of UWS-L for any purpose whatsoever except to the extent permitted under applicable law and only if, before correcting an error, Customer permits Philips to correct the error itself and Philips has been unable to do so;
    4. divide UWS-L into individual components for use on more than one computer; or
    5. copy or reproduce UWS-L and/or the User Documentation, save as expressly permitted in these Conditions of Sale (which for the avoidance of doubt include these additional terms).
Volume-based License and Right of Audit
1. The one-time license fee for a Volume-based License is calculated according to the number DICOM studies purchased per modality, as specified in the Quotation. Each DICOM study received, stored and/or archived by the archiving system connected to UWS-L (whether locally or remotely, as may be applicable), whether or not it is subsequently deleted, is counted.
2. If Customer exceeds the number of DICOM studies purchases by more than 10%, it must purchase additional DICOM studies from Philips equal to the value of the additional DICOM studies performed.
3. Each DICOM study is counted by the Philips archiving system automatically. Once per year, as well as once within 6 months after any termination or expiration of Customer’s license to use UWS-L, Customer will permit Philips to inspect the Philips archiving system, preferably remotely via data transfer, to check whether the number of DICOM studies purchased corresponds to the number of DICOM studies performed per year and per modality. If the DICOM studies cannot be counted automatically by the Philips archiving system, Customer is responsible for counting the DICOM studies and informing Philips of this number on request.
4. If it is determined in accordance with Sections 8.2 and 8.3 of these additional terms that the number of DICOM studies has been exceeded and Customer has not purchased any additional DICOM studies, Philips will, unless otherwise agreed, invoice Customer for these studies in accordance with the current Philips’ price list.
Licensing on a Subscription Basis
1. In the event that UWS-L is licensed to Customer on a Subscription basis, then Philips grants Customer a nonexclusive, non-transferable and time-limited license, for the initial License Period (being such period as set out in the Quotation) (“Initial License Period”). The Initial License Period is non-cancelable unless earlier terminated for cause, and always subject to Customer’s payment of the then-applicable fees. During the License Period, Customer shall be entitled to use UWS-L in accordance with the remaining Conditions of Sale and these additional terms:
  1. the License is limited in terms of volume to the number of DICOM studies per modality (e.g., ultrasound, MRI) and per year, as specified in the Quotation;
  2. the number of DICOM studies is monitored by Philips further to the processes set out at Sections 8.2 and 8.3 above;
  3. if Customer exceeds the ordered number of DICOM studies by more than 10% in any 12 month period (each period beginning on the date of commencement of the Initial License Period and renewing annually thereafter), it must purchase the additional DICOM studies from Philips within 30 days after the end of the Initial License Period (or the most recent Subsequent License Period, as applicable) at the latest;
  4. the number of DICOM studies per License year may be increased at any time during the License Period after prior notification to Philips, with immediate effect, and the License fee shall be adjusted accordingly;
  5. unused DICOM studies at the end of each License year shall expire and cannot be carried over into the next License year;
  6. the number of DICOM studies per License year may only be reduced within 30 days’ notice to Philips prior to the expiration of the Initial License Period with effect for the next License year as well as subsequent License years under the automatic annual renewal; and
  7. any License fee may be subject to increase at a rate not to exceed 3% annually or the CPI (Consumer Price Index) (annually adjusted) rate, whichever is higher, at the end of the Initial License Period and/or any given 12 month period thereafter and Customer will be informed of the new fees three months in advance of the end of its Initial License Period and/or any 12 month period thereafter, as applicable. Unless Philips receives notification in writing requesting no automatic renewal from Customer in accordance with Section 9.1.1 (ii), the UWS-L License will be automatically renewed on a Subscription basis subject to the new fee for a further subsequent 12 month period. In the event of termination of the UWS-L License by either Party for any reason, no refund, in full or in part, will be made.
2. Software maintenance and UWS-S Service Product.
  1. Only when Customer has purchased UWS-S and/or to the extent set out in the Quotation, and subject always to Customer using the most recent version of UWS-L, Philips provides Customer with the following software maintenance services, which support services are provided remotely via data transfer (for example via VPN connection or remote desktop sharing), provided that in any event transmission is not possible and on-site attendance is required, a further quotation will be submitted to Customer in advance of such UWS-S services being provided:
    1. Hotline, Application Support: a customer support hotline (i) to receive bugs and incident reports, (ii) to provide maintenance and advice concerning UWS-L and (iii) for application support purposes (but which support does not replace user training and study of the user documentation);
    2. Maintenance of Interfaces: subject always to there being no obligation or guarantee regarding the adaptation of interfaces, Philips will endeavor to adapt to changed conditions interfaces with external systems which were established when UWS-L was commissioned (measured value transmission, data formats); However, Philips is not responsible for issues arising from a change by third party software applications.
    3. Analysis and Troubleshooting of incidents and bugs: subject always to there being no obligation or guarantee to resolve the same or that Philips will do so within a particular time frame, although Philips will endeavor to analyze bugs and incidents in UWS-L which materially affect the use of the same, provided that Customer logs any bugs and incidents arising, including the circumstances in which they occurred, clearly and adequately and makes these documents available to Philips for this purpose, provided always that such UWS-S services do not apply to enhancements incorporated by Customer over and above the interfaces and functions of UWS-L itself and, for the avoidance of doubt, there is also no obligation on Philips to ensure any particular level of uptime availability for UWS-L.
  2. Rectification of bugs and incidents that are attributable to (i) improper handling or use contrary to Customer’s License to use UWS-L and/or (ii) use of UWS-L in an operating environment other than that agreed and/or (iii) the actions of third parties, force majeure or other influences for which Philips is not responsible is not included in UWS-S but such rectification may be offered by Philips in accordance with a new quotation.
  3. Philips will, at its own reasonable discretion, determine the method of bugs and incident rectification to be used which may include rectification of minor bugs and incidents by the provision of an Update or Upgrade to UWS-L and where it is not able to rectify a bug or incident within a reasonable period, Philips will provide Customer with a temporary workaround (“Workaround”). Philips will provide Workarounds, Updates and Upgrades to Customer in object code form at Philips’ option (i) as a download, (ii) by electronic data transmission or (iii) on a suitable data medium. Categorization of a software program version level as a ‘Workaround’, ‘Update’ or ‘Upgrade’ is at the reasonable discretion of Philips. Philips shall not be obligated to fix all bugs and incidents. Philips obligation is solely to repair issues that would trigger a warranty obligation repair.
  4. Philips will inform Customer of the release of Updates and Upgrades and offer these to Customer either free of charge or for purchase subject to the type of support and maintenance agreement purchased by Customer. The type of support and maintenance services applicable for Subscription licenses is specified on the Quotation. For Updates and Upgrades provided free of charge, initial installation will be free of charge to Customer but Customer is responsible for requesting such installation from Philips and if re-installation is required for reasons for which Philips is not responsible, re-installation may be offered by Philips for a separate fee.
  5. Customer must accept Updates and Upgrades which are provided free of charge (and is responsible for providing the operating environment needed for the Updates and Upgrades to run), unless it cannot reasonably be expected to do so and Customer must notify Philips without delay in writing if this is the case. Where such failure to operate any particular version of UWS-L cannot be attributed to Philips, Philips’ obligations with regards to any UWS-S will be suspended for so long as Customer is not operating the current or penultimate version of UWS-L. Philips obligations according to Section 9.2.3 will only be reactivated upon Customer operating such current UWS-L version.
  6. Unless otherwise stipulated, the period for UWS-S will commence immediately following expiration of the warranty period set out in the Conditions of Sale and Customer may not terminate UWS-S, without the prior written consent of Philips. Upon termination of UWS-S by either Party, for any reason hereunder, no refund, in full or in part, will be made.
  7. Any UWS-S fee will be invoiced annually in advance and any additional services separately purchased will be invoiced following performance. Further purchases of UWS-L by Customer will be incorporated into the then current UWS-S agreement automatically, and an agreed sum for such additional services will be added to the annual fee for that current agreement and payable by one separate pro rata invoice issued to cover the period, until the next annual invoice which pro rata invoice will fall due for payment immediately.
  8. Any UWS-S fee may be increased by Philips annually by the greater of (i) 5% annually or ii) the most recently published 12-month percent change in the United State consumer price index for medical care services (CPI-MCS) as of annual anniversary of the Initial License Period. Customer will be informed of the new fees three months in advance of the end of its current UWS-S agreement. Unless Philips receives notification in writing requesting no automatic renewal from Customer at any time in advance of the expiration of the then current UWS-S agreement, the UWS-S agreement will be automatically renewed subject to the new fee for a further subsequent 12-month period. In the event of termination of the UWS-S agreement by either Party, for any reason, no refund, in full or in part, will be made.
Acknowledgements
1. Customer expressly acknowledges and agrees that Philips is not engaged in the practice of medicine and UWS-L is an information tool only and not a substitute for professional judgment of healthcare providers in the process of diagnosing and treating patients.
Training
1. Philips will design and provide training for Customer in the use of UWS-L. The objective of the training includes instruction in the functioning of UWS-L and present clinical applications and/or instruction for administrators. To ensure that UWS-L is used correctly by Customer, training must take place within six months of installation of UWS-L.
2. Customer is responsible for organizing training. For training carried out at Customer's premises, this includes providing space for training and making available adequate facilities (e.g., PC, overhead projector, whiteboard, flip charge, other hardware and software). For training given remotely, Customer is responsible for arranging the local services required by it to enable the training to take place.
3. Preparation of training documents is the responsibility of Philips and part of the training service.
4. After completion of any training, Philips will make training documents available to Customer in electronic format. Customer is authorized to duplicate the training documents at its own expense and Philips hereby grants Customer a non-exclusive, worldwide right to use in any form all copyrightable works prepared by Philips in connection with the training (presentations, videos, text, training documents). Customer may not modify these works.
5. Training is provided between 9:00 AM to 5:00 PM CET/CEST. Monday through Friday each week, except on public holidays. Training may be provided outside these times only by express agreement.
6. Dates for training must be agreed as soon as practicable after Customer is notified by Philips that training is available for scheduling (with a minimum of 30 days’ notice between scheduling and date of training). Philips will offer Customer various possible dates. If none of the dates offered is suitable for Customer, Customer must offer Philips various periods of dates during which the training can take place.
7. Philips and Customer agree to comply with the dates scheduled. Should either party experience or anticipate delays, it must inform the other party immediately of the extent and duration of the actual or anticipated delay.
8. If Philips is unable to provide the training on the agreed dates due to a Force Majeure as set out in the Conditions of Sale, illness, or other reasons for which Philips is not responsible, Philips will inform Customer of this without delay. Philips and Customer will together determine how to proceed. Claims for compensation by Customer are excluded in this case, unless Philips fails to promptly inform Customer.
9. Customer is entitled to postpone the training once for any reason whatsoever. In this case, Customer will endeavor to offer an alternative date in consultation with Philips but if the training is postponed less than four weeks prior to the agreed training date, Customer must compensate Philips for any loss incurred as a result of the postponement.
10. Travel costs and other expenses (e.g., hotel costs, meals) incurred for the purpose of the training will be invoiced separately, as a flat fee, and are not covered by the training fee. A flat fee is payable for each day's training provided. Where training courses are held over multiple non-consecutive dates, an additional day’s fee is payable for each unit of training.
11. Customer may cancel a training order by providing notice, in writing, to Philips prior to the scheduled start of the training, but Customer must pay to Philips cancellation costs of, when less than six weeks before the agreed training date, 50% of the net fee, or, when less than three weeks before the agreed training date, 75% of the net fee, plus any applicable tax. Training orders may only be cancelled in accordance with this section.

Schedule 19
Virtual Care Solutions (Rev 26.1)

Application of Terms and Conditions of Sale. This Virtual Care Solutions Product-specific Schedule (“Schedule”) is subject to and incorporated into the Conditions of Sale. In the event of a conflict between any term in this Schedule and the Conditions of Sale, this Schedule shall prevail with respect to the subject matter hereof.
Definitions. Capitalized terms used in this Schedule, that are not defined in the Conditions of Sale, shall have the meaning set forth below.
1. Documentation means the Instructions for Use (IFU) for the OEM Platform provided by OEM as may be updated from time to time by OEM.
2. Fees means the Fees set forth on the Quotation corresponding with the provision and use of the OEM Platform and the Services.
3. Hardware means the equipment provided by OEM for use as part of the OEM Platform.
4. OEM refers to the original equipment manufacturer and service provider for the OEM Platform, and related Services, for which Philips is the appointed reseller.
5. OEM Platform refers, collectively, to the Hardware, Software, and Subscription Service provided by OEM.
6. Order Effective Date means the date the Quotation is accepted by Customer, as evidenced by the signature of Customer’s authorized representative on such Quotation, or by Customer’s issuance of a purchase order referencing Philips’ Quotation.
7. Order Term means the period(s) of specified on the Quotation commencing upon availability of the Subscription Service as set forth in Section 3.2, and during which Customer shall be entitled to access and use the Subscription Service components as described on the Quotation and this Schedule.
8. Professional Services means the services other than Subscription Service, ordered by Customer and provided by Philips pursuant to this Schedule, including but not limited to installation, implementation, and training, excluding the provision of any Technical Support Services.
9. Protected Health Information (PHI) has the meaning as defined at 45 C.F.R. § 160.103 and is limited to the information Philips (as Customer’s Business Associate) received from, or created, received, maintained or transmitted on behalf of, Customer.
10. Quotation means the quotation offered by Philips and accepted by Customer that, together with the Statement of Work, describes, among other things, the Services and Hardware.
11. Service Level Agreement means OEM’s Service Level Agreement for Subscription Service as of the Order Effective Date, which is attached hereto as Schedule 19-B.
12. Services means, collectively, the Subscription Service, and any Professional Services, including without limitation, implementation and integration services as set forth on the Quotation and Statement of Work.
13. Software means any software provided by OEM, whether hosted by OEM as part of the Subscription Service, or Licensed Software installed on the Hardware.
14. Statement of Work (SOW) means the statement of work made pursuant to and as a part of this Agreement, describing the implementation specifications, project plans, Hardware and Subscription Service configuration, or other technical instructions, as applicable and agreed by the parties in writing prior to Philips’ commencement of the Services.
15. Subscription Service means the Software provided and hosted by the OEM on a software-as-a-service basis, and Technical Support Service provided during the Order Term.
16. Technical Support Service means the maintenance and technical support service provided by OEM for the Software according to OEM’s current published policy for Technical Support Service, as updated by OEM from time to time. OEM reserves the right to publish revisions to the Technical Support Service policy from time to time.
17. User(s) means any person who is authorized by Customer to use and access the Subscription Service and Software, solely for Customer’s use.
Subscription Service Access
1. Subject to the terms and conditions of this Schedule and Customer’s full and timely payment of the Fees and Customer’s compliance with this Schedule OEM will, during the Order Term, make the most current version of the Subscription Service available to Customer and hereby grants to Customer a limited, non-exclusive, non-transferable license, without the right to sublicense, to use the Subscription Service for as part of the OEM Platform during the Order Term.
2. Subscription Service is considered available upon Philips’ availability of the Subscription Service for first patient use, defined as Philips’ completion of its implementation responsibilities set forth in the SOW, and evidenced by Customer’s signature of Philips’ Customer Acceptance Form.
3. Customer agrees that its entering into the Agreement is neither contingent upon the delivery of any future functionality or features of the Subscription Service or Hardware nor dependent upon any oral or written statements made by Philips with respect to future functionality or features of the Subscription Service or Hardware. Philips’ and OEM’s sole obligations are documented in this Agreement.
4. Customer will use the Subscription Service solely as contemplated by this Schedule. Furthermore, Customer will not:
  1. use the Subscription Service for any purpose other than in conformity with the Documentation including, but not limited to, in a manner inconsistent with any instructions for use;
  2. sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Subscription Service available to any third party, other than to Users or as otherwise set forth on the Quotation;
  3. access the Subscription Service in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Subscription Service; or
  4. exceed the licensed quantity of the Subscription Service as described in the Quotation.
Deployment
1. The Subscription Service will be delivered and deployed by Philips and OEM or by a subcontractor named by Philips, as specified on the SOW.
2. Customer is responsible for cooperating and performing its deployment responsibilities identified in the applicable SOW without delay.
3. The parties understand that there may be instances where a performance obligation of Philips or Customer is dependent on a precedent performance obligation of the other party. In the event the other party does not perform its precedent performance obligation as of the scheduled date or in accordance with the specifications for such precedent performance obligation, such that the non-delaying party does not have adequate or sufficient time to fulfill its obligations in a commercially reasonable manner and stay within the agreed-upon schedule, the non-delaying party will be entitled to take a reasonably necessary amount of time to complete its performance obligation, such amount of time not less than the length of the delay engendered by the delaying party.
4. For any changes to Services (excluding modifications made by Philips or OEM to the Subscription Services generally applicable to all similarly situated Philips’ customers), the parties will follow the change control procedure as set out in this section. At any time during the applicable Order Term, either party may request a change to the SOW, but no such change will be effective and binding unless a written change order is agreed and signed by authorized representatives of both parties. A change order can only amend the technical and commercial conditions of the applicable Quotation or SOW and will not in any event amend any of the Conditions of Sale.
5. Philips may subcontract any of its obligations to Customer or other activities performed by Philips under this Schedule. No such subcontract will release Philips from its obligations to Customer set forth in this Schedule.
Subscription Service Fees
1. Unless otherwise specified in the Quotation, Philips will invoice Customer, and Customer will pay such invoice within 30 days from the invoice date.
2. Unless otherwise set forth in the Quotation, Subscription Service fees will be invoiced by Philips upon initial availability of the Subscription Service, and as described in the Quotation from the start of the Order Term.
3. Subscription Service Fees are not decreased based on actual usage and are not contingent on Customer’s actual use of the Subscription Service, or completion of any work not explicitly identified as implementation responsibilities of Philips or OEM in the SOW.
4. Subscription Service fees may be increased by Philips annually by the greater of (i) 5% per year or (ii) the most recently published 12-month percent change in the United States consumer price index for medical care services (CPI-MCS) as of the annual anniversary of Order Term.
Customer Responsibilities
1. Customer is responsible for Customer’s own infrastructure necessary to access the Subscription Service, including (but not limited to) network connectivity, as well as maintaining the same in accordance with the requirements specified in the Documentation. Customer must employ industry-standard anti-virus software and security protection for Customer’s infrastructure used to access Subscription Service.
2. Customer will provide full and timely cooperation with Philips’ Technical Support Services resources.
3. Customer will insure and back up all Customer data provided to Philips. Philips shall not be responsible for any losses or damages related to or resulting from loss of Customer data.
4. Customer is responsible for all activities that occur in User accounts and for Users’ compliance with this Schedule. Customer will: (a) have sole responsibility for the accuracy, quality, integrity, and legality of all customer data in the Subscription Service, and (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Service, and notify Philips promptly of any such unauthorized access or use and promptly furnish full details of such use or access.
Warranty and Disclaimer
1. Philips warrants that the Subscription Service will perform materially in accordance with the Documentation during the Order Term. Customer’s sole remedy with respect to Subscription Service availability is set forth in the Service Level Agreement (the “Subscription Service Warranty”).
2. To make a Subscription Service Warranty claim, Customer must promptly notify OEM in writing. Upon receipt of such notice of nonconformity, OEM will use commercially reasonable efforts to repair or modify the Subscription Service to restore performance accordance with the Documentation. All corrections will be made in accordance with OEM’s Subscription Service Technical Support Services policy. Philips does not represent or warrant that all errors can be corrected. If, after using commercially reasonable efforts for a period of not less than 30 days, Philips is unable to repair the Subscription Service, Customer may terminate this Schedule without liability upon written notice to Philips. The foregoing are Customer’s sole and exclusive remedies for Subscription Service warranty claims.
3. The warranty set forth herein will not apply if the warranty claim arises out of Customer’s: (i) use of the Subscription Service contrary to the Documentation, (ii) modification of the Subscription Service, or (iii) failure to provide prompt notice to Philips as set forth in Section 7.2.
4. Philips warrants to Customer that, during the Order Term, the Hardware (including its operating software) will perform in compliance with the Documentation (the “Hardware Warranty”). Philips’ sole obligation, and Customer’s exclusive remedy, for any Hardware Warranty claim are limited, at Philips’ option, to the repair or the replacement of the Hardware within 30 days after receipt of written notice of the warranty claim from Customer (the “Product Warranty Cure Period”) or, upon expiration of the Product Warranty Cure Period, for Philips to refund the purchase price paid by Customer, upon Customer’s request and Customer’s return of the affected Hardware to OEM.
5. THE WARRANTIES IN THIS AGREEMENT ARE MADE TO AND FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SCHEDULE, NEITHER PHILIPS NOR OEM MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE OEM PLATFORM, THE SERVICES, OR ANY COMPONENT THEREOF, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE OEM PLATFORM, SERVICES, OR ANY PORTION THEREOF WILL MEET CUSTOMER’S REQUIREMENTS, OR WILL OPERATE ERROR FREE OR UNINTERRUPTED. PHILIPS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR ANY WARRANTIES REGARDING THE QUALITY OF CUSTOMER DATA, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.
6. Philips and OEM are not responsible for circumstances beyond their control, including without limitation: non-Philips’ supplied infrastructure or application programming interfaces, single sign-on capability, hardware, virtual machines, network (connectors), information, content, software, scripts, data, files, application programming, web servers or service, materials, equipment; acts or omissions of Customer or its agents; virus or hacker attacks; intentional shutdown for emergency intervention or security incidents; acts or omissions of a party other than Philips; Customer’s failure to comply with Philips’ Documentation and security and upgrade policies; or Customer’s use of Subscription Service in violation of this Schedule. The Product Warranty exclusions set forth in the Conditions of Sale apply in full to these Subscription Service and Hardware Warranties.
7. THE OEM PLATFORM IS NOT A SUBSTITUTE FOR STANDARD IN-PERSON MEDICAL CARE, INCLUDING IN-PERSON CONSULTATION, IN-PERSON MONITORING OF PATIENTS, OR ANY OTHER HEALTH CARE SERVICES PROVIDED BY CUSTOMER. CUSTOMER AND ITS USERS ARE ULTIMATELY AND SOLELY RESPONSIBLE FOR ANY AND ALL MEDICAL CARE AND HEALTHCARE SERVICES RENDERED TO INDIVIDUALS. PHILIPS AND OEM EXPRESSLY DISCLAIM, AND CUSTOMER HEREBY RELEASES, PHILIPS AND OEM FROM ANY AND ALL LIABILITY RELATING TO CLAIMS OF PERSONAL INJURY, MEDICAL MALPRACTICE, OR OTHER CLAIMS RELATING TO MEDICAL CARE AND HEALTHCARE SERVICES RENDERED TO INDIVIDUALS IRRESEPCTIVE OF WHETHER ANY ASPECT OF THE OEM PLATFORM IS BEING USED BY CUSTOMER AT THE TIME THE CLAIM(S) AROSE.
Customer Indemnification
1. Customer shall promptly notify, indemnify and defend Philips, OEM, and their officers, directors, contractors, employees and agents from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including without limitation attorneys’ fees) caused by or arising from any actual or alleged personal injury or death resulting from any acts or omissions of Customer, its Users, employees, agents and/or contractors.
Technical Support Services
1. Technical Support Services for Subscription Service will be provided by OEM during the Order Term to Customer according to the Quotation and OEM’s current Technical Support Service Policy, a copy of which is attached to this Agreement. For Technical Support Services Customer must contact OEM according to the Service Level Agreement.
2. Philips is not obligated to provide any technical support services for Third-Party Products and Services, including (without limitation) Customer’s networks or installation of networks.
3. Remote Servicing. Customer will, if applicable to a component of Subscription Service and as informed by Philips, during the applicable warranty and any Technical Support Services period, Customer will provide Philips at each site a dedicated high-speed broadband internet connection suitable to establish a remote connection to the component and to facilitate the realization of the required remote infrastructure in order for Philips to provide remote servicing of the component by:
  1. supporting the installation of a Philips-approved router (or a Customer-owned router acceptable for Philips) for connection to the component and Customer network (which router remains Philips’ property if it is provided by Philips and is only provided during the term of this Quotation);
  2. maintaining a secure location for hardware to connect the Product to the Philips Remote Service Data Center (“PRSDC”);
  3. providing and maintaining a free IP address within the site network to be used to connect the component to Customer’s network;
  4. maintaining the so-established connection throughout the applicable warranty and Customer service period (including restraining from any temporary disconnection or disabling of such connection); and
  5. Facilitating the reconnection of the above in case any temporary disconnection occurs.
4. If Customer fails to provide the access described in Section 9.3 herein, and the component is not connected to the PRSDC (including any temporary disconnection), Customer accepts any related impact on Subscription Service availability, additional cost and speed of resolution.
Obsolescence
1. Customer acknowledges and agrees that the OEM Platform functionality, features, specifications, and Documentation are subject to change by OEM at any time, provided that OEM will not materially degrade the functionality or security of the OEM Platform and will provide reasonable advanced notice of any substantial changes.
2. Philips or OEM may determine that the OEM Platform or a component thereof is obsolete or will otherwise be discontinued and that no version will be maintained or supported. Accordingly, Philips may no longer provide the Subscription Service for same. In such event, Philips may, with 180 days’ prior notice, terminate the Agreement, and provide Customer with a refund of any pre-payments for periods of Subscription Service not yet rendered.
Privacy
1. The parties acknowledge that Philips may process PHI on behalf of Customer for purposes of provisioning the Subscription Service and accordingly agree that Philips’ processing of such PHI will be done in accordance with the terms of the Business Associate Agreement agreed by Customer and Philips, as referenced in the Conditions of Sale.
Intellectual Property Rights
1. OEM and/or Philips own all rights, title and interest, including intellectual property rights, in and to the OEM Platform and any modifications or enhancements thereto.
Term and Termination
1. Order Term is non-cancelable provided either party may terminate an Order Term upon a material breach of this Agreement by the other party if such breach is not cured within 30 days after receipt of written notice specifying the breach.
2. Termination of the Schedule for any reason will not constitute a termination of any other orders, or schedules made under the Conditions of Sale that are not subject to this Schedule, and will not relieve Customer of any of its obligations incurred prior to such termination including, but not limited to, payment of all outstanding invoices for Subscription Service performed until the effective date of such termination and will not impair any of Philips’ rights which have accrued prior to such date. In the event of termination due to Customer’s breach: a) all fees and charges corresponding with the remaining original period of the Order Term will immediately become due and payable and b) Philips’ obligations under this Schedule will cease. Upon termination or expiration of this Schedule or the Order Term, for any reason, Customer will immediately cease accessing the Subscription Service.
3. Neither Philips nor OEM will have any obligation to maintain or provide any Customer data after expiration of the Order Term and will have the right, unless legally prohibited, to delete all such Customer data in their systems or otherwise in their possession or under their control.
4. Suspension of Service. In addition to any of its other rights or remedies Philips may, at its discretion, suspend the Subscription Service to protect the security or integrity of the Subscription Service, or if Customer has breached its obligations under this Schedule where such breach is irremediable or, if the breach is remediable, Customer fails to remedy such breach within 30 days after being notified in writing to do so. Philips will not exercise this remedy without prior written notice to Customer, unless such prior written notice is not reasonably possible, for instance, with regard to the protection of the security of the Subscription Service.
Professional Services Terms
1. The Professional Services may include advice and recommendations, such Services are advisory in nature, Customer is responsible for evaluating such advice and considering all relevant factors and shall be solely responsible for the decision to implement such advice and any and all outcomes.
2. Unless expressly agreed upon between the parties in writing, any hours and dates described in the Quotation and/or SOW, including (without limitation) with regard to milestones and Deliverables, are estimates only and are solely intended for Philips’ budgeting purposes and resource-scheduling purposes. Philips exceeding an estimate does not constitute a breach by Philips.
3. If the Quotation includes more than one Deliverable (for example, multiple projects) and each such Deliverable has a price associated with it, then (i) each such Deliverable will be deemed to be a standalone item, (ii) Philips may invoice for each item as it is delivered, and (iii) Customer will pay for each item as it is invoiced.
4. Unless expressly stated otherwise in the Quotation, in addition to the Fees, Customer will reimburse Philips for all expenses actually incurred by Philips in performing the Professional Services, including travel, lodging, meals, transportation, and other customary out-of-pocket expenses. At Customer’s request, Philips will furnish reasonable documentation supporting all such expenses.
5. Unless a Quotation explicitly sets forth the Deliverable to be provided on a fixed fee basis, Professional Services are Quoted on an hourly basis, and any totals listed are estimates of the total required for the Deliverable/Professional Services, Customer will be invoiced on the actual hours spent performing the Professional Services. Such invoice may exceed the total estimated hours listed in the Quotation. If Philips foresees that the estimated number of hours will be exceeded, it will use commercially reasonable efforts to inform Customer thereof.
6. Professional Services Deliverables are provided under a nonexclusive, nontransferable license for Customer’s use in its internal operations subject to Customer’s continued compliance with the terms of this Schedule.
7. responsibility to provide the Professional Services, meet the milestones (if any), and provide Deliverables is contingent on Customer meeting its responsibilities in a timely and appropriate fashion, free of charge. If Customer fails to meet such responsibilities, it may result in an increase in the Fees, or in delays or extensions of the agreed milestones or Deliverables. Customer will provide:
  1. access to Customer’s employees, representatives, or agents required to accomplish the objectives described in the Agreement;
  2. access to relevant information and materials (written and electronic) as needed to accomplish the objectives described in the Agreement;
  3. prompt written notification to Philips if Customer knows that earlier-provided information or materials are incorrect or have changed in such a way that any inaccuracy or change may impact Philips’ delivery of the Professional Services in any way;
  4. written information to Philips identifying all healthcare and other regulatory and quality requirements applicable to the Professional Services, and Customer will obtain all required approvals of the relevant governmental or regulatory bodies to permit Philips to perform the Professional Services for Customer;
  5. Philips personnel with adequate safety and other training and familiarize them with local procedures and rules of Customer;
  6. written feedback promptly upon Philips’ request; and
  7. Philips with a Customer representative, in writing, who will be responsible for providing the items described in this Section 14.7 and any other information, materials, or feedback requested by Philips in connection with the Professional Services.

Schedule 19-A
Solaborate Statement of Work (Rev 26.1)

Restrictions on use and disclosure
The information in this document includes information that is Philips confidential. This document may not be copied or disclosed to third parties by Customer without Philips prior written approval. Upon Philips request, Customer will promptly destroy this document and return it to Philips, as directed by Philips, including any copies.

Until incorporated into a contract, this statement of work is valid for 90 days from the most current revision date.

Document revision history

Revision	Date	Description	Author

Signatures
The parties hereto have caused this SOW to be signed and delivered by their duly authorized representatives, as of the SOW effective date.

Philips	Customer
Signed:	Signed:
Name:	Name:
Title:	Title:
Date:	Date:

Introduction
This statement of work (“SOW”) is incorporated into and made pursuant to the Conditions of Sale, Schedule for Virtual Care Solutions, and the Quotation (collectively, the “Agreement”) between Customer and Philips. All capitalized terms not defined in this SOW shall have the same meaning as given in the Agreement. The SOW outlines the services Philips will provide Customer in support of implementing the Hellocare Virtual Care Delivery Platform (the OEM Platform).
Project Description
To successfully implement the Hellocare virtual care delivery platform, including the hardware installation, the following components and considerations are typically required:
Network Infrastructure
1. Internet Connectivity: A reliable high-speed internet connection is crucial for seamless communication and data transmission during virtual care interactions.
2. Wi-Fi or Ethernet: Ensure the availability of Wi-Fi or Ethernet connectivity to connect workstations and devices to the network.
3. Workstation: Several workstations that can be placed anywhere in the building, with the capability to monitor all rooms. This depends on the preferred setup by Customer.
4. The observation station can co-exist with the telemetry bunker as well, while virtual nurses can work from anywhere, including home.
5. The minimum requirements for the workstations are i7 intel processor and 8GB of RAM, with HDMI output.
6. TVs: Customer will provide TV on the wall in patient’s room. Hellocare will utilize the television to have patients interact with virtual nurses.
Project Timeline
Philips will assign a project team within four (4) weeks of SOW signing. At that time, the Philips project manager will work closely with the assigned Customer project manager to develop the actual project implementation schedule.

Project timeline will span implementation will be phased in accordance with Exhibit below.

#	Description of the phase	Start Date	End Date	Deliverable
1	Preparation of hello devices with latest builds	Average 5 days		Hellocare devices prepared with the latest software builds and configurations
2	Onboarding	Average 2 days		Customer successfully onboarded onto the Hellocare platform
3	Deployment of Hellocare devices	Average 15 minutes per room		Hellocare devices deployed and installed
4	Onboarding Nurses and other staff	1 day onsite, additional virtual days as required		Nurses and other staff members successfully onboarded onto the Hellocare platform
5	Training Users	1 day onsite, additional virtual days as required		Completion of user training sessions for nurses and other staff members on effectively using the Hellocare platform

Note: mutually agreed upon project plan, including detailed project tasks/responsibilities and durations will be used to determine activation dates.

Stakeholders

Stakeholders
ROLE	NAME	TITLE	EMAIL	PHONE
Project Manager
Project Owner
Senior User
(Key) User
(Key) User

Project Framework

Assumptions

General Project Assumptions

Philips project cost estimates does not attempt to address Customer overhead, internal costs of outside contractors already involved in agreements with Customer.
Responses to a request for information are provided in a timely manner.
All Third-party purchases and contracts that are required for this project will be completed to meet the agreed upon project schedule.
Normal working hours – Philips will make available sufficient personnel to provide the services at the time agreed between Philips and Customer. The services will be performed during business hours, accounting for the time zone of all parties engaged in the implementation.
Substitution of staff – Each party at any time may substitute another person as its representative and will give notice to the other party of such substitution.
Time off – Philips and Customer employees assigned to this project will be entitled to take reasonable time off from the project for development work, training, meetings, holiday, or other reasons. Such time off will be worked into the project schedule.
Any confidentiality agreements, remote access agreements, or network security agreements required by Customer should be presented to Philips for review before signing this Statement of Work.

Staffing Assumptions
1. Philips and Customer will ensure adequate project staffing will be available to support the schedule.
2. Philips and Customer will devote reasonable clinical staff to implement the Hellocare solution.
3. Customer will devote English speaking resources to engage and collaborate with the Philips project team throughout the project.
4. Customer will devote reasonable technical staff to ready Customer systems for integration with Hellocare.
5. Customer project management personnel will be available no more than four-week post SOW signing date to work with Philips personnel to develop the detailed Implementation Plan. Customer’s clinical and technical teams will be available to work with Philips personnel in accordance with the dates indicated in the detailed Implementation Plan.
6. Appropriate advisory committees and processes will be in place to facilitate the decision-making process.
7. Philips staff will not be involved in policy making or operating procedure decisions (i.e. patient focus care reengineering).
8. Customer implementation staff will be the assigned project team for all phased activations. This will ensure consistency in approach and knowledge across all activations.
Project Management
1. Philips will be responsible for managing Philips resources and deliverables.
2. The Implementation Plan will be maintained by Philips. Customer Project Manager will be responsible for managing Customer’s resources and third-party system resources. Customer Project Manager and Philips Project Manager shall mutually develop a project status report on a weekly basis. The project status report shall include a status of all tasks appropriate for the time period and any applicable revisions and updates to the project plan.
3. Customer agrees to provide reasonable office space and equipment for Philips personnel to perform all duties as assigned in the Implementation if/when onsite.
Project Team Education
1. Philips training has two components: Applications and Operations (or process) training.
Philips will provide the following Application training:

Training	Audience	Estimated Duration	Maximum # of Sessions
Hellocare sys admin/technical training	IT support	2 hr	1 Session
Hellocare user training	Clinical users	2 hr	1 Day of sessions, then self-paced online training

Additional technical knowledge will be gained during the deployment of the system. Customer will assign appropriate staff during the deployment to support the implementation.
Additional training can be obtained as an increase to this scope upon the signed, written agreement of the Parties.
Training will be provided in accordance with the timeline set forth in the detailed Project Plan.

Deployment
1. Customer will ensure that all state and/or local regulatory requirements are met prior to deployment.
2. Philips will perform the installation and configuration including:
  1. Setup the Hellocare platform on the designated workstations following Customer‘s suggestions of the location.
  2. Setup the Hellocare devices in all locations.
  3. Configure the platform settings based on Customer’s requirements.
  4. Test the platform installation and ensure proper functionality.
3. Customer will collaborate with Philips to ensure the necessary network configuration is in place to ensure connectivity from supporting applications as defined in the interfaces section below.
Interfaces
1. The Hellocare platform will be customized to align with branding and user interface requirements set forth in this SOW.
2. The interfaces set forth in this SOW are based on implementing standard ADT and Notification interfaces in accordance with the scope assumptions set forth below. During the development of Customer interface plan, Philips, and Customer will work together to validate and/or modify these assumptions, as appropriate, to ensure the interfaces are successfully implemented.
  1. The following standard interface message types are being implemented (the direction for all interfaces listed below is in reference to the Hellocare platform):
    1. ADT Inbound interface
    2. Inbound clinical alerts
    3. Outbound clinical alerts
  2. The Hellocare Platform utilizes HL7 V2 as the primary data interface specification for receiving clinical and operational data.
  3. The interfacing to third-party systems must be in production and stable prior to the start of any interface testing. Through the duration of this installation, Customer is advised not to implement replacements or upgrades to any of the above systems that directly interface with the Hellocare system.
  4. The HL7 interfaces, unless otherwise specified, will be accessible online. Customer will work with Philips to ensure that all messages from third party systems are sent in a sufficiently timely manner to support functions required by the Hellocare system.
  5. Customer will work with Philips to ensure all third-party systems interfaced to the Hellocare system can align their appropriate patient identification number and other key fields with those used by the Hellocare system. This SOW assumes that Customer will work with the third-party vendor to resolve any alignment issues via the interface engine and/or procedural change.
  6. Customer will dedicate English speaking HL7 knowledgeable, individuals as coordinators. The coordinator shall be familiar with, and have access to, HL7 interface standards and implementation guides used as a basis for the Hellocare interfaces and the coordinators’ responsibilities will include:
    1. Participation in kickoff meetings and scheduled conference calls
    2. Analysis and configuration of interfaces
    3. Developing interface engine code and components
    4. Testing and signoff of interfaces from each source system
    5. Facilitation of interface review through Customer’s approval committee
    6. Activation support
Site Visit
1. All Philips onsite visits/support will be discussed and agreed upon by both Philips and Customer at the start of the project. Any additionally requested onsite visits must be in writing and agreed to in writing by the other party.
Activation Support
Philips will be onsite to support the phase 1 activation.
1. The Philips resource will provide support for the Customer team as they work to become comfortable with the newly implemented solution and workflows.
2. For any/all subsequent activations, Philips will provide onsite or remote activation support as agreed between the parties to ensure the hospital staff team is comfortable with workflow enhancements implemented to support enhanced Hellocare functionality.
3. All other Philips implementation team members will provide two (2) days of remote activation support during the initial activation and for all subsequent activations.
Solution Support
1. Technical Support Services will be provided by Hellocare during the Order Term.
Project Scope of Services
1. The scope of this SOW is defined to be the delivery of the services outlined below. The scope of each of these services is separated by workstream and will be performed and duplicated in each phase as necessary.
2. Project Management
  In support of the integration efforts, Philips will provide project management support throughout the duration of each project phase to complete the key project tasks listed below.
  1. Facilitation of the Project Review Meeting to ensure understanding of the contractual agreement and ensure standard processes are in place. During this meeting, the PMs will review the contract, Statement of Work, draft Project Charter, and draft Project Plan.
  2. Facilitation of Project Kickoff Meeting introducing the project to the larger project team. This meeting is intended to introduce the Hellocare project to the assigned project resources, sharing the project scope and timeline, and high-level project considerations.
  3. Facilitation of Weekly Project Team Meeting to synch with project team resources and share project status updates, track open items, and risk, and bring new discussion points forward.
  4. Facilitation of Project Oversight Committee Meeting on an as needed basis to ensure patient care and business goals of Customer senior-level multidisciplinary committee are met.
  5. Create/develop Implementation Project Plan which will outline dates, milestones, tasks, and deliverables that will drive the project, in addition to, the responsible resources. The project plan enables the PM to monitor and control progress as the work proceeds, and therefore will be reviewed with the Customer PM for signoff.
  6. Obtain Milestone Signoffs as the project milestones are reached during the project term. The Philips PM will own initiating signoff, looking to Customer PM to obtain signoff from the appropriate internal resource.
  7. Milestone definition:
    1. Activation milestone
    2. Implementation project plan milestone
    3. Software acceptance milestone
    4. Technical acceptance and testing milestone
  8. Create/Manage Activation Plan which outlines the activation support processes and roles as well as the required activities just prior to and during the activation.
  9. Aid in defining Customer Support process via conference call(s) to share Philips Customer Support procedure and ensure the customer support resources are in place prior to activation.
3. Clinical Implementation
  In support of the integration efforts, Philips will provide a service lead throughout the duration of each project phase to complete the key project tasks listed below.
  1. Facilitation of Clinical Implementation Meetings - to provide clinical project oversight. The focus of this meeting is to:
    1. Facilitate discussions related to Hellocare configuration needs and deliverables
    2. Identify/gather clinical data collection
    3. Plan/complete clinical testing effort
    4. Plan applications and operational training and coordinate training schedule
    5. Plan clinical activation support
  2. Guidance for Clinical Validation Testing - to support Customer clinical lead as they work through completing the clinical testing effort needed as part of the final acceptance of the system and defined clinical workflows, noting any deficiencies, and reporting them to the PM.
4. Technical Implementation
  In support of the integration efforts, Philips will provide a technical lead throughout the duration of each project phase to complete the key project tasks listed below.
5. Facilitation of the Technical Kickoff - to begin knowledge exchange by providing Customer with an overview of Hellocare technical requirements, inclusive of server, network and networking requirements, resource roles and responsibilities, and gathering of customer system information, in order to define best next steps.
6. Facilitation of Technical Team Meetings – to provide technical project oversight. The focus of this meeting is to:
  1. Identify/gather technical data collection
  2. Manage/monitor open risks/issues
  3. Plan/complete the technical testing effort
  4. Coordinate technical training
  5. Plan technical activation support
7. Facilitation of Workstation Design by partnering with Customer designated staff to setup identified workstations to meet Hellocare workstation requirements.
8. Perform installation and configuration of audio/video devices for all in scope patient rooms.
9. Complete Technical Acceptance – defined as testing/validation of Hellocare Platform and Workstation coexistence by collaborating with Customer designated staff to perform comprehensive testing/validation of in-room audio video equipment and testing Hellocare platform on the workstation while using other software that will be utilized to ensure the software runs without conflict.
Interface Implementation
In support of the integration efforts, Philips will provide an interface lead throughout the duration of each project phase to complete the key project tasks listed below.
1. Facilitation of the Interface Kickoff - to begin knowledge exchange by providing Customer with an overview of Hellocare interface requirements, inclusive of outlining the expectations of testing, resource roles and responsibilities, and gathering of customer system information, in order to define best next steps.
2. Facilitation of the Interface Design Meeting - to review Philips interface specifications, required interface data collection, engine coding requirements, and to begin HL7 message analyst to identify potential gaps.
  Interface Included in project scope are:
  1. ADT HL-7
  2. Inbound clinical alerts
  3. Outbound clinical alerts
3. Facilitation of Interface Team Meetings – enabling focused discussions around the status of the interface implementation, and open interface issues/risk.
4. Guidance for Test Plan Development – to support Customer interface lead as he/she works to create a test plan that accounts for behaviors of their internal solutions (Application _____). Please note, Philips has an Interface Test Guide that will be shared to further guide the customer in the creation of this plan.
5. Guidance for Interface Testing - to support Customer interface lead as he/she works through completing the interface testing effort needed as part of the final acceptance of the system, noting any deficiencies and reporting them to the PM.
Project Roles and Responsibilities
1. Philips has found that a clear understanding of roles and role assignments is essential to project success. Outlined below are the Philips roles and the responsibilities of each role in addition to the Customer roles and responsibilities of each role to ensure success of the project.
Philips Roles and Responsibilities

Role	Responsibilities
Project Management	• Manages all project scheduling, plan, resources, deliverables, timeline, and critical path milestones. • Acts as the first point of escalation for Hellocare related issues
Clinical Transformation Manager	• Guide the development of clinical workflows and procedures • Conduct clinical training of super users to enable end-user training • Assist during the clinical testing effort
Technical Consultant	• Load/configure Hellocare platform • Install/configure audio/video devices • Conduct technical training • Provide guidance and support during technical acceptance
Interface Analyst	• Conduct the interface mapping and coding effort • Conduct interface training • Provide guidance and support during the interface testing effort

Customer Resources and Responsibilities

Role	Responsibilities
Project Management	• Manages assignments, schedules, communication and deliverables for staff assigned to the project • Acts as the primary point of contact for the Philips Project Manager
Clinical Lead (s)	• Serve as an overall point of contact and lead • Coordinate clinical activities during the project such as workflow development, and clinical training and testing efforts
Technical Lead(s)	• Coordinate technical activities associated with in-room install and workstation configuration to meet the project timeline
Interface Lead(s)	• Schedule/Secure testing resources to execute established test plan
System Admin/ Support Staff	• Support Hellocare post activation according to available trainings and product documentation • Execute Helpdesk policies and procedures

Schedule 19-B
OEM Service Level Agreement (Rev 26.1)

Scope of Service Support., OEM provides, the following Support Services during the Order Term:
1. Reporting. Customer shall have the ability to report any incidents relating to the Service by e-mailing or
2. Technical Support. OEM shall provide technical assistance 24 hours a day, 365 days a year via live chat at https://hellocare.ai/help, e-mail at [email protected] and phone: +1 813-324-1858.
3. Remote support. OEM shall provide troubleshooting, testing services, and bug fixes remotely.
Software updates. Customer shall receive access to all minor releases of Service as they are delivered or made available to any other third party by OEM. Any deployment updates through the official app distribution channels shall be coordinated and approved prior by Customer. There are two basic types of Software updates:
1. Preventive Software updates. OEM shall regularly install all updates to the Software designed to prevent Software defects and security vulnerabilities in accordance with the procedure set forth in Section 3 below.
2. Corrective Software update. In case of improper functioning of the Software, OEM will install necessary corrections in the Software after prior confirmation from Customer.
Software upgrades. Access to all major releases of software and delivery of new versions of Service, as they are delivered or made available to any other third party.
Service Level Agreement. OEM agrees to use all commercially reasonable efforts to provide the response and targeted resolution times for any Software defect in accordance with the schedule below.
Response and Target Resolution Time Requirements.

Severity Level	Fault Categories	Response Time	Target Restore Time	Root Cause Removal Time
P1	Critical Fault	30 Minutes	4 hours	Work 24/7 until restored or acceptable workaround in place
P2	Major Fault	1 hour	24 hours	5 business days / hotfix
P3	Minor Fault	1 business day	5 business days	10 business days after the target restore time/Next scheduled release or hotfix

“Response time” shall mean the time interval from the receipt of Customer notification of a problem by OEM within Gitlab, or any other service portal maintained by OEM that Customer has been given access to and confirmation of OEM that it has received the problem and starts with analysis of the problem.

“Target Restore Time” shall mean the time interval from the time when the problem is resolved, which substantially enables resumption of the service that is provided by OEM (problem can also be resolved with a temporary solution or workaround).

“Root Cause Removal Time” shall mean the when the permanent fix for the problem is provided to Customer (root cause of the problem is resolved).

Priority Descriptions.

Priority	Description
Critical / Priority 1	Conditions exist that severely affect the Products or Software. Such problems require immediate corrective action 24 hours a day, 7 days a week. A “Critical Error” is defined as: • An error in the Software or Products in a live environment which results in the Software being rendered inoperable or on which the end-user is unable to perform critical business functions, and for which no temporary workaround is known or available. • An error in the Software or Products causes failure or severe degradation in a live environment that materially and adversely impacts the functionality of the Software or Products and for which no immediate workaround is available. Examples of emergency cases are: • Total outage of the Software • Key functionality not available to over 50% of end users
Major / Priority 2	• Conditions exist that seriously affect Software operation and require attention because of the high possibility to affect end user usage. This may also include a technical request due to some business purposes (product development) or regulatory obligations of Customer. • A “Major fault” is defined as: • Significant loss of Software or Product functionality or the Software has failed to the extent that part of the Software or Products or specific functions are not performing as expected or described in any documentation. • An error causes failure or severe degradation in a live, production environment or during deployment of these environments of one or more functions of the Software that materially and adversely impacts the use by an end user and for which no immediate workaround is available.
Minor / Priority 3	Conditions exist that do not significantly impair the function of the Software or Products and do not significantly affect service to end users, but represent a potential problem or difficulty in utilizing the Software. This may also include a technical request for additional information about system operation, maintenance, administration or service features by Customer. A “Minor fault” is defined as: • An error in the Software and/or Products that is minor in nature; causes minor impact to the end user • An error in the Software or Products that is minor and has no impact to an end user’s business and operations.

Schedule 20
IntelliSpace ECG Management as a Service (Rev 26.1)

IntelliSpace ECG Solution Management as a Subscription Service provides healthcare clients access to IntelliSpace ECG (ISECG) management software through a cloud environment.

Application of Terms and Conditions of Sale
1. This Product-specific Schedule for IntelliSpace ECG Management as a Service (“Schedule”) is subject to and incorporated into the Conditions of Sale. Without limiting the applicability of Section 19 (Product-Specific Terms) therein, the following sections of the Conditions of Sale do not apply to this Schedule 20: 1.4 and 1.6 (Quotation, Order and Payment), 2 (Lease and Trade-In), 3.2 and 3.3 (Shipment and Installation), 4 (Product Warranty), and 9 (Licensed Software Terms).
2. Section 3 of the Conditions of Sale is modified by adding the following language for the purpose of this Schedule: “Customer shall be responsible for the security of Customer’s environment network security, including but not limited to, using secure administrative passwords, installing the latest validated security updates of operating software and web browsers, running a Customer firewall as well as maintaining up-to-date drivers, and validated anti-virus and anti-spyware software.”
Definitions
1. Customer Content means any information, in digital or other form, processed by Customer in relation to the Subscription Service, including but not limited to data, documents, e-mails and images, including Personal Data.
2. Deliverables means materials, work products, and documentation provided and/or delivered as part of the Professional Services.
3. Documentation includes the Philips-provided materials such as Instructions for Use (IFU) for the Subscription Service provided by Philips as may be updated from time to time by Philips.
4. Order Effective Date means the date the Quotation is accepted by Customer, as evidenced by the signature of Customer’s authorized representative on such Quotation.
5. Order Term means the period(s) of time specified on the Quotation.
6. Professional Services means the services ordered by Customer and provided by Philips pursuant to this Schedule, including but not limited to installation, implementation, and training, excluding the provision of any Technical Support Services with respect to the Subscription Service or Software.
7. Quotation means the quotation offered by Philips and accepted by Customer that describes, among other things, the Services, term, maximum number of licensed records, software components and professional services purchased. The Quotation may be included as part of the Statement of Work.
8. Services means, collectively, the Subscription Service and any Professional Services.
9. Statement of Work (SOW) means the statement of work made pursuant to and a part of this Agreement, describing the implementation specifications, project plans, or other technical instructions, as applicable and agreed by the parties in writing prior to Philips’ commencement of work. The SOW may include the Quotation.
10. Study, or Studies means patient related diagnostic data produced by medical devices and collected by the Subscription Service.
11. Subscription Service means the cloud application hosted and provided by Philips’ designated websites to Customer, including Technical Support Services, all as described in the Documentation and as specified in the Quotation and Section 8 (Technical Support Services) below. Subscription Service includes any software manufactured by third parties.
12. Technical Support Services means the technical support services provided by Philips for the Subscription Service as set out in Section 8 (Technical Support Services) of this Agreement.
13. Third-Party Products and Services means any hardware, software, peripherals, network, content protected by copyrights, or other equipment or services, other than the Subscription Service or Customer Content, that 1) Customer has acquired or may acquire the right to use from a party other than Philips (irrespective of whether it is delivered by Philips) or 2) for which Philips is not the original equipment manufacturer.
14. Third-Party Terms means different or additional terms and conditions governing Customer’s use of Third-Party Products and Services as may be supplied directly to Customer by the original equipment manufacturer for such Third-Party Products and Services or passed through to Customer by Philips.
15. Update means a minor release (from .x to .y), including bug fixes or limited enhancements, that is made generally available by Philips to all Customers.
16. Upgrade means a major release (from x. to y.) that may offer substantial enhancements to Customer’s purchased configuration that is made generally available by Philips to all Customers.
17. User(s) means any person who is authorized by Customer to use and access the Subscription Service solely for Customer’s benefit, in accordance with this Schedule and has been supplied user identification and password by Customer.
Subscription Service Access
1. Subject to the terms and conditions of this Schedule, including (without limitation) full and timely payment of Fees and Customer’s compliance with this Schedule, Philips will, during the Order Term, make the Subscription Service available to Customer and permits Customer to access the Subscription Service for the Order Term which Customer hereby accepts.
2. Delivery of the Subscription Service is effective upon Philips first providing Customer with access to Philips’ standard instance of the Subscription Service, as evidenced by Customer’s signature of Philips’ Customer Acceptance Form. If Customer does not sign the Customer Acceptance Form within five business days from the date Philips provided to Customer, Customer shall then be deemed to have accepted the Subscription Service. Subscription Service Fees are not contingent on Philips’ or Customer’s configuration of the Subscription Service, or Customer data acquisition.
3. Customer agrees that its entering into the Agreement is neither contingent upon the delivery of any future functionality or features of the Subscription Service nor dependent upon any oral or written statements made by Philips with respect to future functionality or features of the Subscription Service. Philips’ sole obligations are documented in this Agreement.
4. The Subscription Service can be used in conjunction with more than the number records stated within the Quotation. Subscriptions for additional records may be added for the Order Term according to Philips’ then-current rates and may be subject to minimum purchase requirements according to Philips’ current commercial policy.
5. Customer will use the Subscription Service solely as contemplated by this Schedule. Furthermore, Customer will not:
  1. use the Subscription Service for any purpose other than in conformity with the Documentation including, but not limited to, in a manner inconsistent with any instructions for use;
  2. sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Subscription Service available to any third party, other than to Users or as otherwise set forth on the Quotation without the express prior consent by Philips;
  3. access the Subscription Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Subscription Service; or
  4. exceed the permitted use of the Subscription Service as described in the Quotation.
Deployment
1. The Subscription Service will be delivered and deployed by Philips or by a subcontractor named by Philips, as specified on the Quotation or SOW.
2. Customer is responsible for cooperating and performing its deployment responsibilities identified in the applicable SOW without delay.
3. Customer will maintain adequate internet connection bandwidth in compliance with the Documentation.
4. The parties understand that there may be instances where a performance obligation of Philips or Customer is dependent on a precedent performance obligation of the other party. In the event the other party does not perform its precedent performance obligation as of the scheduled date or in accordance with the specifications for such precedent performance obligation, such that the non-delaying party does not have adequate or sufficient time to fulfill its obligations in a commercially reasonable manner and stay within the agreed-upon schedule, the non-delaying party will be entitled to take a reasonably necessary amount of time to complete its performance obligation not less than the length of the delay engendered by the delaying party.
5. For any changes to Services (excluding modifications made by Philips to the Subscription Services generally applicable to all similarly situated Philips customers), the parties will follow the change control procedure as set out in this section. At any time during the applicable Order Term, either party may request a change to the SOW but no such change will be effective and binding unless a written change order is agreed and signed by authorized representatives of both parties. For the avoidance of doubt, and notwithstanding anything to the contrary, a change order can only amend the technical and commercial conditions of the applicable Quotation or SOW and will not in any event amend any the Terms and Conditions of Sale (e.g., relating to allocation of legal liability or compliance with regulatory requirements).
6. Philips may subcontract to contractors of Philips’ choice any of its obligations to Customer or other activities performed by Philips under this Schedule. No such subcontract will release Philips from its obligations to Customer set forth herein.

Subscription Service Fees

Unless otherwise specified in the Quotation, Philips will invoice Customer, and Customer will pay such invoice within thirty (30) days of Philips’ invoice date.
Unless otherwise set forth in the Quotation, fees for the Subscription Service (“Fees”) will be invoiced by Philips upon Customer’s signing of Customer Acceptance Form, and then every month from the start of the Order Term. The implementation fee will be billable upon the Order Effective Date.
Philips reserves the right to adjust customer list pricing and (or) net pricing during the Order Term of the agreement, in accordance with the Consumer Price Index published by the United States Department of Labor in its website at http://www.bls.gov/cpi. Such adjustment in pricing requires 30-day written notice, will not be retroactive, cannot start before the first year of the Agreement and will not exceed more than 5% change annually.
Philips will conduct a true up of Customer’s annual Study volume at the end of each contract year. In the event Customer has exceeded its use of the Subscription Service beyond the maximum number of records identified on the Quotation, Philips will invoice, and Customer will pay, Philips’ applicable Fees for such additional licensed records or studies per the table as follows, subject to minimum order quantity of not less than an entire care unit for the remainder of the Order Term.

1% to 20% increase of the annual ECG Study volume	20% discount on the fee of the incremental ECG Study volumes
21% and above increase of the annual ECG Study volume	20% discount on the fee – 1% to 20% of the incremental ECG Study volumes Additional 10% discount on the fee - above 21% of the incremental ECG Study volumes

Customer may roll up to 10% of the unused ECG Study volume from a contract year to the following year.

For clarity, no refund will be issued for unused ECG Study volume.

Subscription Service Fees may be re-evaluated prior to renewal. Changes to the Subscription Service Fees will be communicated through an updated Quotation.
Subscription Service Fees are not decreased based on actual usage.

Responsibilities of Parties
1. Philip will provide Customer access to use the ISECG software in accordance with this Schedule.
2. Technical Support Services
  1. Philips will provide Technical Support Services during the Order Term in accordance with this Agreement.
  2. Customer will provide full and timely cooperation with Philips’ Technical Support Services resources.
3. Security
  1. Customer Environment and Users
    1. Customer is responsible for Customer’s infrastructure necessary for access to the Subscription Service (e.g. Customer’s employees, subcontractors, agents).
    2. Customer must employ industry-standard virus protection software and security protection for Customer’s infrastructure for access to Subscription Service.
    3. Customer is responsible for all activities that occur in User accounts and for Users’ compliance with this Schedule. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content in the Subscription Service; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Service, and notify Philips promptly of any such unauthorized access or use and promptly furnish full details of such use or access, and cooperate fully with Philips in any litigation against third parties deemed necessary by Philips to protect Philips’ proprietary and contractual rights; and (iii) ensure the proper configuring, programming, updating, and operating of Customer’s hardware, software, websites, content, and telephone and internet connections to allow access to and use of the Subscription Service.
  2. Philips’ Environment
    1. Philips will host the ISECG on a Philips-approved cloud platform so that it may be accessed by Users through an industry-standard web browser via a secure connection. Any Philips-hosted ISECG cloud platform instance will be located at Philips’ determined domestic locations unless otherwise agreed.
    2. Philips will provide for the security of the Subscription Service by way of reasonable and appropriate physical, technical, and administrative controls according to Philips’ information security management, risk management, and data privacy practices, including audits of Philips’ Information Security Management System, and risk-based assessments that incorporate entity and cloud vendor supply chain obligations.
    3. Philips will use commercially reasonable efforts to restore the data from the last available backup upon Customer’s request. Philips shall not be responsible for any losses or damages related to or resulting from loss of Customer Content.
Warranty
1. Philips warrants that the Subscription Service will perform materially in accordance with the Documentation during the Order Term.
2. If the warranty set out in Section 7.1 is breached, Customer must promptly notify Philips in writing. Upon receipt of such notice of nonconformity, Philips will use commercially reasonable efforts to repair or modify the Subscription Service to make it perform in accordance with the Documentation. All corrections will be made in accordance with Philips’ Subscription Service Technical Support Services Policy. Philips does not represent or warrant that all errors can be corrected. If, after using commercially reasonable efforts for a period not less than 60 days, Philips is unable to replace or repair the Subscription Service, Customer may terminate this Schedule without liability upon written notice to Philips. The foregoing are Customer’s sole and exclusive remedies for breach of this warranty.
3. The warranty set forth herein will not apply if the warranty claim arises out of Customer’s: (i) use of the Subscription Service contrary to the Documentation or Philips’ written instructions, (ii) modification of the Subscription Service, or (iii) failure to provide prompt notice to Philips as set forth in Section 7.2.
4. The warranty set forth in this Schedule does not apply to any Third-Party Products and Services. Warranties for Third-Party Products and Services (if any) may be supplied directly to Customer by the third- party suppliers.
5. THE WARRANTY IN CLAUSE 7.1 IS MADE TO AND FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SCHEDULE, PHILIPS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SUBSCRIPTION SERVICE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE SUBSCRIPTION SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OR WILL OPERATE ERROR FREE OR UNINTERRUPTED. PHILIPS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, WHETHER STATUTORY OR OTHERWISE, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR ANY WARRANTIES REGARDING THE QUALITY OF CUSTOMER CONTENT, EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.
6. Philips is not responsible for circumstances beyond its control, including without limitation: non-Philips’ supplied infrastructure or application programming interfaces, single sign-on capability, hardware, virtual machines, network (connectors), information, content, software, scripts, data, files, application programming, web servers or service, materials, equipment; acts or omissions of Customer or its agents; virus or hacker attacks; intentional shutdown for emergency intervention or security incidents; acts or omissions of a party other than Philips; Customer’s failure to comply with Philips’ Documentation and security and upgrade policies; or Customer’s use of Subscription Service in violation of this Schedule.
Technical Support Services
1. Technical Support Services. Technical Support Service consists of telephone and remote support, and interface support.
2. Coverage. Unless otherwise set forth in this Agreement: (i) Philips will provide Technical Support Services Mondays through Fridays, 8:00 AM to 5:00 PM Customer local time, excluding Philips observed holidays (“Service Coverage”); and (ii) travel necessary to perform the Technical Support Services is excluded.
3. Initial Telephone Response Time. Philips will make reasonable efforts to make an initial response to a Customer request for Technical Support Services within one hour from the receipt of the request. Otherwise, Philips will respond within two hours of the receipt of the original message.
4. Philips Internet-based Customer Support Tools. Philips will provide Customer access to the applicable web-based support tool platform for the Subscription Service.
5. Subscription Service Availability. Customer agrees to provide Philips and its representatives full and free access to Customer’s site and the Subscription Service in order to perform the Technical Support Services and to confirm Customer’s compliance with any of its obligations hereunder.
6. Software Upgrades, Updates and Fixes. Philips will provide Updates and Upgrades to the Subscription Service application software during the Term as such Updates and Upgrades are made generally available by Philips. Customer acknowledges that certain functionality and options in current and previous Subscription Service versions may not be available in subsequent Upgrades or Updates. Unless specifically included elsewhere in this Agreement, software Updates do not include Third-Party Products and Services. Customer agrees to follow advanced written instructions provided by Philips for the enablement of Updates and Upgrades.
7. Customer Responsibilities.
  1. System administrator. The Customer shall designate an individual(s) to serve as its system administrator (“System Administrator”) and an alternate, who will serve as Philips’ primary support contacts. These individuals should be familiar with all aspects of training provided by Philips, including end-user and system administrator training.
  2. Security. Customer is solely responsible for providing adequate security to prevent unauthorized System access to Philips (or its third-party vendors) proprietary and Confidential Information.
  3. Intermediate Resolutions. Customer shall implement any intermediate System resolutions or workarounds as requested by Philips while Philips seeks a long-term System resolution.
8. Service Limitations.
  1. Non-Philips Software Assistance. Requests for assistance with Third-Party Products and Services are outside the scope of this Agreement.
  2. Exclusions. Unless expressly agreed upon by the parties in writing, the Technical Support Services do not include: any service required as a result of a design, specification or instruction provided by Customer; the failure of anyone to comply with Philips’ written instructions or recommendations; any use of the Subscription Service with Third-Party Products and Services not approved by Philips; any product maintained under this Agreement in which Customer does not allow Philips to incorporate engineering or other improvements; operating system software issues that manifest themselves in non-performance of another installed application or otherwise affect use or performance of the Subscription Service; any network related problems; damage caused by an external source, regardless of nature; any services that Philips cannot provide in accordance with applicable law; data recovery or restoration (other than as specified in Section 6.4); service or support for any other circumstance beyond Philips’ reasonable control.
Obsolescence
1. Customer acknowledges and agrees that the Subscription Service functionality, features, specifications, and Documentation are subject to change by Philips at any time, provided that Philips will not materially degrade the functionality or security of the Subscription Service and will provide reasonable advanced notice of any substantial changes.
2. Philips may determine that the Subscription Service is obsolete, or “End of Life,” and that no version will be maintained or supported. Accordingly, Philips may no longer provide the Subscription Service or Technical Support Services for same. In such event, Philips may, with 180 days’ prior notice, terminate the Agreement without liability, and provide Customer with a refund of any pre-payments for periods of any Technical Support Service and Subscription Service not yet rendered.
Audit Rights and License
1. For the duration of the Order Term and for a period of six (6) months after its termination, Customer will allow Philips to carry out audits, including (without limitation) electronic audits, of Customer’s use of the Subscription Service in order to verify Customer’s compliance with the terms of this Schedule.
2. The Subscription Service incorporates license management tools and technology to ensure Customer complies with this Schedule and to allow Philips to exercise self-help remedies in the event temporary or permanent suspension of Customer’s use of the Subscription Service is required in accordance with Section 14.5 herein. Philips will not exercise any such self-help remedies without prior written notice to Customer, unless such prior written notice is reasonably not possible, for instance, with regard to the protection of the security of the Subscription Service. Customer consents to such license management tools and technology and their exercise by Philips on the conditions above.
Privacy
1. The parties acknowledge that all PHI will be processed pursuant to Section 11 of the Conditions of Sale.
Intellectual Property Rights
1. Ownership. Except for the limited-use license explicitly granted to Customer herein, Philips owns all rights, title and interest, including intellectual property rights, in and to the Subscription Service, Deliverables, Documentation and other Philips’ confidential information and all modifications and derivative works of each of the foregoing.
2. Feedback. Philips will have the right to use in any manner that Philips determines any suggestion, idea, enhancement request, feedback, recommendation, or other information relating to the Subscription Service that Customer may supply or communicate (collectively, “Feedback”) and Customer agrees that Philips will be the exclusive owner of any intellectual property rights therein or arising from Philips’ use of such Feedback.
Customer Indemnification
1. Customer understands and agrees that the Subscription Service is an informational tool only and not a substitute for the professional judgment and care of healthcare providers in diagnosing and treating patients. Customer will defend and indemnify Philips against any and all losses and liabilities in connection with any claim arising from Customer’s use of the Subscription Service contrary to the Documentation or instructions for use provided by Philips, or from Customer’s failure to maintain adequate backup procedures to maintain continuity of patient care in the event of Subscription Service unavailability. Customer further agrees to defend and indemnify Philips against any and all losses and liabilities in connection with any claim: 1) that Customer Content infringes the privacy or intellectual property rights of another party or 2) arising out of Customer’s noncompliance with Third-Party Terms.
Term and Termination
1. Order Term. The Order Term, and the applicability of this Schedule, commences on the Order Effective Date, and shall continue for the term specified on the Quotation and following Customer’s execution of the Customer Acceptance Form.
2. Termination for Breach. Either party may terminate an Order Term upon a material breach of this Agreement by the other party, if such breach is not cured within 30 days after receipt of written notice specifying the breach. Termination or expiration of the Order Term will result in termination of this Schedule.
3. Effect of Termination and Expiration. Termination of the Schedule for any reason will not constitute a termination of any other orders, or schedules made under the Terms and Conditions of Sale that are not subject to this Schedule, and will not relieve Customer of any of its obligations incurred prior to such termination including, but not limited to, payment of all outstanding invoices for Subscription Service performed until the effective date of such termination and will not impair any of Philips’ rights which have accrued prior to such date. In the event of termination due to Customer’s breach: 1) all fees or charges due for the remaining period of the Order Term will immediately become due and payable and 2) Philips’ obligations under this Schedule will cease. Upon termination or expiration of this Schedule or the Order Term, for any reason, Customer will immediately cease accessing the Subscription Service.
4. Customer Content. For a period of 90 days after the effective date of termination or expiration, Philips will make available to Customer for download the Customer Content stored in the Subscription Service. During that time, the data storage fee will be billed at 30% of the subscription fee per month. After such 90 day period, Philips will have no obligation to maintain or provide any Customer Content and will have the right, unless legally prohibited, to delete all such Customer Content in its systems or otherwise in its possession or under its control.
5. Suspension of Service. In addition to any of its other rights or remedies Philips may, at its discretion, suspend the Subscription Service or Professional Service, where Customer has failed to perform any obligation under this Schedule where such breach is irremediable or, if the breach is remediable, fails to remedy such breach within 30 days after being notified in writing to do so. Philips will not exercise this remedy without prior written notice to Customer, unless such prior written notice is not reasonably possible, for instance, with regard to the protection of the security of the Subscription Service.
Professional Services Terms.
1. Recommendations Only. The Professional Services may include advice and recommendations, such Services are advisory in nature, Customer is responsible for evaluating such advice and considering all relevant factors and shall be solely responsible for the decision to implement such advice and any and all outcomes.
2. Timelines and Labor Hours. Unless expressly agreed upon between the parties in writing, any hours and dates described in the Quotation and/or SOW, including (without limitation) with regard to milestones and Deliverables, are estimates only and are solely intended for Philips’ budgeting purposes and resource- scheduling purposes. Philips exceeding an estimate does not constitute a breach by Philips.
3. Fees, Expenses, and Payment.
  1. If the Quotation includes more than one Deliverable (for example, multiple projects) and each such Deliverable has a price associated with it, then (i) each such Deliverable will be deemed to be a standalone item, (ii) Philips may invoice for each item as it is delivered, and (iii) Customer will pay for each item as it is invoiced.
  2. Unless expressly stated otherwise in the Quotation, in addition to the Fees, Customer will reimburse Philips for all expenses actually incurred by Philips in performing the Professional Services, including travel, lodging, meals, transportation, and other customary out-of-pocket expenses. At Customer’s request, Philips will furnish reasonable documentation supporting all such expenses.
  3. Unless a Quotation explicitly sets forth the Deliverable to be provided on a fixed fee basis, Professional Services are Quoted on an hourly basis, and any totals listed are estimates of the total required for the Deliverable/Professional Services, Customer will be invoiced on the actual hours spent performing the Professional Services. Such invoice may exceed the total estimated hours listed in the Quotation. If Philips foresees that the estimated amount of hours will be exceeded, it will use commercially reasonable efforts to inform Customer thereof.
4. License for Use. Professional Services Deliverables are provided under a nonexclusive, nontransferable license for Customer’s use in its internal operations subject to Customer’s continued compliance with the terms of this Schedule.
5. Customer’s Responsibilities. Philips’ responsibility to provide the Professional Services, meet the milestones (if any), and provide Deliverables is contingent on Customer meeting its responsibilities in a timely and appropriate fashion, free of charge. If Customer fails to meet such responsibilities, it may result in an increase in the Fees, or in delays or extensions of the agreed milestones or Deliverables.
  Customer will provide:
  1. access to Customer’s employees, representatives, or agents required to accomplish the objectives described in the Agreement;
  2. access to relevant information and materials (written and electronic) as needed to accomplish the objectives described in the Agreement;
  3. prompt written notification to Philips if Customer knows that earlier-provided information or materials are incorrect or have changed in such a way that any inaccuracy or change may impact Philips’ delivery of the Professional Services in any way;
  4. written information to Philips identifying all healthcare and other regulatory and quality requirements applicable to the Professional Services, and Customer will obtain all required approvals of the relevant governmental or regulatory bodies to permit Philips to perform the Professional Services for Customer;
  5. Philips personnel with adequate safety and other training and familiarize them with local procedures and rules of Customer;
  6. written feedback promptly upon Philips’ request; and
  7. Philips with a Customer representative, in writing, who will be responsible for providing the items described in this Section 15.5 and any other information, materials, or feedback requested by Philips in connection with the Professional Services.

Schedule 21
Advanced Visualization Workspace (Rev 26.1)

Product Category	Products
Enterprise Informatics (EI)	Philips Advanced Visualization Workspace (aka ISP)

This Product specific Schedule is subject to and incorporated into the Conditions of Sale. Without limiting the applicability of Section 13.14 (Product Specific Terms) therein, the following sections of the Conditions of Sale do not apply to this Schedule 21: 1.4 and 1.6 (Quotation, Order and Payment), 2 (Lease and Trade-In), and 3.2 and 3.3 (Shipment and Installation).

Definitions:
Notwithstanding anything contrary in the Conditions of Sale, the following license terms and restrictions shall apply and govern in the event of conflict with terms expressly set forth in the Conditions of Sale:
1. “Client Device” shall mean a computer, workstation, terminal, or other electronic device used to access the Product.
2. “License Commencement Date” shall mean the date that Philips makes the EI Software and Services Solutions available to Customer for first use consistent with the usage rights and restrictions under the terms of this Agreement and upon completion of the installation of any server(s) provided by Customer as part of the Customer Provided Hardware or purchased through Philips and related network infrastructure.
3. “Acceptance” of all EI Software and Services Solutions shall occur upon the License Commencement Date. Customer shall promptly sign the Philips’ Customer Acceptance Form, at such time. All fees for licenses commence at the same time and, in the event of multiple sites, all licenses and fees start upon the License Commencement Date for the first site, unless otherwise provided on a Quotation. If Customer does not sign the Philips’ Customer Acceptance Form within five (5) days of the completion of testing and implementation, Customer shall then be deemed to have accepted the EI Software and Services Solutions as of the end of the acceptance testing period. In any event, Customer shall be deemed to have accepted the EI Software and Services Solutions upon use thereof.
4. “Quotation” shall mean the Philips quote affixed to this Schedule signed by Customer for the Philips EI Software and Services Solutions. Each Quotation shall list all the fees and any license limitations applicable to Customers purchase of licenses, maintenance and support, professional services, including all installation, migration, interfacing tasks set forth on a Statement of Work. All Licenses fees, maintenance fees, subscriptions fees and professional services fees, as applicable, shall be payable per the payment terms in the Quotation.
5. “Statement of Work” shall mean the Philips statement of work signed by Customer and Philips at time Customer places its order to purchase EI Software and Services Solution. A statement of work shall be required for all EI Software and Services Solutions, and such document shall address in general terms all interfacing and professional services delivery project scope requirements, at minimum.
6. “Updates” means fixes or corrections for Software bugs to enable the Software to substantially perform in accordance with its Documentation which is typically designated by a change in the third number in the series (always can be found to the right of the decimal point). Software Update is made generally available to its customer that are under a service or maintenance agreement or subscription term, subject to any limitations set forth in the applicable Quotations or Agreement schedule. Updates do not include new products, modules or extensions for which Philips elects to charge separately.
7. “Upgrades” means a new version or release of software that contains new features and enhancements to functionality and may include a change to the platform. A new version and release, under this definition, are typically designated by a change in the first or second number in the series (which can always be found to the left of the decimal point). Software Upgrades are made generally available to its customer that are under a service maintenance agreement or subscription term, subject to any limitations set forth in the applicable Quotations or Agreement schedule. Customer will be charged for professional services fees and other fees as a result of a change associated with the Upgrades, as detailed in the Quotation. Notwithstanding the foregoing, Upgrades do not include new products, platform, modules or extensions for which Philips elects to charge separately; provided however, such Upgrades have a substantial change from the previous major version with respect to product feature(s) or underlying technology. New optional licensable software may be available for additional software and services fees and shall not include Software changes with a version change in the first or second number in the series.
License Term and Limitations.
1. Capital Model entitles Customer to a perpetual license to an EI Software and Services Solution, subject to the license provisions in the Conditions of Sale and any usage limitations set forth on the Quotation, as well this Schedule.
2. Term License Model with Separate Maintenance and Support Purchase Option. Under this sale model, each EI Software and Services Solution license shall commence upon the License Commencement Date (as defined in Section 1.2 above), and continue for the license period set forth on the Quotation (“Term License”). Philips shall provide the maintenance and support services set forth in Schedule 21-A and any applicable Supplemental schedules affixed to this Schedule for a period of 90 days. Customer’s purchase of maintenance and support services post warranty of the Term License are optional and not required. Therefore, Philips shall have no obligation to perform maintenance and support on the Term License software, for any period post warranty that Customer has elected not to purchase maintenance and support agreement coverage. The license to an EI Software Solution shall expire upon the final anniversary date of the License Commencement Date based on the number of years in the Term License, unless customer renews the license term prior thereto. In the event Customer elects to purchase maintenance and support services for a post warranty period, such maintenance and support services shall be provided under the terms of this Conditions of Sale, including Schedule 21-A, as applicable; provided that, Customer issues a purchase order with a separate line item listing the post warranty maintenance and support purchase per the Philips post warranty service Quotation.
3. Solution Subscription Option. Under the solution subscription service model, commencing upon the License Commencement Date, Customer receives an annual subscription license for the number of years set forth on the Quotation (“Subscription License Term”), and the maintenance and support set forth in Schedule 21-A and any supplemental schedules, as applicable, affixed to this Schedule for the entire Subscription License Term for one annual fee (“EI Software and Services Solutions Subscription Option”). Thereafter, the then current EI Software and Services Solutions Subscription Term shall expire on the end of the last anniversary date of the Subscription License Term, unless Customer renews the subscription term prior thereto.
4. Solution Subscription (Under Section 2.3 above) with Auto-Renewal Option: This option is required for certain software that is used as part of care diagnosis and cannot be shut off without patient care workflow impact. Under the solution subscription service model with automatic renewal (“Solution Subscription with Auto-Renewal Option”), commencing upon the License Commencement Date, Customer receives an annual subscription license for the number of years set forth on the Quotation (“Subscription License Term”), and the maintenance and support set forth in Schedule 21-A and any supplemental schedules, as applicable, affixed to this Schedule for the entire Subscription License Term, subject to payment of one annual fee. Thereafter, the then current Subscription License Term shall automatically renew for subsequent one-year periods (“Subsequent Subscription License Term(s)”) (i) unless a Party has given the other Party written notice of termination at least 60 days prior to the end of the Subscription License Term or any applicable Subsequent Subscription License Term or (ii) unless earlier terminated by either Party for the other party’s uncured material breach of this Agreement. Philips reserves the right to adjust the annual fee for any Subsequent Subscription License Term to the current pricing in effect at the time of renewal. Philips shall give 90 days’ notice prior to the end of (i) the Subscription License Term or any (ii) Subsequent Subscription License Term before implementing any adjustment to pricing.
  1. “Flex Premium” under a Solution Subscription with Auto-Renewal Option: Under the Flex Premium coverage option, Customer has the right to terminate the Solution Subscription with Auto-Renewal Option by providing Philips with a written notice of termination 60 days prior to the end of each contractual license year during the Subscription License Term. Customer will not be eligible for any refund of fees already paid. Flex Premium cannot be used for the first year of the Subscription License Term.
  2. Subject to the Maximum Permissible Subscription Decrease below, the Solution Subscription with Auto-Renewal Option also permits Customer to decrease the number of users and/or optional software features during Subscription License Term or any Subsequent Subscription License Term with 60 days’ written notice to Philips prior to the end of each contractual license year, provided that, such notice shall not be effective until the next subscription license annual year. Therefore, Customer will not be eligible for any refund of fees for the annual period of the Subscription License Term or Subsequent Subscription License Term in effect at the time of such written notice. All modifications will go into effect upon the expiration of such annual period that written notice was delivered. In all cases and notwithstanding any contrary under this Subsection 2.4.2, Customer will not be eligible for any decrease that results in a reduction of fifty percent (50%) or more of (i) the current annual fee applicable at the time written notice was delivered by Customer or (ii) the annual fee payable for the first year, whichever is higher.(collectively (i)-(ii) the “Maximum Permissible Subscription Decrease”)
  3. The Solution Subscription with Auto-Renewal Option also permits Customer to increase the number of users and/or optional software features during Subscription License Term or any Subsequent Subscription License Term at any time after prior notification to Philips, with immediate effect. The annual fee shall be adjusted accordingly and an applicable invoice for such increase shall be issued by Philips and promptly paid by Customer.
5. Products Warranties for all sales models 2.1-2.4. The warranties set forth in Section 4 in the Conditions of Sale shall apply to sales of the EI Software and Services Solutions purchased under Sections 2.1-2.4 of this Schedule. Warranty exclusions set forth in Section 4.7 of the Conditions of Sale also apply to Support Services hereunder. The conditions that resulted in the exclusion of Product warranty coverage, set forth in Section 4.7, shall also apply to any service provided during an in-warranty or post-warranty coverage period.
6. All licenses are subject to a limited number of sites (by physical address), users, connections and study or exam volume set forth in the Quotation. In all cases a “Site” shall mean a unique physical street address for imaging equipment that has usage information sent to or pulled by the EI Software and Services Solutions Licensed Software and “Users” shall mean the number of named users that are employees or contract temporary employees by the Customer legal entity expressly set forth on the Quotation and/or Statement of Work. In no event shall GE, Siemens, or another medical device manufacturer, distributor, or independent service organization use or have access to EI Software and Services Solutions. Customer shall have the right to replace a User with a different named User at no additional charge; provided that, the User being replaced is permanently no longer using the EI Software and Services Solutions Licensed Software to benefit Customer.
7. Prior to the assignment of any licenses, including an assignment pursuant to a purchase of substantially all of Customer’s assets, organic growth or expansion plans, Customer will provide Philips with written notice along with reasonable data to determine how such events will impact the licensing limitations applicable to each License. These events may require Customer to purchase additional Licenses to address a change in the number of Users, Sites, connections and Annual Exam Volume prior to the use of EI Software and Services Solutions Licensed Software for such events.
8. Subject to fulfillment of any payment obligations by Customer arising from the use of the EI Software and Services Solutions Licensed Software, Philips grants Customer the applicable license under the model quoted. All EI Software and Services Solutions licenses are, non-exclusive, non-transferable and subject to compliance with the usage, rights and restrictions set forth herein and solution description on the Quotation.
9. Termination. Customer may terminate this Agreement upon 60 days written notice to Philips specifically describing a material breach or default of this Agreement by Philips, provided however that Philips may avoid such termination by curing the condition of breach or default within such 60 days’ notice period. Philips may terminate this Agreement, if Customer defaults in the performance of any of its obligations under this Agreement, and fails to remedy the same within 30 days of a written notice; as described in Section 3.1 (Billing).
10. Termination Fees. The sales models offered by Philips under Sections 2.1-2.4 are non-cancellable for their full term set forth in the Quotation (“Term”), except as otherwise provided in this Schedule for Flex Premium license purchases. Each Quotation will commence on its respective effective date and thereafter will remain in effect for the entire Term stated therein. Accordingly, in the event Customer provides written termination notice other than for Philips’ uncured material breach, or if Customer is in material breach of its obligations arising therefrom and Philips terminates the Agreement for such models, Customer shall promptly pay Philips all charges for the EI Software and Services Solutions provided through the date of termination plus a “Termination Charge” equal to the fees that Philips would have been entitled to receive for the balance of the Term for such licenses, maintenance and support purchased, and/or subscription period. The parties agree that all fees were negotiated based upon Customer’s commitment to the full Term. Philips’ damages in the event that the Term is terminated early would be difficult or impossible to ascertain. The Termination Charge is intended, therefore, to establish liquidated damages in the event of termination and is not intended as a penalty.
Billing based on Customer Delays, Offset, and Pricing
1. Billing. All installations of software purchased under this Schedule shall commence upon mutual agreeable schedule set forth in the Statement of Work, Quotation, or project plan (“Installation Commencement Period”). Philips shall have the right to commence billing on the earlier of (i) License Commencement Date or (ii) expiration of the Installation Commencement Period, the later only to the extent installation of software and services provided hereunder has not started because of Customer delays. License Commencement date includes Philips provided hardware. Customer shall pay such invoices per the payment terms set forth in the Quotation or within 30 days of Philips’ invoice date. Customer shall pay the fees for the automatic renewals of the Subscription Term on a monthly, quarterly, or annual basis in accordance with the terms set forth in the Quotation.
2. Offset. Payment obligations for the fee set forth on a Quotation for each EI Software and Services Solutions are independent fee obligations not subject to offset.
3. Subscription Service fees may be increased by Philips annually by the greater of (i) 5% per year or (ii) the most recently published 12-month percent change in the United States consumer price index for medical care services (CPI-MCS) as of the annual anniversary of Acceptance.
4. Within 90 days of the anniversary of each contract year, Philips may perform a comprehensive review of the billing terms and conditions of the Agreement, including commitment analysis, Fee per Study rates, Subscription fees, training entitlements, and sorting logic. If Philips determines that there is any deficiency in the amounts paid to Philips by Customer, then Philips will (i) notify Customer of such deficiency and (ii) invoice Customer for such deficiency. Customer shall pay such applicable amount to Philips within 30 days from the date of Philips' invoice until the agreement amount and all applicable taxes and interest are paid in full.
Philips Ownership in the EI Software and Services Solutions.
1. The Licenses granted under this Schedule for all EI Software and Services Solutions offered under Sections 2.1-2.4 of this Schedule shall not affect the exclusive ownership by Philips of the Licensed Software or of any trademarks, copyrights, patents, trade secrets, or other intellectual property rights of Philips (or any of Philips’ suppliers) relating to the Licensed Software. Except for the licenses set forth in this Schedule for the term (under options offered per subsections 2.1-2.4), Philips retains all rights, title, and interest to all intellectual property in or arising from the Licensed Software.
Statement of Work.
1. A Statement of Work, if required as defined in the product schedules, must be signed in writing by both parties and submitted with Customer’s purchase order. Philips may reject orders in the absence of the Statement of Work.
2. Professional services in connection with certain software installations for Philips Advanced Visualization Workspace may be performed, at Philips’ sole discretion, pursuant to a Statement of Work as set forth in subsection 5.1 of this Schedule or a project plan to be executed by the parties prior to commencement of the project. Customer acknowledges and agrees that, to the extent applicable to installation/implementation of the Products, the number of professional service hours stated in the quotation is an estimate only and that if additional hours are required by Philips for the project, such additional hours will be quoted and invoiced by Philips to Customer as defined in the project plan/Statement of Work. Any deviation from the project plan, or the Statement of Work, or any change thereto requested by Customer during the project may result in additional costs and expenses for Philips, which Philips may invoice accordingly.
Server Hardware
1. Customer Provided IT Infrastructure. Customer shall be responsible to procure all hardware (including server, storage, and client devices) and network bandwidth as set forth in the Statement of Work, the Quotation, or project plan as set forth in Subsection 6.2 herein (“Customer Provided Hardware & IT Infrastructure”). All Customer provided hardware must meet Philips certified hardware specification requirements. Such requirements shall be listed on a Quotation or provided in the Statement of Work. The cost of any new hardware or hardware change to use the EI Software and Services Solutions, including any updates or upgrades provided by Philips under Section 2.1 - 2.4, shall be Customer’s obligation and not included in a purchase of EI Software and Services Solution.
2. Philips Pass Through Resale IT Infrastructure. In limited cases, Philips may offer a hardware pass through resale service for servers that can be used with EI Software and Services Solutions; however, this is offered purely for one purchase order fulfillment convenient purposes and Customer shall remain responsible to work directly with the vendor for such hardware directly for any break/fix non software issues and purchase any maintenance and support directly with such vendor.
3. Philips Provided IT Infrastructure. Customer may elect to purchase hardware from Philips with an option to purchase maintenance and support with Philips for any break/fix issues as described in Schedule 21-A.
Customer Managed IT Support Structure.
1. Customer’s Client Device Types. EI Software and Services Solutions may solely be used with client device types and minimum configuration specifications set forth on the Quotation, Statement of Work or Project Implementation Plan. In all cases, EI Software and Services Solutions are not designed nor recommended for mobile device use. Philips shall not be responsible for issues arising therefrom.
2. PACS Interfaces. For those Customer’s purchasing interface services listed in the statement of work, for which Philips would have to create new interface code to work with third party vendor software, Customer shall ensure that such third parties have completed such interface work for their software by the interface testing date set forth in the project plan. Any delays in meeting such date are the sole responsibility of Customer. If Customer has not fulfilled its interface obligations by such time, Philips may, at its discretion, terminate any interface obligations and refund any pre-paid amounts for interfaces, except for amounts representing the cost for work performed by Philips prior to such termination which Philips shall be entitled to retain. Customer will execute any documentation reasonably requested by Philips to document such terminated interfaces. Upon Philips issuance of a refund in accordance with this section, Customer shall be deemed to have accepted the applicable Philips products. Any interfaces terminated shall be re-evaluated under a separate new sales contract, when Customer’s third-party vendor is available to perform interface testing at such time.
3. Data Archiving. Customer is required to have an archive for all EI Software and Services Solutions that are used as diagnostic tools to provide patient care. Customer is responsible for procuring any specialty software or hardware (fiber channel or host bus adapter) necessary to manage storage and allow the system to access the storage. Customer is responsible for providing fiber channel switches, port upgrades, and other telecommunications and/or network hardware required for the Philips products to physically connect to the storage, regardless of whether Philips provides the storage as a one-off third-party item at Customer’s request.
4. Storage Sizing. To the extent not otherwise stated in the Quotation, Philips shall have no obligation or responsibility in connection with providing or managing storage. Upon request, Philips will provide Customer with estimates of image study sizes for different types of studies that Customer can use as a general aide to calculate and determine its near-term and long- term storage requirements for EI Software and Services Solutions, whether through procurement from Philips as a third-party item or utilization of Customer's own existing storage solutions. Customer acknowledges that use of storage varies greatly based on its unique utilization of the system and based on factors that are outside Philips’ control. Therefore, and notwithstanding any estimates provided to Customer by Philips, Customer is solely responsible to determine what storage archive device is best suited to meet its needs as long as it meets the requirements published by Philips. As part of its decision-making process in connection with archive device storage size, Customer acknowledges that study sizes are affected greatly by:
  1. changes in the types and amount of modality equipment used.
  2. technician discretion in file size creation, and
  3. clinical protocols within a department. Customer is solely responsible for system administration for the Software Solutions, which includes monitoring the storage archive device for its utilization levels and planning any necessary storage changes as Customer's requirements change.
5. Frequent Data Backup/Disaster Recovery Responsibility. Philips is not responsible for the development or execution of a business continuity/disaster recovery plan or backing up the data and images processed by the EI Software and Services Solutions. Customer is responsible for performing frequent backups of any data, patient information or images residing on the repository database on Philips EI Software and Services Solutions, or an archive, on a daily basis at minimum. Philips also not responsible for backing up the data and images processed by the system. Customer may request Philips’ assistance in designing a disaster recovery plan, but Philips accepts no liability whatsoever for the resulting plan or the results of Customer’s utilization of such plan. Customer is responsible for providing a storage solution or storage backup device and for performing frequent backups of any data, patient information or images residing on the repository database, on Philips’ products, or an archive. Such back-ups shall occur on a daily basis at minimum; however, more frequent back-ups are appropriate depending upon the application; provided that, it is Customer sole liability and responsibility to determine such frequency more often than on a daily basis. Except to the extent that Customer purchases some or all of the storage solution from Philips, as provided for in Section 7.4 (Storage Sizing), Philips does not provide the storage archive or Client Devices to be used with this Product. These are Customer provided and not included in this purchase.
6. Unauthorized Patches and Anti-Virus Updates. Customer’s installation or use of
  1. operating system patches, updates or upgrades;
  2. anti-virus updates (except to the DAT files i.e., virus definitions); or,
  3. upgrades to anti-virus search engines without prior validation testing and approval by Philips (“Unauthorized Updates”) may adversely affect the functionality and performance of the EI Software and Services Solutions. Philips shall have no obligation to validate any other third-party operating system or anti-virus software. If Customer installs or uses Unauthorized Updates, Philips shall have no liability or responsibility for performance of the Licensed Software and the warranty shall be void. If Customer is using Unauthorized Updates when requesting service support or an Unauthorized Update is discovered by Philips after commencing the technical support process, then, prior to being obligated to perform warranty support services during a service period, Philips may require Customer to roll back to the most recent operating system. Management of third-party anti-virus software to protect Customer’s network infrastructure, Client Devices, the Server, and the EI Software application is the sole responsibility of Customer under this Agreement. Accordingly, anti-virus issue resolution is Customer’s responsibility and expense.
7. Systems Administration Requirement. Customer, at all times, shall have a designated systems administrator that has completed systems administration training for the version of the EI Software and Services Solutions running at Customer’s site. Systems administration training is set forth in the Quotation.
Data Usage.
1. Philips may use de-identified information to improve the EI Software and Services Solutions, including serviceability thereto, as well as the Philips products to which such de-identified data arose. In all cases, such improvements are made available for purchase to all EI Software and Services Solutions customers. Philips shall defend, indemnify, and hold Customer harmless from any breach of its obligations under this Agreement with respect to permitted use of de-identified data for benchmarking purposes, marketing, advertising, or improving the serviceability of the EI Software and Services Solutions.
Customer Room Preparation Responsibilities
1. In addition to the requirements set out in Section 3 of the Conditions of Sale, Customer shall be responsible for the following site preparation and installation activities:
  1. Customer shall be responsible for all activities and costs necessary to prepare the facility for installation of the EI Software and Services Solutions by Philips. Customer’s obligations include, but are not limited to, running all cable in procedure room and network cable to workstations prior to installation.
  2. Prior to acceptance of the Quotation, Customer shall obtain from the applicable Philips implementation team any other additional Customer installation preparation requirements in connection with the implementation resulting from unique attributes of Customer’s environment and the size of the implementation.
Extended Warranty
1. The extended warranty option ensures that the EI Software and Services Solutions system is covered for support from the local service organization perspective, including L0/L1 and L2 levels of coverage (Call Center Support including ticket logging and technical support for general inquiries and troubleshooting). Additionally, it includes preventive maintenances (PM) scheduled along modality PM as defined by Philips standards. Only field change orders that do not require additional hardware or equipment modifications will be performed as part of the normal extended warranty service during the term of the extended warranty.
2. This extended warranty option can only be purchased by Customer for the term as identified on the Quotation, a maximum of two times in succession AND if the following conditions are all met:
  1. EI Software and Services Solutions have been acquired as a Capital Model and in combination with a Diagnostic and Interventional Imaging system (e.g. MR or CT system) from Philips,
  2. Extended warranty starts directly after expiry of the applicable Product Warranty,
  3. EI Software and Services Solutions product version used by Customer has not been discontinued due to Philips’ lifecycle management of its Products.

Schedule 21-A
Annual Maintenance and Support for EI Software and Service Solutions (Rev 26.1)

Telephone and Remote Support
1. Telephone Support. Telephone and Remote Support coverage is included with all software maintenance agreements. Technical and Clinical Telephone and Remote Support coverage services will be provided during standard coverage hours, Monday through Friday, 8:00 AM to 5:00 p.m. local time, excluding Philips recognized holidays. Any other service times must be agreed separately in writing and will be invoiced by Philips.
2. Remote Access & Diagnostics. Philips may remotely access the EI Software and Services Solutions at Customer site. Customer shall provide Philips remote access to the EI Software and Services Solution.
3. On-Site Software Resolution Response. Philips primary method for software services is telephone and Philips Remote Services Data Centre (“PRSDC”). Philips, at its sole discretion, may provide on-site software support services to resolve software issues that cannot be resolved through Philips’ primary resolution method.
4. InCenter Access. Philips will provide Customer access to Philips’ web-based support tool for the system(s) covered under this Agreement.
5. Online Education. Customer shall be entitled to unlimited access to the virtual classroom at the online Philips Learning Center during the term of the Agreement; provided that, Philips shall have in its sole discretion (i) what materials are made available in such tool and (ii) the ability to make changes to content materials in such tool at any time without notice.
Interface Support
1. Philips supports DICOM and HL7 communication to and from the EI Software and Services Solutions as per Philip’s standard specifications as published per message type. In the case of new software versions provided hereunder, Philips shall provide the following:
  1. If the EI Software and Services Solutions, interoperability mapping engine, or biomedical device is upgraded to the latest version, Philips will restore inbound and/or outbound communication to the pre-upgrade condition as part of the Upgrade Project, additional fees may apply.
  2. Philips’ interface support does not include the modification of any interface due to interface changes in third party hardware or software or replacement of Philips interoperability mapping engine product with a different interoperability engine product. In the case of a planned upgrade of the EI Software and Services Solutions that involves modifications to the interface specifications, Philips will provide a quote to Customer for additional professional services fee and requires that detailed technical information on such modifications be made available to Philips at least 90 days in advance of the planned upgrade. In such a case, Philips shall work with the third party to understand changes in interface specifications and format and may modify and upgrade the EI Software and Services Solutions to support such new interface specifications at a schedule and additional cost to be mutually approved by Philips and Customer. Philips is not responsible for issues arising from third party modifications to their software or interfaces that result in errors fielding inquires or sending data to EI Software and Services Solutions.
Software Versions and Updates
1. If a new software version or update is available for the EI Software and Services Solutions, and the requirements of the Agreement are satisfied, then Philips will upgrade the EI Software and Services Solutions application software during the term of the Agreement as follows:
  1. Philips will provide Updates and Upgrades (as defined in Schedule 21) of software for the licensed EI Software and Services Solutions applications originally purchased by Customer. Such Updates and Upgrades do not apply to third party software, including, but not limited to, client and server operating system licenses to use such updates, database software licenses, and anti-virus software (unless specifically specified in the Quotation). Such Updates and Upgrades do not include hardware updates or replacement.
  2. Functionality. Customer is entitled to Updates and Upgrades for the EI Software and Services Solutions applications Philips makes generally commercially available to customers having maintenance and support on the same EI Software and Services Solutions application with the same software version and purchased options, original purchased by Customer.
  3. Hardware updates and replacement. Software versions, updates and fixes may require hardware updates or replacement. In the case where hardware refresh option is not purchased, Customer is responsible for any such hardware updates or replacements. Upgrade installation and clinical support of the installation are subject to the terms of this Agreement.
  4. Customer acknowledges that certain functionality and/or clinical application in current and previous software versions may not be available in future new software versions. Philips will provide supporting documentation to each of the Updates and Upgrades.
2. To receive an Update or Upgrade:
  1. New Order for professional services and hardware, if purchasing from Philips, and a statement of work;
  2. Customer must be in compliance with all terms and conditions of this Schedule and the Agreement including the availability of PRSDC capability and access to the EI Software and Services Solutions by Philips personnel;
  3. Customer must identify one Customer representative, in writing to Philips, that will manage and be responsible for Customer’s selection and scheduling of new software version installations under this Schedule 21-A; and,
  4. The EI Software and Services Solutions that will receive Upgrade or Update must meet the specifications of the Update or Upgrade. Customer shall provide the EI Software and Services Solutions hardware or software necessary to meet such specifications.
3. Unless specifically included elsewhere in this Agreement, software versions and updates do not include: applications that were not purchased with the EI Software and Services Solutions, including any third-party software, such as virus protection software, third party custom interface software, operating system software for client device or server hardware.
4. Philips manages and maintains the lifecycle of its products and old versions of the EI Software and Services Solutions are discontinued from time to time. During the term of this Agreement, Customer shall maintain the EI Software and Services Solution at a currently supported version (or one before that) to receive Service or Upgrades under this Exhibit. In the event that Customer refuses to an Update or an Upgrade, Philips may terminate the Service Agreement (or part thereof) since it is unable to support discontinued versions of the EI Software and Services Solutions.
Customer Success Management Services
1. During the term of the Agreement Philips will assign a resource familiar with the Customer account, key stakeholders, and contract coverage to provide the following:
  1. If applicable, Philips will schedule and deliver a remote coverage and status review meeting annually, at a mutually agreeable date and time. The status meeting will focus on available entitlements and planning. The status review may outline all EI Software and Services Solutions service issues resolved during the previous period and review any open or unresolved issues.
  2. Prior to delivering any new software version, Philips will coordinate with Customer assigned resource to identify and mitigate dependencies relative to the software upgrade and other service agreement entitlements.
  3. The parties will develop a dependency mitigation plan to address resource needs, hardware needs, operating system requirements, interoperability and other dependencies for the deployment of new software upgrade.
Annual Review
1. If applicable, Philips and Customer will annually review the EI Software and Services Solutions covered by the Agreement to match quantities of equipment, connections, site or annual exam volumes being used by Customer and to adjust price if actual usage exceeds any licenses purchased.
Customer Requirements
1. Network Requirements.
  1. The network requirements are specified in the technical data sheet affixed to the Quotation.
2. Network Access. Customer shall provide Philips with 24x7 direct VPN remote network access to the Customer Provided Hardware to enable Philips to monitor, maintain, upgrade and support the EI Software and Services Solutions. Customer must provide Philips with administrator access to all Software and third-party software installed on the Customer Provided Hardware. Customer will allow Philips to establish a site-to-site VPN using either a Philips manage firewall/VPN device or a Customer managed VPN device for secure access to Customer Provided Hardware. The Customer shall allow the Customer Provided Hardware to send alert messages over the VPN to Philips for proactive monitoring. The Customer will work with Philips to establish the VPN and enable the required access to support the Customer Provided Customer Provided Hardware. If the VPN is established using Customer’s VPN device AND the Customer Provided Hardware is assigned a private IP, Customer will need to work with Philips to translate the private IP to something unique to both networks. This is not necessary if using a Philips supplied firewall/VPN device.
3. Customer shall allow outgoing e-mail from the Customer Provided Hardware to access Philips SMTP e-mail service. Email access is required in order for Philips to monitor, maintain, upgrade and support the EI Software and Services Solutions which Customer must use Philips’ secure managed SMTP relay in order to avoid any possible transmittal of unencrypted sensitive data or PHI. Upon reasonable advance notice, Customer shall provide Philips personnel or subcontractors with physical access to all Customer Provided Hardware to support, maintain and upgrade such Customer Provided Hardware.
4. Customer shall notify Philips of any planned VPN connection, network outages or configuration changes that impact Philips remote monitoring or servicing the Customer Provided Hardware. In the event Customer does not meet the remote access requirements, EI Software and Services Solutions is deemed unserviceable, and the maintenance and support obligations will be voided. Philips shall not be liable for remote support availability issues or other service delays caused by Customer’s failure to permit remote access. If Customer is using Philips Cloud and/or archiving services, a Philips managed VPN device is required.
5. Under no circumstances shall users be permitted to access the EI Software and Services Solutions remotely except via a Customer VPN providing adequate security and network functionality establishing a 1 GB connection between the Client Device being used remotely and the server for the Software Services. Philips shall have no liability under this Agreement for events arising from or use of the Software Services remotely by users in a manner not meeting the foregoing requirements.
6. Modalities. Each Customer modality connected to the EI Software and Services Solutions must have a published DICOM format (or successor industry standard) conformance statement. Philips will provide connectivity testing for all Modalities without charge for the initial installation per the project implementation plan. Thereafter, any such services shall be chargeable at Philips then current professional services rates. Philips will not validate the quality of the data generated by Customer modalities. Philips will confirm that the modality will connect to the EI Software and Services Solutions and the EI Software and Services Solutions will be able to store and display the data as delivered by the modality. Philips will cooperate with Customer’s Modality vendors without charge to troubleshoot any Modality connectivity issues.
7. No Modification of Customer Provided Hardware. Customer may not modify, relocate, or install third-party software on the Customer Provided Hardware without Philips’ prior written consent. Philips will attempt to reasonably accommodate any Customer requests to relocate Customer Provided Hardware.
Customer Support
1. Customer Support
  1. Customer may report issues or obtain technical support twenty-four (24) hours a day, seven (7) days a week by telephoning 877-328- 2808 or online web portal. Philips shall respond to Customer by phone during the Telephone and Remote Support coverage for failures rendering all functionality or a substantial proportion of functionality unavailable or unusable which significantly impacts multiple active users and/or affects patient care (“Critical Failure”) of any service plan within 60 minutes of (i) call receipt within the Telephone and Remote Support coverage or (ii) commencement of the next Telephone and Remote Support coverage if calls are received after hours or within less than 60 minutes from the end of the current Telephone and Remote Support coverage (“Call Response Time”). Prior to contacting Philips, Customer shall perform any problem determination procedures, diagnostic activities and actions detailed by Philips in the Documentation or other customer communications.
  2. Philips includes Philips’ proprietary remote management service (“RMS”) which, when configured and enabled, allows Philips to remotely monitor, diagnose and resolve a variety of software issues, and remotely install Updates, through a secure, encrypted internet connection or a secure remote service access (“SRSA”) virtual private network (“VPN”) connection. As a condition of Philips performing services described herein, Customer shall permit Philips to use its remote access tools as its first call response method for software service requests.
  3. Philips will provide Customer with Customer-requested IP address changes, native DICOM connections, technical Training (as described in Schedule B) and other non-warranty support and services upon request at Philips’ then published rates.
2. Philips shall have no obligation or liability for Software Services problems attributable to any of the following and Customer shall pay Philips, at Philips’ then-current rates, for any time Philips spends diagnosing or correcting issues caused by any of the following:
  1. Modifications, additions or attachments to the Operating Environment, or Software Services, unless such modifications are performed by, and at the request of, Philips and such additions and attachments are purchased from, or specified by, Philips;
  2. Customer’s failure to
    1. follow the Documentation;
    2. perform, or permit Philips, to perform routine maintenance;
    3. adhere to the Operating Environment; or
    4. adhere to site preparation and environmental specifications;
  3. Misuse, abuse, accident, vandalism, viruses or any other malicious or negligent act or omission by a party that is not under the direct control of Philips;
  4. Environmental conditions, moisture or water, excessive radiation, improper servicing or fire;
  5. Electrical problems caused by power surges, lightning or Customer’s wiring or electrical supply;
  6. Network issues, problems caused by Customer’s other vendors, or issues related to or caused by non-Philips’ equipment, hardware or software.
  7. The Philips customer support center will provide connectivity testing from Philips PACS system to the customer supplied network; any network connectivity issue beyond the Philips managed system will require customer network engineering support.
Hardware Support Coverage
1. If Server Hardware is purchased from Philips and Customer elects to purchase maintenance and support from Philips, Philips or Philips designated third parties, will provide hardware support services during standard coverage hours, Monday through Friday, 8:00 AM to 5:00 PM local time, excluding Philips recognized holidays. Hardware support coverage provides Customer’s technical or biomed support organization with clinical and technical phone support, troubleshooting, parts or repairs as follows:
2. Support Parts. If included in the Agreement, then Philips will provide the technical and clinical phone support as well as parts for corrective services for Covered System hardware covered under this Schedule. Unless otherwise specified, parts will be shipped via priority delivery.
3. Onsite. Philips or Philips designated Original Equipment Manufacturer (OEM) Service representatives, or third parties will provide the parts, labor and travel for corrective Services for Hardware covered in the Service Agreement Monday through Friday, 8:00 AM to 5:00 PM local time.

Schedule 21-B
Additional Terms and Conditions for Clinical and Technical Education Training (Rev 26.1)

Training Coverage
1. Philips will provide the clinical and technical education and product applications training (“Training”) that Customer has selected from the Philips’ course catalog(s) (“Course Catalog(s)”).
Exclusions
1. Training does not include (a) maintenance or diagnostic related technical training or (b) clinical applications training on hardware or software not installed or provided by Philips.
Scheduling
1. Training must be scheduled at least eight (8) weeks in advance except for on-line training. Changes to scheduled Training must be received in writing by Philips at least two (2) weeks prior to scheduled delivery.
Attendance
1. Philips will train the number of Customer employees (“Trainee(s)”) for the course specified in the Quotation, when space is available. Trainee(s) must meet the minimum admission requirements set forth in the course syllabus, must satisfy all prerequisites prior to admission, and may be required to sign or acknowledge Philips’s safety checklist prior to receiving Training.
Course Location
1. Training may be conducted at Philips’ training facilities, Customer location(s) described in this Agreement (“Site(s)”), through on-line or remote training, or at a third-party location determined by Philips.
Payment Options
1. Education Credit. If Customer purchased education credit, the initial account balance is specified in the Quotation. As Customer requests training services, the account balance will be reduced by the days for the requested course per attendee. If the account balance is exhausted, Customer may add funds/days to the balance account, or request and pays training service at Philips’ then-current published list price for the training. The Customer is only entitled to use the days which Customer has accumulated overtime. The education credit expires in the end of the calendar year or as indicated in the Quotation, or in case of termination of this Agreement, and no credit for any remaining account balance is carried forward or eligible for refund.
2. Direct Course Purchase. Customer may purchase individual courses at Philips’ then current published prices.
Travel
1. Philips’ travel expenses for all Training delivered at Customer Site are included in the price described in the applicable Course Catalog(s). Unless otherwise indicated in the Course Catalog(s), all travel and living expenses incurred by the Trainee(s) are Customer’s responsibility.
WARRANTY DISCLAIMER
1. PHILIPS MAKES NO WARRANTY THAT ANY TRAINEE WILL PASS ALL OR ANY PORTION OF THE TRAINING COURSES PROVIDED OR THAT THE TRAINING WILL RESULT IN ANY TRAINEE BEING QUALIFIED OR ABLE TO OPERATE THE SYSTEM.

Schedule 22
4DMedical Applications Product Specific Schedule (Rev 26.1)

Application of Terms and Conditions of Sale
1. This 4DMedical Applications Product Specific Schedule (“Schedule”) is subject to and incorporated into the Conditions of Sale. Without limiting the applicability of Section 13.14 (Product Specific Terms) therein, the following sections of the Conditions of Sale do not apply to this Schedule: 1.6 (Philips Security Interest Until Full Payment), 2 (Lease and Trade-In), and 4.1 through 4.3 (Product Warranty).
Definitions
1. “Agreement” means this Schedule and its Exhibit(s), together with the Quotation and the Conditions of Sale.
2. “Authorized User” means a User authorized to use Subscription Service on a licensed device and/or unit(s) of sale as described in the Quotation, as specified on the Quotation.
3. “Customer Content” means data and information input by Customer into the Subscription Service or otherwise processed by Customer using the Subscription Service (other than Philips’ propriety or confidential information).
4. “Deliverables” means materials, work products, and documentation provided and/or delivered as part of the Professional Services.
5. “Documentation” means the Instructions for Use (IFU) for the Subscription Service provided by Philips as may be updated from time to time by Philips as well as any other written instructions provided by Philips to Customer.
6. “Go-Live” means Subscription Service is ready for Customer’s use, defined as the first of either of the following to occur: 1) Philips first providing Customer with access to Philips’ standard instance of the Subscription Service, as evidenced by Customer’s signature of Philips’ Customer Acceptance Form or 2) Customer’s making productive use of the Subscription Service.
7. “Maintenance” means the tracing or repairing of defects of the Subscription Service through Updates and Upgrades made available from time to time, at the discretion of Philips, according to the Service Level Agreement.
8. “Order Effective Date” means the date the Quotation is accepted by Customer, as evidenced by the signature of Customer’s authorized representative on such Quotation.
9. “Order Term” means the period of time, specified on the Quotation and commencing at Go-Live, during which Customer will have access the Subscription Service(s) as described on the Quotation.
10. “Professional Services” means the services ordered by Customer and provided by or on behalf of Philips pursuant to this Schedule, including but not limited to installation, implementation, verification and training, excluding the provision of any Technical Support Services or Maintenance with respect to the Subscription Service or Software.
11. “Quotation” means the quotation offered by Philips and accepted by Customer that describes, among other things, the Services, term, number of licensed devices and/or unit of sale as described in the Quotation, and fees.
12. “Service Level Agreement” means Philips’ Service Level Agreement for Subscription Service as of the Order Effective Date, which is attached as an Exhibit to this Schedule. Philips reserves the right to publish revisions to the Service Level Agreement from time to time.
13. “Services” means, collectively, the Subscription Service and any Professional Services.
14. “Statement of Work” or “SOW” means the statement of work made pursuant to and a part of this Agreement, describing the implementation specifications, project plans, or other technical instructions, as applicable and agreed by the parties in writing prior to Philips’ commencement of the Services.
15. “Subscription Service” means the application hosted and provided by Philips to Customer on a SaaS basis, including Maintenance and Technical Support Services, as well as software components hosted on Customer’s premises as part of Subscription Service: all as described in the Documentation and as specified in the Quotation and Service Level Agreement.
16. “Technical Support Services” means the technical support services provided by Philips for the Subscription Service according to Service Level Agreement.
17. “Third-Party Products and Services” means any hardware, software, peripherals, network, content protected by copyrights, or other equipment or services, other than the Subscription Service or Customer Content, that: a) Customer has acquired or may acquire the right to use from a party other than Philips (irrespective of whether it is delivered by Philips), or b) for which Philips is not the original equipment manufacturer.
18. “Third-Party Terms” means different or additional terms and conditions governing Customer’s use of Third-Party Products and Services as may be supplied directly to Customer by the original equipment manufacturer for such Third-Party Products and Services passed through to Customer by Philips.
19. “Updates” means ﬁxes or corrections for bugs, provided to enable the Subscription Service to substantially perform in accordance with its Documentation which is typically designated by a change in the third number in the series (always can be found to the right of the decimal point). Updates do not include new products, modules or extensions for which Philips elects to charge separately.
20. “Upgrades” means a new version or release of the Subscription Service, that contains new features and enhancements to functionality and may include a change to the platform. A new version and release, under this deﬁnition, are typically designated by a change in the ﬁrst or second number in the series (which can always be found to the left of the decimal point). Notwithstanding the foregoing, Upgrades do not include new products, platform, modules or extensions for which Philips elects to charge separately; provided however, such Upgrades have a substantial change from the previous major version with respect to product feature(s) or underlying technology. New optional conﬁguration of the Subscription Service may be available for additional subscription fees and shall not include changes with a version change in the ﬁrst or second number in the series.
21. “User(s)” means any person who is authorized by Customer to use and access the Subscription Service solely for Customer’s benefit, in accordance with this Schedule and has been supplied user identification and password by Customer (or by Philips at Customer’s request if Philips has so agreed in writing). Customer is solely responsible to ensure that only authorized users having the legal right to access data for the lawful beneﬁt of Customer use the Subscription Service enabled via Customer’s IT system.
Subscription Service Access
1. Subject to the terms and conditions of the Agreement, including (without limitation) full and timely payment of fees and Customer’s compliance with this Schedule, Philips will, during the Order Term, make the Subscription Service available to Customer for Customer’s own internal operations.
2. Subscription Service fees are not contingent on Philips’ or Customer’s configuration of the Subscription Service, or Customer data acquisition.
3. The Subscription Service may not be used in conjunction with more than the maximum number of scans included in the bundle and/or tier of scans as stated on the Quotation. Additional scans may be added as part of a new tier and/or bundle for the Order Term at Philips’ then-current rates.
4. Customer will use the Subscription Service solely as contemplated by this Schedule. Furthermore, Customer will not:
  1. use the Subscription Service in a manner inconsistent with the Documentation;
  2. sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Subscription Service available to any third party, other than to Users;
  3. access the Subscription Service in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Subscription Service; or
  4. exceed the licensed use of the Subscription Service as described in the Quotation.
5. Updates and Upgrades are made generally available to Customer during the Order Term, subject to any limitations set forth in the applicable Quotation and this Agreement.
Deployment
1. The Subscription Service will be delivered and deployed by Philips or by a subcontractor named by Philips, as specified on the Quotation or SOW.
2. Customer is responsible for cooperating and performing its deployment responsibilities identified in the applicable SOW without delay.
3. Customer will maintain adequate internet connection bandwidth in compliance with the Documentation.
4. The parties understand that there may be instances where a performance obligation of Philips or Customer is dependent on a precedent performance obligation of the other party. In the event the other party does not perform its precedent performance obligation as of the scheduled date or in accordance with the specifications for such precedent performance obligation, such that the non-delaying party does not have adequate or sufficient time to fulfill its obligations in a commercially reasonable manner and stay within the agreed-upon schedule, the non-delaying party will be entitled to take a reasonably necessary amount of time to complete its performance obligation not less than the length of the delay engendered by the delaying party.
5. Philips may subcontract to contractors of Philips’ choice any of its obligations to Customer or other activities performed by Philips under this Schedule. No such subcontract will release Philips from its obligations to Customer set forth herein.
Service Fees
1. Unless otherwise specified in the Quotation, Philips will invoice Customer, and Customer will pay such invoice within 30 days of the invoice date.
2. Unless otherwise set forth in the Quotation, Subscription Service fees will be invoiced by Philips upon Go-Live, and then every 12 months from the start of the Order Term.
3. In the event Customer has exceeded its use of the Subscription Service beyond the maximum number of scans included in the bundle and/or tier of scans identified on the Quotation, Philips will invoice, and Customer will pay, Philips’ then-current Fees for such additional usage.
4. Subscription Service Fees are not decreased based on actual usage. The Order Term is non-cancelable.
5. Subscription Service fees may be increased by Philips annually by the greater of (i) 5% per year or (ii) the most recently published 12-month percent change in the United States consumer price index for medical care services (CPI-MCS) as of the annual anniversary of Go-Live.
Customer Responsibilities
1. Customer is responsible for Customer’s own infrastructure necessary to access the Subscription Service, including (but not limited to) (network) connectivity, as well as maintenance for the same. Customer must employ industry-standard virus protection software and security protection for Customer’s infrastructure used to access Subscription Service.
2. Customer will provide full and timely cooperation with Philips’ Technical Support Services resources.
3. Customer is responsible for all activities that occur in User accounts and for Users’ compliance with this Schedule. Customer will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content in the Subscription Service; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Service, and notify Philips promptly of any such unauthorized access or use and promptly furnish full details of such use or access, and cooperate fully with Philips in any litigation against third parties deemed necessary by Philips to protect Philips’ proprietary and contractual rights; and (c) ensure the proper configuring, programming, updating, and operating of Customer’s hardware, software, websites, content, and telephone and internet connections to allow access to and use of the Subscription Service.
4. Customer agrees to comply with any and all Third-Party Terms as they are disclosed to Customer in writing in connection with Customer’s use of Third-Party Products and Services.
Warranty
1. Philips warrants that the Subscription Service will perform materially in accordance with the Documentation during the Order Term.
2. In case of a warranty claim, Customer must promptly notify Philips in writing. Upon receipt of such notice, Philips will use commercially reasonable efforts to repair or modify the Subscription Service to make it perform in accordance with the Documentation. All corrections will be made in accordance with the applicable Service Level Agreement. Philips does not represent or warrant that all errors can be corrected. If, after using commercially reasonable efforts for a period not less than 30 days, Philips is unable to replace or repair the Subscription Service, Customer may terminate this Schedule without liability upon written notice to Philips. The foregoing are Customer’s sole and exclusive remedies for breach of this warranty.
3. This warranty is subject to the provisions of Sections through 4.7 through 4.9 of the Conditions of Sale.
Maintenance and Technical Support Services
1. Maintenance and Technical Support Services will be provided by Philips to Customer as part of the Subscription Service during the Order Term in accordance with the applicable Service Level Agreement.
2. Philips is not obligated to provide any technical support services for Third-Party Products and Services, including (without limitation) Customer’s networks or installation of networks.
Obsolescence
1. Customer acknowledges and agrees that the Subscription Service functionality, features, specifications, and Documentation are subject to change by Philips at any time, provided that Philips will not materially degrade the functionality or security of the Subscription Service and will provide reasonable advanced notice of any substantial changes.
2. Philips may determine that the Subscription Service is obsolete or will otherwise be discontinued and that no version will be maintained or supported. Accordingly, Philips may no longer provide the Subscription Service or Maintenance or Technical Support Services for the same. In such event Philips may, with 180 days’ prior notice, terminate the Agreement, and provide Customer with a refund of any pre-payments for periods of Subscription Service not yet rendered.
Term and Termination
1. Order Term. The Agreement will take effect upon the Order Effective Date. The Order Term is set forth on the Quotation and commences upon Go-Live.
2. Either party may terminate an Order Term upon a material breach of this Agreement by the other party if such breach is not cured within 30 days after receipt of written notice specifying the breach. Termination or expiration of the Order Term will result in termination of this Schedule.
3. Termination of the Schedule for any reason will not constitute a termination of any other orders, or schedules made under the Conditions of Sale that are not subject to this Schedule, and will not relieve Customer of any of its obligations incurred prior to such termination including, but not limited to, payment of all outstanding invoices for Subscription Service performed until the effective date of such termination and will not impair any of Philips’ rights which have accrued prior to such date. In the event of termination due to Customer’s breach: a) all fees for the remaining period of the Order Term will immediately become due and payable, and b) Philips’ obligations under this Schedule will cease.
4. Upon termination or expiration of this Schedule or the Order Term, for any reason, Customer will immediately cease accessing the Subscription Service and – upon Philips first request – return, delete or allow Philips to retrieve the software component of the Subscription Service hosted on Customer's site.
5. For a period of 30 days after the effective date of termination or expiration, Philips will make available to Customer for download Customer Content stored in the Subscription Service. After such 30-day period, Philips will have no obligation to maintain or provide any Customer Content and will have the right, unless legally prohibited, to delete all such Customer Content in its systems or otherwise in its possession or under its control.
6. In addition to any of its other rights or remedies Philips may, at its discretion, suspend the Subscription Service or Professional Service, where Customer has failed to perform any obligation under this Schedule where such breach is irremediable or, if the breach is remediable, fails to remedy such breach within 30 days after being notified in writing to do so. Philips will not exercise this remedy without prior written notice to Customer, unless such prior written notice is not reasonably possible, for instance, as necessary to ensure security of the Subscription Service.
Professional Services Terms
1. Recommendations Only. The Professional Services may include advice and recommendations. Such Services are advisory in nature, and Customer is responsible for evaluating such advice and considering all relevant factors and will be solely responsible for the decision to implement such advice and any and all outcomes.
2. Timelines and Labor Hours. Unless expressly agreed upon between the parties in writing, any hours and dates described in the Quotation and/or SOW, including (without limitation) with regard to milestones and Deliverables, are estimates only and are solely intended for Philips’ budgeting purposes and resource-scheduling purposes. Philips exceeding an estimate does not constitute a breach by Philips.
3. Fees, Expenses, and Payment.
  1. For each and every Deliverable as included in the Quotation with a specific price associated with it, the following will apply: (i) each such Deliverable will be deemed to be a standalone item, (ii) Philips may invoice for each item as it is delivered, and (iii) Customer will pay for each item as it is invoiced.
  2. Unless expressly stated otherwise in the Quotation, in addition to the Fees, Customer will reimburse Philips for all expenses actually incurred by Philips in performing the Professional Services, including travel, lodging, meals, transportation, and other customary out-of-pocket expenses. At Customer’s request, Philips will furnish reasonable documentation supporting all such expenses.
  3. Unless a Quotation explicitly sets forth the Deliverable to be provided on a fixed fee basis, Professional Services are Quoted on an hourly basis, and any totals listed are estimates of the total required for the Deliverable/Professional Services, Customer will be invoiced on the actual hours spent performing the Professional Services. Such invoice may exceed the total estimated hours listed in the Quotation. If Philips foresees that the estimated number of hours will be exceeded, it will use commercially reasonable efforts to inform Customer thereof.
  4. Customer will be charged for Professional Services Fees and other Fees as a result of a change associated with Upgrades, as detailed in the Quotation.
4. Customer’s Responsibilities. Philips’ responsibility to provide the Professional Services, meet the milestones (if any), and provide Deliverables is contingent on Customer meeting its responsibilities in a timely and appropriate fashion, free of charge. If Customer fails to meet such responsibilities, it may result in an increase in the Fees, or in delays or extensions of the agreed milestones or Deliverables. Customer will provide:
  1. access to Customer’s employees, representatives, or agents required to accomplish the objectives described in the Agreement;
  2. access to relevant information and materials (written and electronic) as needed to accomplish the objectives described in the Agreement;
  3. prompt written notification to Philips if Customer knows that earlier-provided information or materials are incorrect or have changed in such a way that any inaccuracy or change may impact Philips’ delivery of the Professional Services in any way;
  4. written information to Philips identifying all healthcare and other regulatory and quality requirements applicable to the Professional Services, and Customer will obtain all required approvals of the relevant governmental or regulatory bodies to permit Philips to perform the Professional Services for Customer;
  5. Philips personnel with adequate safety and other training and familiarize them with local procedures and rules of Customer;
  6. written feedback promptly upon Philips’ request; and
  7. Philips with a Customer representative, in writing, who will be responsible for providing the items described in this Section 11.4 and any other information, materials, or feedback requested by Philips in connection with the Professional Services.

Schedule 22-A

Service Level Agreement

4DMedical Applications

Service Level Agreement
1. This is the Service Level Agreement describing the Maintenance and Technical Support Services provided as part of the Subscription Service. Philips reserves the right to change, update, or modify this Service Level Agreement from time to time upon publication to Customer. This Service Level Agreement (“SLA”) is part of, and subject to the Agreement as defined in the 4DMedical Applications Product Specific Schedule.
Definitions, Terms and Abbreviations
1. The terms that start with an uppercase letter have the meaning assigned to them in this SLA. Terms that start with an uppercase letter and are used in this SLA, but are not defined therein, have the meaning assigned to them in the Agreement.

Customer Provided Infrastructure	The hardware and the virtual environment (VE) provided by Customer on which the Subscription Service runs, including On Premises Software.
External Downtime	Unplanned downtime not resulting from Philips or its licensor-controlled software or services (i.e., downtime caused by Customer or 3rd-party issue that is not directly part of Philips and its licensor’s service).
Maintenance Window	The agreed periods during which Scheduled Downtime takes place to perform maintenance, Updates and Upgrades for the Subscription Service on the Production Environment.
Modification	A supplement, change or deletion in the Subscription Service.
On Premises Software	The software component of the Subscription Service provided by 4DMedical on behalf of Philips that will be installed on Customer-Provided Infrastructure.
Priority	The relative evaluation of a Ticket's priority with respect to other Tickets.
Production Environment	The cloud‑based environment or on-premises environment, where all processing and storage for the Subscription Service takes place. This environment is dedicated to production use and does not include any test or acceptance systems.
Response Time	The time period between when a Ticket is submitted and when Philips, or its licensor, shares the first feedback on the Ticket’s status and assigns Priority with Customer.
Scheduled Downtime	The time that the Subscription Service is unavailable due to scheduled maintenance.
Service Outage	Any event that renders the Subscription Service unavailable to Customer other than (i) Scheduled Downtime or (ii) External Downtime.
Subscription Service Guide	The instructions for use and/or technical documents regarding the Subscription Service.
Support Desk	The point of contact with Philips or it’s licensor 4DMedical, for providing support on the Subscription Service to Customer (Customer Service Center)
Support System	The information system in which Customer support requests are registered.
Ticket	A support request submitted by Customer to the Support Desk in the Support System, including issues, requests, questions or other notifications regarding the Subscription Service.
Working Day/Hours	The Support Desk is available 8 AM to 6 PM CST; Monday through Friday, excluding holidays.
Workaround	A method indicated by Philips, or it’s licensor, to avoid the consequences of an issue as far as possible, without the need for a new update to the Subscription Service, which enables Customers to use the Subscription Service uninterrupted as much as possible.

Service Overview

Below is a table summarizing the different services offered by Philips or its licensor, 4DMedical. What Customer is entitled to is indicated on the Quotation as agreed by Philips and Customer.

Service Overview (Table 1)

Section	Service
1	Installation/Configuration and Onboarding
2	Technical Support
3	Support Response times
4	Error Workaround and Resolution
5	Subscription Service Updates (during Maintenance Window)

Customer is responsible for providing, securing, and maintaining Customer Provided Infrastructure, including the required virtual machine (VM) hardware and associated infrastructure necessary for the Subscription Service deployment. This includes purchasing the virtual environment and ensuring all security aspects are properly maintained. Philips and its licensor, 4DMedical, are responsible for maintaining and supporting the On Premises Software installed on that environment.

Installation/Configuration and Onboarding
1. The installation of the Subscription Service will be performed by authorized 4DMedical personnel. The installation will be on a Customer Provided Infrastructure as specified by the Subscription Service Guide. Typical steps will include:
  1. Deploy the On-Premise Software.
  2. Configure Cloud Subscription Service.
  3. On-Board Users.
  4. Connectivity Configuration.
  5. Verification of Data.
  6. Verification of Data Send/Storage/Access.
  7. Go Live.
Technical Support
1. Customer is responsible for Customer Provided Infrastructure and its Users. After completing appropriate internal checks, Customer’s IT team may escalate unresolved issues to Philips.
2. The Subscription Service Guide will contain detailed specifications and requirements necessary for the virtual machine host and the Subscription Service. Customer will ensure that Customer Provided Infrastructure meets the requirements and specifications in the Subscription Service Guide.
3. Philips and its licensor 4DMedical are not responsible for External Downtime. Philips’ licensor 4DMedical™ provides second- and third-line support on the Subscription Service for Service Outages. A Support Desk has been set up for this purpose. The Support Desk assists by providing advice or registering and resolving Tickets with respect to the Subscription Service.
4. Customers can contact the Support Desk through the Informatics Customer Service Portal, by phone, or by email. Support is available during Working Days/Hours.
5. When contacted, the Support Desk will create a case in the Philips ServiceNow (SNOW) system, capturing all relevant details to maintain a visible and traceable record. After performing initial validation, Philips will forward the case to its licensor 4DMedical for second‑ and third‑line support. Any updates from 4DMedical will be communicated directly to Customer as well as recorded back into SNOW to ensure that progress remains visible to Customer.
Support Response Times
1. The applicable Response Times are described in the table below:

Support Response Times (Table 2)

Classification		Response
Severity 1*		Within 2 business hours
Severity 2*		Within 6 business hours
Severity 3		Within 5 business days
Severity Levels Classification Description
Severity 1:	“Critical Business Impact” The impact of the deficiency reported in the Support Request is such that a User is unable either to use the Application or reasonably continue work using the Application.
Severity 2:	“Significant Business Impact” Important features of an application are not working properly, and there are no acceptable alternative solutions. While other areas of the Application may not be impacted, the deficiency reported in the Support Request has created a significant, negative impact on a User’s productivity or service level.
Severity 3:	“Some Business Impact/Minimal User Impact” Important features of an application are unavailable, but an alternative solution is available, or non-essential features of the Application are unavailable with no alternative solution. The User impact, regardless of product usage, is minimal loss of operational functionality or implementation resources.

Error Workaround
1. The commitments for workaround of errors are as specified in Table 2, provided (i) Customer provides Philips or its licensor with remote access to the Subscription Service software and Customer Provided Infrastructure, unless otherwise agreed by Philips or its licensor, and (ii) Customer provides all reasonable assistance, including but not limited to Customer’s information technology department assistance with error investigation and workaround, and ensuring the reasonable assistance of Customer’s subcontractors or other 3^rd party technology providers required for error investigation and Workaround.

Workaround Classification (Table 3)

Classification	Workaround
Severity 1	Within 24 hours of the Ticket creation
Severity 2	Within 48 hours of the Ticket creation
Severity 3	Not applicable

Subscription Service Updates (during Maintenance Window)
1. Philips’ licensor 4DMedical™ carries out certain Updates of the Subscription Service during the Maintenance Window. Philips and its licensor are not responsible for any updates to Customer Provided Infrastructure and Third-Party Products and Services.

Schedule 23

IntelliSpace Cardiovascular Workspace (Rev 26.1)

Product Category	Products
Enterprise Informatics (EI)	IntelliSpace Cardiovascular Workspace

Application of Terms and Conditions of Sale
1. This IntelliSpace Cardiovascular Subscription Product Specific Schedule (“Schedule”) is subject to and incorporated into the Conditions of Sale. Without limiting the applicability of Section 13.14 (Product Specific Terms) of the Conditions of Sale, the following sections of the Conditions of Sale do not apply to this Schedule: 1.6 (Philips Security Interest Until Full Payment), 2 (Lease and Trade-In), and 4.1 through 4.5 (Product Warranty).
Definitions
1. “Agreement” means this Schedule, together with the Quotation and the Conditions of Sale.
2. “Customer Content” means data and information input by Customer into the Subscription Service or otherwise processed by Customer using the Subscription Service (other than Philips’ propriety or confidential information).
3. “Data Egress” is defined as data that is extracted from the cloud (e.g. viewing a study/image that exists in the cloud from a workstation).
4. “Deliverables” means materials, work products, and documentation provided and/or delivered as part of the Professional Services.
5. “Documentation” means the Instructions for Use (IFU) for the Subscription Service provided by Philips as may be updated from time to time by Philips as well as any other written instructions provided by Philips to Customer.
6. “Go-Live” means Subscription Service is ready for Customer’s use, defined as the first of either of the following to occur: 1) Philips first providing Customer with access to Philips’ standard instance of the Subscription Service, as evidenced by Customer’s signature of Philips’ Customer Acceptance Form or 2) Customer’s productive use of the Subscription Service.
7. “Maintenance” means the tracing or repairing of defects of the Subscription Service through Updates and Upgrades made available from time to time, at the discretion of Philips, according to the Service Level Agreement.
8. “Order Effective Date” means the date the Quotation is accepted by Customer, as evidenced by the signature of Customer’s authorized representative on such Quotation.
9. “Order Term” means the period of time, specified on the Quotation and commencing at Go-Live, during which Customer will have access to the Subscription Service(s) as described on the Quotation.
10. “Professional Services” means the services ordered by Customer and provided by Philips pursuant to this Schedule, including but not limited to installation, implementation, and training, excluding the provision of any Technical Support Services or Maintenance with respect to the Subscription Service or Software. Professional Services shall not include migration of Customer’s data, unless specifically mentioned in the SOW.
11. “Quotation” means the quotation offered by Philips and accepted by Customer that describes, among other things, the Services, Order Term, volume of Studies, and fees.
12. “Renewal Term” means each renewal or extension of an Order Term.
13. “Service Level Agreement” means Philips’ Service Level Agreement for Subscription Service as of the Order Effective Date, which is attached to this Schedule. Philips reserves the right to publish revisions to the Service Level Agreement from time to time.
14. “Services” means, collectively, the Subscription Service and any Professional Services.
15. “Statement of Work” or “SOW” means the statement of work made pursuant to and a part of this Agreement, describing the implementation specifications, project plans, or other technical instructions, as applicable and agreed by the parties in writing prior to Philips’ commencement of the Services.
16. “Study” means a collection of one or more medical images and other clinical data generated for a single patient from a single modality as a single Digital Imaging and Communications in Medicine study unique identifier (DICOM SUID, WAV files or videos) and transformed into a flexible hierarchical representation using the Services.
17. “Subscription Service” means the cloud-based application hosted and provided by Philips to Customer on a SaaS basis, including Maintenance and Technical Support Services, all as described in the Documentation and as specified in the Quotation and Service Level Agreement.
18. “Technical Support Services” means the technical support services provided by Philips for the Subscription Service according to Philips’ current published policy for Technical Support Services, as updated by Philips from time to time. Philips’ current Technical Support Services policy is part of the Service Level Agreement.
19. “Third-Party Products and Services” means any hardware, software, peripherals, network, content protected by copyrights, or other equipment or services, other than the Subscription Service or Customer Content, that: a) Customer has acquired or may acquire the right to use from a party other than Philips (irrespective of whether it is delivered by Philips), or b) for which Philips is not the original equipment manufacturer.
20. “Third-Party Terms” means different or additional terms and conditions governing Customer’s use of Third-Party Products and Services as may be supplied directly to Customer by the original equipment manufacturer for such Third-Party Products and Services passed through to Customer by Philips.
21. “Update” means a minor release (from .x to .y), including bug fixes or limited enhancements, that is made generally available by Philips to all Subscription Service Customers entitled to the same Subscription Service configuration as Customer.
22. “Upgrade” means a major release (from x. to y.) of the Subscription Service that may offer substantial enhancements to Customer’s purchased configuration of the Subscription Service and that is made generally available by Philips to all Subscription Service Customers entitled to the same Subscription Service configuration as Customer.
23. “User(s)” means any person who is authorized by Customer to use and access the Subscription Service solely for Customer’s benefit, in accordance with this Schedule and has been supplied user identification and password by Customer.
Subscription Service Access
1. Subject to the terms and conditions of this Schedule, including (without limitation) full and timely payment of fees and Customer’s compliance with this Schedule Philips will, during the Order Term, make the Subscription Service available to Customer for Customer’s own internal operations.
2. Subscription Service fees are not contingent on Philips’ or Customer’s configuration of the Subscription Service, or Customer data acquisition.
3. The Subscription Service may not be used in conjunction with more than the volume of Studies stated on the Quotation. Additional Study volumes may be added for the Order Term at Philips’ then-current rates.
4. Customer will use the Subscription Service solely as contemplated by this Schedule. Furthermore, Customer will not:
  1. use the Subscription Service in a manner inconsistent with the Documentation;
  2. sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Subscription Service available to any third party, other than to Users;
  3. access the Subscription Service in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Subscription Service; or
  4. exceed the licensed use of the Subscription Service as described in the Quotation.
Deployment
1. The Subscription Service will be delivered and deployed by Philips or by a subcontractor named by Philips, as specified on the Quotation or SOW.
2. Customer is responsible for cooperating and performing its deployment responsibilities identified in the applicable SOW without delay.
3. Customer will be solely responsible for securing and maintaining adequate internet connection bandwidth in compliance with the Documentation.
4. Transitive trust. To enable the Subscription Service, parties will agree (through the SOW) the set-up and implementation of a one- or two-way transitive trust between the hospital domain and the Subscription Service Managed Service.
5. The parties understand that certain performance obligations may depend on the prior completion of obligations by the other party. If one party fails to perform its required obligations by the scheduled date or as specified, and this causes a delay, the non-delaying party will be entitled to a reasonable extension equal to the length of the delay caused by the other party.
6. Philips may subcontract to contractors of Philips’ choice any of its obligations to Customer or other activities performed by Philips under this Schedule. No such subcontract will release Philips from its obligations to Customer set forth herein.
Service Fees
1. Unless otherwise specified in the Quotation, Philips will invoice Customer, and Customer will pay such invoice within 30 days of Philips’ invoice date.
2. Unless otherwise set forth in the Quotation, Subscription Service fees will be invoiced by Philips monthly upon Go-Live.
3. In the event Customer has exceeded its use of the Subscription Service beyond the maximum volume threshold of Studies identified on the Quotation, Philips will invoice, and Customer will pay, Philips’ then-current Fees for such additional volumes of Studies.
4. Subscription Service Fees are not decreased based on actual usage. The Order Term is non-cancelable.
5. Subscription Service fees may be increased by Philips annually by the greater of (i) 5% per year or (ii) the most recently published 12-month percent change in the United States consumer price index for medical care services (CPI-MCS) as of the annual anniversary of Go-Live. Fees for Renewal Terms will be in accordance with Philips’ Quotation for such Renewal Terms provided to Customer not less than 90 days prior to expiration of the current Order or Renewal Term.
6. Data Egress. A capped annual Data Egress allowance is 6 times the annual number of Studies in production. Any Data Egress volume exceeding the foregoing annual amount is charged by the cloud services provider to Philips and charged by Philips to Customer on an annual basis (“Data Egress Overage”). Data Egress Overages will be invoiced to Customer as part of the Philips cloud data metering process at the current rate of $75 per TB, which may change at the time of quoting.
Customer Responsibilities
1. Customer is responsible for Customer’s own infrastructure necessary to access the Subscription Service, including (but not limited to): (network) connectivity from the site to the hosting provider (AWS), connectivity from/to client workstations and modalities, as well as maintenance for the same. Customer must employ industry-standard virus protection software and security protection for Customer’s infrastructure used to access Subscription Service.
2. Customer will provide full and timely cooperation with Philips’ Technical Support Services resources.
3. Customer is responsible for all activities that occur in User accounts and for Users’ compliance with this Schedule. Customer will: (a) have sole responsibility for the governance, accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content in the Subscription Service; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Service, and notify Philips promptly of any such unauthorized access or use and promptly furnish full details of such use or access, and cooperate fully with Philips in any litigation against third parties deemed necessary by Philips to protect Philips’ proprietary and contractual rights; and (c) ensure the proper configuring, programming, updating, and operating of Customer’s hardware, software, websites, content, and telephone and internet connections to allow access to and use of the Subscription Service.
4. Customer agrees to comply with any and all Third-Party Terms as they are disclosed to Customer in writing in connection with Customer’s use of Third-Party Products and Services.
5. Customer will be responsible for providing and maintaining an image archive that is always accessible to/from the Subscription Service.
Warranty
1. Philips warrants that the Subscription Service will perform materially in accordance with the Documentation during the Order Term.
2. In case of a warranty claim, Customer must promptly notify Philips in writing. Upon receipt of such notice, Philips will use commercially reasonable efforts to repair or modify the Subscription Service to make it perform in accordance with the Documentation. All corrections will be made in accordance with Philips’ Subscription Service Technical Support Services Policy. Philips does not represent or warrant that all errors can be corrected. If, after using commercially reasonable efforts for a period not less than 30 days, Philips is unable to replace or repair the Subscription Service, Customer may terminate this Schedule without liability upon written notice to Philips. The foregoing are Customer’s sole and exclusive remedies for breach of this warranty.
3. This warranty is subject to the provisions of Sections through 4.6 through 4.9 of the Conditions of Sale.
Maintenance and Technical Support Services
1. Maintenance and Technical Support Services will be provided by Philips to Customer as part of the Subscription Service during the Order Term.
2. Philips is not obligated to provide any technical support services for Third-Party Products and Services, including (without limitation) Customer’s networks or installation of networks.
Obsolescence
1. Customer acknowledges and agrees that the Subscription Service functionality, features, specifications, and Documentation are subject to change by Philips at any time, provided that Philips will not materially degrade the functionality or security of the Subscription Service and will provide reasonable advanced notice of any substantial changes.
2. Philips may determine that the Subscription Service is obsolete or will otherwise be discontinued and that no version will be maintained or supported. Accordingly, Philips may no longer provide the Subscription Service or Maintenance or Technical Support Services for the same. In such an event, Philips may, with 180 days’ prior notice, terminate the Agreement and provide the Customer with a refund for any pre-payments covering periods of the Subscription Service that have not yet been provided.
Term and Termination
1. Order Term. The Agreement will take effect upon the Order Effective Date. The Order Term is set forth on the Quotation and commences upon Go-Live. Unless otherwise set forth on the Quotation, the Order Term (and each Renewal Term) will renew automatically for a Renewal Term of one year at the Fees provided in Philips renewal Quotation, provided that Customer may opt not to renew an Order Term for any reason with 60 days’ written notice prior to the renewal date, and Philips may opt not to renew for any reason with one hundred 180 days’ notice prior to the renewal date.
2. Either party may terminate an Order Term upon a material breach of this Agreement by the other party if such material breach is not cured within 30 days after receipt of written notice specifying the breach. Termination or expiration of the Order Term will also terminate this Schedule.
3. Termination of the Schedule under Section 10.2 will not constitute a termination of any other orders, or schedules made under the Conditions of Sale that are not subject to this Schedule, and will not relieve Customer of any of its obligations incurred prior to such termination including, but not limited to, payment of all outstanding invoices for Subscription Service performed until the effective date of such termination and will not impair any of Philips’ rights which have accrued prior to such date. In the event of termination due to Customer’s breach: a) all fees for the remaining period of the Order Term will immediately become due and payable, and b) Philips’ obligations under this Schedule will cease. Upon termination or expiration of this Schedule or the Order Term, for any reason, Philips will terminate access to the Subscription Service.
4. For a period of 90 days after the effective date of termination or expiration, Philips will make available to Customer for download Customer Content stored in the Subscription Service. After such 90-day period, Philips will have no obligation to maintain or provide any Customer Content and will have the right, unless legally prohibited, to delete all such Customer Content in its systems or otherwise in its possession or under its control.
5. Notwithstanding Philips’ obligation to retain Customer Content in accordance with the terms of this Schedule, all legal obligations and liabilities regarding the retention of patient medical records and other data remain Customer’s sole responsibility. In addition, Customer is solely responsible for developing its own records retention policy and for determining the speciﬁc retention periods required under local, state and federal laws. Destruction/disposal of protected health information will be carried out, solely by Philips, in accordance with federal and state laws deﬁned in Philips’ data retention policy. The schedule for destruction/disposal shall be tolled for records involved in any open investigation, audit, or litigation.
6. In addition to any of its other rights or remedies Philips may, at its discretion, suspend the Subscription Service or Professional Services, where Customer has failed to perform any obligation under this Schedule where such breach is irremediable or, if the breach is remediable, fails to remedy such breach within 30 days after being notified in writing to do so. Philips will not exercise this remedy without prior written notice to Customer, unless such prior written notice is not reasonably possible, for instance, as necessary to ensure security of the Subscription Service.
Professional Services Terms
1. Recommendations Only. The Professional Services may include advice and recommendations, such Services are advisory in nature, Customer is responsible for evaluating such advice and considering all relevant factors and will be solely responsible for the decision to implement such advice and any and all outcomes.
2. Timelines and Labor Hours. Unless expressly agreed upon between the parties in writing, any hours and dates described in the Quotation and/or SOW, including (without limitation) with regard to milestones and Deliverables, are estimates only and are solely intended for Philips’ budgeting purposes and resource-scheduling purposes. Philips exceeding an estimate does not constitute a breach by Philips.
3. Fees, Expenses, and Payment.
  1. If the Quotation includes more than one Deliverable (for example, multiple projects) and each such Deliverable has a price associated with it, then (i) each such Deliverable will be deemed to be a standalone item, (ii) Philips may invoice for each item as it is delivered, and (iii) Customer will pay for each item as it is invoiced.
  2. Unless expressly stated otherwise in the Quotation, in addition to the Fees, Customer will reimburse Philips for all expenses actually incurred by Philips in performing the Professional Services, including travel, lodging, meals, transportation, and other customary out-of-pocket expenses. At Customer’s request, Philips will furnish reasonable documentation supporting all such expenses.
  3. Unless a Quotation explicitly sets forth the Deliverable to be provided on a fixed fee basis, Professional Services are Quoted on an hourly basis, and any totals listed are estimates of the total required for the Deliverable/Professional Services, Customer will be invoiced on the actual hours spent performing the Professional Services. Such invoice may exceed the total estimated hours listed in the Quotation. If Philips anticipates that the estimated number of hours will be exceeded, it will use commercially reasonable efforts to inform the Customer in advance.
4. License for Use. Professional Services Deliverables are provided under a nonexclusive, nontransferable license for Customer’s use in its internal operations subject to Customer’s continued compliance with the terms of this Schedule.
5. Customer’s Responsibilities. Philips’ responsibility to provide the Professional Services, meet the milestones (if any), and provide Deliverables is contingent on Customer meeting its responsibilities in a timely and appropriate fashion, free of charge. If Customer fails to meet such responsibilities, it may result in an increase in the Fees, or in delays or extensions of the agreed milestones or Deliverables. Customer will provide:
  1. access to Customer’s employees, representatives, or agents required to accomplish the objectives described in the Agreement;
  2. access to relevant information and materials (written and electronic) as needed to accomplish the objectives described in the Agreement;
  3. prompt written notification to Philips if Customer knows that earlier-provided information or materials are incorrect or have changed in such a way that any inaccuracy or change may impact Philips’ delivery of the Professional Services in any way;
  4. written information to Philips identifying all healthcare and other regulatory and quality requirements applicable to the Professional Services, and Customer will obtain all required approvals of the relevant governmental or regulatory bodies to permit Philips to perform the Professional Services for Customer;
  5. Philips personnel with adequate safety and other training and familiarize them with local procedures and rules of Customer;
  6. written feedback promptly upon Philips’ request; and
  7. Philips with a Customer representative, in writing, who will be responsible for providing the items described in this Section 11.5 and any other information, materials, or feedback requested by Philips in connection with the Professional Services.

Schedule 23-A

IntelliSpace Cardiovascular Service Level Agreement

This is the Service Level Agreement describing the Maintenance, Technical Support, and other Services provided for Philips’ IntelliSpace Cardiovascular solution (the “Subscription Service”). This Agreement is subject to the Subscription Service terms and conditions agreed between the Customer and Philips or the Philips authorized reseller making Subscription Service available to Customer (the “Agreement”).

Service Summary
1. Below is a table summarizing the Services offered by Philips as part of the Subscription Service. Optional services are indicated on the Quotation agreed by Philips and Customer.

Topic	Entitlement Description
Self-Help Resources	User Manuals
Support Channels	Customer Service Portal (ServiceNow) and Customer Support number
24x7 Telephone and Remote Support	Coverage services are available 24 hours per day, 7 days per week, including Philips recognized holidays.
Clinical Telephone and Remote Support.	Clinical support is available Monday through Friday between 8:00 AM – 5:00 PM local time, excluding Philips-recognized holidays
Availability	99.9% Subscription Service Uptime (excludes Scheduled and External Downtime)
Support Initial Response Time	Priority 1	1 hour
	Priority 2	4 Hour
	Priority 3	8 Hours
	Priority 4	5 Days
Maintenance	Upgrades and Updates (Frequency & Timing set by Philips)
Disaster recovery	Disaster Recovery Protocol and Data Backup
Reports	When a Priority 1 incident occurs (system down) a root cause analysis will be performed and made available after max. 15 working days

Definitions.
1. The terms that start with an uppercase letter have the meaning assigned to them in this SLA. Terms that start with an uppercase letter and are used in this SLA, but are not defined therein, have the meaning assigned to them in the Agreement.
  1. Business Days means Monday through Friday, excluding Holidays, unless a different working week is recognized by the Philips office located in Customer’s country.
  2. Business Hours means the hours of 8 AM to 5 PM in Customer’s time zone on a Business Day.
  3. Customer Services Portal refers to the online portal accessible to customers, where they can report issues and service requests and track the status of those issues and requests.
  4. External Downtime means all time that the Subscription Service cannot be accessed by users due to causes beyond Philips’ reasonable control including, without limitation: war, terrorism, strikes, fires, floods, governmental restrictions, power failures or surges, Customer network problems, computer viruses or third party actors that circumvent industry-standard virus protection and security measures, disruptions in the Internet or utility service, or manual shutdowns or misuse of the Subscription Service by Customer.
  5. Holidays means public holidays recognized by the Philips office(s) for Customer’s country.
  6. Monitoring means Philips’ monitoring of: 1) the Subscription Service database, and 2) the application server and performance including taking actions on risks and trends to avoid impacts to Subscription Service.
  7. Monthly Fee means the monthly recurring fees paid each month by Customer for Subscription Service.
  8. Recovery Point Objective (RPO) means the targeted length of time between data backup intervals for the purpose of maintaining data that might be lost from the service due to a major disruption.
  9. Recovery Time Objective (RTO) is the targeted length of time beginning when the Subscription Service is first down after the Customer reports a failure or disaster occurs and ending when the Subscription Service is restored to service.
  10. Reports means the following standard reporting provided by Philips at the Customer Portal for all Customers: Post-Incident Reports and trends reports.
  11. Scheduled Downtime includes all the time that the Subscription Service cannot be accessed due to scheduled maintenance including but not limited to: preventative maintenance, application of patches, Updates, Upgrades, Service Packs, scheduled reboots, and restarts. Philips will publish Scheduled Downtime for each calendar year, subject to adjustment by Philips upon one month’s prior notice; however, in the event that downtime is required to remedy a critical issue including without limitation: a reportable event to authorities, or a data privacy or security related issue, Customer must permit Scheduled Downtime within 24 hours.
  12. Security Incident means the unauthorized access or use of Customer Content.
  13. Service Pack means a modification of the software to a different (a) version as set forth in Figure 1.
  14. Unscheduled Downtime means all time that the Subscription Service cannot be accessed by all authorized users beyond the Standard Point of Demarcation due to a cause that originates within the Subscription Service.. Unscheduled Downtime does not include Scheduled Downtime or External Downtime. Measurement of Unscheduled Downtime begins when Customer first contacts Philips Customer support confirming the existence of Unscheduled Downtime. Philips Customer support will immediately issue and log a trouble ticket upon confirmation of Unscheduled Downtime. Unscheduled Downtime ends when Philips Customer support confirms and records the resumption time of the availability of the Subscription Service.
  15. Update. A modification of the existing software to a different Minor (Y) or a different Level (Z) version as set forth in Figure 1.
  16. Upgrade. A modification of the existing software to a different Major (X) version as set forth in Figure 1.

Subscription Service Software Release Classification (Figure 1)

Type of release	Number	Deployment	Description
Major release (X)	1	By request	An increment to the “Major” number (X) is required due to a release with regulatory significant new features or functions, platform or functions changes, and/or new or changed technology. It can also include changes to the intended use.
Minor release (Y)	1.YY	By request	An increment to the “Minor” number (Y) is required due to release with fixes, enhancements, new features or functions that do not impact software safety or operating efficiency.
Software level release (Z)	1.YY.ZZZZ	By request	An increment to the “Level” number (Z) is required for a release with non-regulatory significant features or function changes to bring the software back to the original specification / intended performance; and that does not impact safety or effectiveness; and where the changed software is fully compatible with the current (unchanged) software.
Service Pack (a)	1.YY.ZZZZ.aa	As necessary	An increment to the “Service Pack” number (a) is required due to corrective maintenance for Customer specific request(s) that need an immediate fix. Service Pack is for a specific Customer or a limited set of Customers. Unlike typical level updates, a service pack is urgently developed and released as soon as practicable to limit the effects of the software issue. It is often released between incremental level updates.

Subscription Service Availability.
1. Warranty Commencement. The uptime performance warranty commences 90 days after Go-Live. Calculation of uptime shall be measured monthly thereafter (“Monthly Period”). For purposes of clarification, no months that were previously included in a Monthly Period may in included in the calculation of another Monthly Period.
2. Subject to the remedies set forth in clause 2.3, Philips warrants that the Subscription Service will be available 99.9% of the time during any given calendar month. Uptime for a given calendar month is measured using the following formula:
  1. ((Total number of minutes in a Monthly Period – Minutes of Unscheduled Downtime) ÷ Total number of minutes in a Monthly Period) × 100%
Remedy. In the event Philips misses the Uptime Warranty for any given Monthly Period, Customer will be entitled to a credit towards the next Monthly Fee as specified in Figure 2. Credits are calculated as a percentage of the Monthly Fee paid by Customer for the current Monthly Period. The foregoing is Customer’s sole and exclusive remedy for any breach of the Uptime Warranty.

Monthly Availability Targets (Figure 2)

Availability Measurement	Monthly Fee Credit
Less than 99.9% but equal to or greater than 99.0%	5%
Less than 99.0% but equal to or greater than 98.0%	10%
Less than 98.0%	15%

Technical Support Services Availability and Service Level.
1. Response Times. Response times are measured from the time Customer opens a support ticket with Philips via the Customer Service Portal, until such time as Philips acknowledges to Customer in writing that it is investigating the issue and has assigned a priority level to it. For priority level 3 and 4 issues, the response will be during Business Hours.
2. Support Team. Philips maintains a support team providing 24x7 following-the-sun support for priority 1 issues.
3. Environment Access. Whenever a customer initiates a case or incident with Philips that requires Sensitive Personal Data access for resolution, Philips will request the Customer's consent to access their environment via case incident already opened with Philips via the Customer Services Portal.
4. Security Incident Communication. In the event Philips becomes aware of a Security Incident within the scope of the Subscription Service, Philips will initiate an appropriate Security Incident response plan according to Philips’ documented security incident response policy. Philips will further notify Customer without delay upon Philips’ confirmation of a Security Incident affecting Customer and will provide Customer with all reasonably requested information relating to the Security Incident.
5. Priority Levels. Philips’ response time will be according to the following Severity Levels as determined by Philips:
  1. Priority Level 1. A system is experiencing a security, privacy, or safety issue, or a severe degradation in or loss of mission capability to an extent and duration that the organization is not able to perform one or more of its primary functions.
  2. Priority Level 2. A system is experiencing degradation in mission capability to an extent and duration that the organization is able to perform its primary functions, but the effectiveness of the functions is significantly reduced.
  3. Priority Level 3. A system is experiencing degradation of non-critical functionality with operational limitations, but has no direct impact on services availability, and a workaround may be available.
  4. Priority Level 4. A system is experiencing an issue with no impact to operational functionality or where a reasonable workaround has been implemented. Through information gatherindata breg the analyst will agree upon a designated priority which may be adjusted throughout the lifecycle of the incident as urgency and impact fluctuate.
Disaster Recovery and Data Backup.
1. Disaster Recovery Protocol. The disaster recovery protocol will be activated in the event of system downtime or data loss resulting from, for instance, the accidental deletion or corruption of system tables, crash of the cloud infrastructure or a security incident. If Philips initiates the disaster recovery plan, a status of the activity will be sent periodically to the Customer. After completing the recovery of all services, integrity tests will be carried out and the Customer will be notified. Philips will monitor the efficacy of the recovery protocol until confirmation from Customer that the Subscription Service has been reestablished.
2. Data Backup and Restoration. Customer Content backup is part of the Service offered by Philips. Customer Content daily backups are available for 14 days. The backup allows Customer to recover Customer Content in case of an incident. In the event Customer Content is lost or damaged, Philips will assist Customer in restoring it from the last available backup. Philips does not guarantee or accept liability for the recoverability of Customer Content. The foregoing is Philips’ sole obligation and liability with respect to loss and recovery of Customer Content.
3. Recovery Point Objective (RPO) refers to the maximum targeted time interval between data backups, ensuring that any data lost due to a major disruption can be restored. The RPO is set at 24 hours.
4. Recovery Time Objective. The Recovery Time Objective (RTO) of the Subscription Service is based on the restoration of the application and environment. The RTO is set at 8 hours.
Monthly Maintenance Window. Normally there will be a maximum of 8 hours of Scheduled Downtime every month for preventive maintenance application of patches Updates, Upgrades, Service Packs, scheduled reboots, and restarts. This would be carried out after hours on weekends.
Updates, Upgrades, Service Packs.
1. Entitlement. Customer is entitled to Service Packs, Updates and Upgrades during the Order Term. All Service Packs, Updates and Upgrades will be deployed by Philips. Any new versions of the software will first be deployed to the Customer’s test environment. Philips will communicate with the Customer to schedule downtime if needed. The new version of software will then be moved by Philips into Customer’s production environment upon the mutual agreement of Philips and Customer, taking into account the priority and nature of any issues raised by Customer or discovered by Philips during the validation period. Downtime during version changes will vary based on the scope of the new version. The estimated downtime per version will be shared with Customers as part of the Product release notes.
2. Configuration of Updates and Upgrades. If any configuration/ parametrization/ integration or training on a version change is required, Customer may incur additional charges. In such case, Philips will first provide a Quotation for Customer’s approval. Upon Customer’s acceptance of the Quotation, Philips will then provide the Update or Upgrade. Should there be a need for a version change, Customer must contact its Philips account manager.
3. Service Packs. The Service Pack procedure is initiated in response to the creation of a fix for a problem with the Subscription Service.
4. Infrastructure patching. Patching of the cloud infrastructure will occur on a monthly basis for Customer. The timing of the regular scheduled maintenance windows for patching will be coordinated via the Philips product support team and Customer.

Standard Terms and Conditions

(Schedule 10 V1/25/2024)

The Equipment and Disposable Products listed in this Agreement is offered by Philips ("Philips") only under the terms and conditions described below (the “Standard Terms and Conditions”).

1. Prices; Taxes

The purchase price stated in this Agreement does not include applicable sales, excise, use, other taxes, or government surcharges in effect or later levied. Customer shall provide Philips with appropriate exemption certificate reasonably in advance of the date the Equipment and/or Disposable Product is available for delivery, otherwise, Philips shall invoice Customer for those taxes, as well as any government surcharges, and Customer shall pay those taxes in accordance with the terms of the invoice. Government surcharges are non-exempt under law. Customer is defined as a legal entity its affiliates and or subsidiaries who purchase Equipment and/or Disposable Products and take title of the purchased Equipment and/or Disposable Products from Philips.

2. Payment Terms

2.1. Equipment. Unless otherwise specified in the Agreement, Philips will invoice Customer, and Customer will pay such invoice for Equipment net thirty (30) days from Philips’ invoice date.

2.1.1. Philips may make partial or early shipments and Customer shall pay such invoice based on the date of invoice for Equipment in accordance with the payment terms set forth in this Agreement.
2.1.2. Orders are subject to Philips’ on-going credit review and approval.
2.1.3. If Customer fails to pay any amount when due, in addition to any other rights or remedies available to Philips at law or in equity, Philips may discontinue the performance of services, discontinue the delivery of the Equipment, or deduct the unpaid amount from any amounts otherwise owed to Customer by Philips under any agreement with Customer. In any action initiated to enforce the terms of the Agreement following a Customer default or Equipment cancellation under an order arising from the Agreement, Philips shall be entitled to recover as part of its damages all costs and expenses, including reasonable attorneys’ fees, in connection with such action.
2.1.4. Payments may be made by check, ACH or wire. Philips does not accept transaction fees for wire transfers.
2.1.5. If the Agreement indicates net prices that are each associated with a payment method, then Philips will invoice Customer, and Customer will pay, the net price that corresponds to Customer’s elected payment method.

2.2. Disposable Products.

2.2.1. Customer must issue a purchase order for the purchase of Disposable Products. Unless otherwise specified under consignment, Philips will issue an invoice upon shipment of Disposable Products to Customer. Customer will pay such invoice in U.S. dollars in full for each product net thirty (30) days from Philips’ invoice date.
2.2.2. Philips may make partial or early shipments and Customer shall pay such invoice based on the date of invoice for each product in accordance with the payment terms set forth in this Agreement.
2.2.3. Orders are subject to Philips’ on-going credit review and approval.
2.2.4. If Customer fails to pay any amount when due, in addition to any other rights or remedies available to Philips at law or in equity, Philips may discontinue the performance of services, discontinue the delivery of the product, upon five (5) business days’ notice, or deduct the unpaid amount from any amounts otherwise owed to Customer by Philips under any agreement with Customer. In any action initiated to enforce the terms of the Agreement following a Customer default or product cancellation under an order arising from the Agreement, Philips shall be entitled to recover as part of its damages all costs and expenses, including reasonable attorneys’ fees, in connection with such action.
2.2.5. Payments may be made by check, ACH or wire. Philips does not accept transaction fees for wire transfers.
2.2.6. If the Agreement indicates net prices that are each associated with a payment method, then Philips will invoice Customer, and Customer will pay, the net price that corresponds to Customer’s elected payment method.

3. Trade - In

3.1. If Customer will be trading-in any equipment ("Trade-In"), then:

3.1.1. Customer represents and warrants that Customer has good and marketable title to the Trade-In as of the date of the Agreement and will have good and marketable title when Philips removes the Trade-in from Customer’s site (the “Removal Date”).
3.1.2. Removal of the Trade-In from Customer's site shall occur no later than the installation of Customers new system, unless otherwise agreed in writing between Philips and the Customer. Title to the Trade-in shall pass from Customer to Philips on the Removal Date or at installation of the purchased system, whichever occurs first. After title to the Trade-In passes to Philips, Customer shall not use the Trade-In.
3.1.3. Notwithstanding anything to the contrary in a current applicable Business Associate Addendum (“BAA”) between the parties, Customer represents and warrants that Customer has removed or de-identified all Protected Health Information (“PHI”) from the Trade-In equipment as of the date the equipment is removed and will otherwise comply with all applicable privacy laws. To the extent Customer has not done so, Customer agrees to reimburse Philips for any out-of-pocket costs Philips incurs to remove or de-identify PHI from the Trade-In.
3.1.4. Customer will ensure that the Trade-In is clean and sanitized, and that all potentially infected materials and biological fluids are removed prior to its de-installation and removal.
3.1.5. If (a) the condition of the Trade-In is not substantially the same when Philips removes the Trade-In (ordinary wear and tear excepted) as it was when Philips quoted the Trade-In value; or, (b) Customer delays the removal of the Trade-In, then Philips may reduce the price quoted for such Trade-In or cancel the Trade-In, and Customer will pay the adjustment amount within thirty (30) days from the date of invoice.
3.1.6. If Philips does not receive timely possession of the Trade-In, Philips will, at its option, either charge Customer the amount of the Trade-in allowance and cancel the trade-in, or re-value the trade-in allowance accordingly.
3.1.7. If Customer is unable to provide Philips with the Trade-In, after execution of the Agreement, then Philips may invoice Customer for the Trade-In value. Customer will pay invoice within thirty (30) days from the invoice date.
3.1.8. Evidence that Customer intends to trade in an asset as part of the purchase or lease of any Equipment shall be in the form of, but not limited to: (a) receiving a trade in quote and/or authorization from Philips on the value of the asset to be traded in; (b) providing Philips with serial numbers of assets to be traded in; and/or, (c) providing Philips with a de-installation date to remove an existing asset in order to install Philips quoted equipment.

4. Security Interest

Philips may file a financing statement for such security interest and Customer shall sign any financing statements or other documents necessary to perfect Philips’ security interests in the Equipment and/or Disposable Products.

5. Shipment and Risk of Loss

5.1. Equipment. Except as otherwise stated in the applicable Equipment specific schedule, title to any Equipment (excluding software), and risk of loss or damage shall pass to the Customer F.O.B. destination, freight prepaid and absorbed. Customer shall obtain and pay for insurance covering such risks at destination.

5.1.1. Customer has no right to cancel an order for purchased Equipment after such order has been shipped, unless such cancellation right is granted to the Customer by mandatory law in which case the Customer shall pay the costs incurred by Philips up to the date of cancellation. In other cases of cancellation, Customer shall pay 15% of the purchase price of the Equipment as a cancellation fee.
5.1.2. In the instance of rented Equipment, Philips will retain legal title to the Equipment at all times. Notwithstanding Philips’ holding legal title, Customer will list Philips as the loss payee in Customer’s insurance that insures the Equipment against damage, vandalism and theft and will provide evidence of this insurance to Philips. Philips may, at its discretion, file a UCC financing statement, for informational purposes, in connections with rented Equipment placed with Customer under this Agreement.

5.2. Disposable Products. Shipping charges will be prepaid by Philips and invoiced. Disposable Product sales are made F.O.B. Philips’ manufacturing facility, and title and risk of loss passes to Customer at the time of Philips’ delivery to the carrier. Disposable Products provided on a consignment basis in accordance with the Consignment Exhibit are shipped F.O.B. destination and risk of loss, but not title, passes to Customer at the time of delivery to Customer.

6. Disposable Products Returns

Prior approval by Philips is required to return Disposable Products for credit or exchange. Such approval may be requested by contacting Philips Customer Service as specified on the attached Contact Information sheet. Disposable Products may be returned due to: (i) damage prior to receipt by Customer or failure to conform to the specifications, in which case, Philips shall credit Customer for the amount of the return shipping fees; (ii) incorrect Disposable Product(s) received, in which case Philips will issue a call tag and provide a return shipping label for Disposable Product; or (iii) incorrect Disposable Product(s) ordered, in which case Customer must report such incorrect order to Philips within fifteen (15) days of Customer’s receipt of Disposable Product(s). In the instance of any return, Philips may require a new or revised purchase order for the replacement order. Except in the instance of (i) above, Disposable Products will only be considered for exchange or credit if the item is in its original packaging, with no visible marks or damage, and the sterile packaging remains uncompromised. No credit or exchange will be issued for items returned in unsaleable condition. Unless otherwise explicitly agreed to in this Agreement or an Exhibit, Philips does not accept returns of excess inventory, for stock rotation, or other exchange programs. Upon approval of the request to return, which approval will not be unreasonably withheld, Philips will issue a Return Material Authorization (RMA) number. The RMA number must be included on all returned Disposable Product shipping cartons (do not write this number directly on the product package).

7. Site Preparation and Installation

7.1. Site Access. Customer shall provide Philips full and free access to the installation site and a suitable safe space for the storage of the Equipment before installation. Customer shall ensure, at no charge to Philips, that there are no obstacles preventing Philips from moving the Equipment from the entrance of the Customer's premises to the installation site.
7.2. Site Preparation and Installation.

7.2.1. Customer Responsibility. Customer shall be responsible, at its expense, for rigging, the removal of partitions or other obstacles, installation of safety switch or breaker, and restoration work. The Equipment will be installed during normal working hours. Except where Philips has agreed in writing to provide construction services for a fee pursuant to a construction agreement and scope of work signed by Customer, Customer shall be responsible, at its expense, for the preparation of the installation site where the Equipment will be installed including any required structural alterations. Customer shall provide any and all plumbing, carpentry work, conduit, wiring including communications and/or computer wiring, network equipment, power supply, surge suppression and power conditioning (except to the extent they are expressly included in the Agreement), fire protection and environmental controls, ground fault and isolation system, and other fixtures and utilities required to properly attach, install, and use the Equipment. Site preparation shall be in compliance with all applicable laws, including all safety, electrical, and building codes relevant to the Equipment and its installation and use. The sufficiency of any installation site plans shall be the responsibility of Customer. Customer, at its expense, shall obtain all permits and licenses required by federal, state, or local authorities in connection with the installation and operation of the Equipment, including any certificate of need and zoning variances.
7.2.2. Unless otherwise specified by Philips, Customer shall advise Philips of site conditions at or near the location where equipment is installed five (5) days prior to the mutually agreed upon delivery date. The update shall include but not limited to the following:

7.2.2.1. (i) Hazardous Materials. Asbestos and other hazardous materials that could adversely affect the installation or pose a health or safety risk to Philips’ personnel, and Customer shall ensure that those conditions are corrected and hazardous materials removed, and that the site is fully prepared and available to Philips before installation work begins. Customer represents and warrants that an asbestos survey of the facility has been performed to determine the presence, location, quantity and condition of asbestos containing materials (ACM) or presumed asbestos containing materials (PACM) at the facility; and the facility and/or work area does not contain any ACM or PACM or the facility and/or work area contains ACM or PACM, such material has been encapsulated or enclosed in accordance with applicable laws and the work will not disturb any such materials. (ii) Construction. All construction work in technical and operator room(s) is finished including but not limited to the responsibilities identified in 7.2.1.

7.2.3. Delays. If site preparation is not on schedule five (5) days prior to the mutually agreed upon delivery date or as otherwise specified by Philips, Philips and Customer will conduct an evaluation of the site and establish a revised installation schedule. In the event that installation is delayed by Customer within five (5) days prior to the mutually agreed upon delivery date or after the start of installation, Customer will be responsible for: (i) storage and fees for the preservation and life support of the equipment to ensure high quality and long life of system(s); and, (ii) Costs associated with rescheduling and coordination for all resources and third party providers, including travel costs for split delivery and installation directly related to the delay in installation. If during installation Philips discovers hazardous materials (i.e. asbestos, etc.) all installation activities will stop, and Customer will remove and dispose of the hazardous materials. Once the issue giving rise to the delay has been rectified and the site meets the criteria set forth in this Section 7, Philips and Customer will conduct an evaluation of the site and establish a new installation schedule.
7.2.4. Philips Responsibility. Unless additional professional services are purchased separately (including turnkey) and/or professional services are set forth in a statement of work or project implementation plan under the agreement for the Equipment purchased hereunder upon delivery, Philips will unpack the Equipment (if unpacking is required) and connect the Equipment to a safety switch or breaker that has been installed by the Customer, and calibrate and test the Equipment.

7.3. PHILIPS MAKES NO WARRANTY AND ASSUMES NO LIABILITY FOR THE FITNESS OR ADEQUACY OF THE SITE IN WHICH THE EQUIPMENT IS TO BE INSTALLED OR USED. EXCEPT OTHERWISE PROHIBITED BY STATE LAW OR STATE CONSTITUTION, CUSTOMER SHALL INDEMNIFY DEFEND, AND HOLD HARMLESSPHILIPS AND ITS AFFILIATES AGAINST ANY COSTS, LOSSES, EXPENSES, PHYSICAL PROPERTY DAMAGE, AND/OR THIRD PARTY CLAIMS, INCLUDING SUBROGATION CLAIMS, COLLECTIVELY ALL THE FOREGOING ARISING FROM OR RELATING TO CUSTOMER’S SITE PREPARATION RESPONSIBILITIES.
7.4. Local Labor. If local labor conditions, including but not limited to a requirement to utilize union labor, require the use of non-Philips employees to participate in the installation of the Equipment, then such participation of non-Philips employees shall be at Customer's expense. In such case, Philips will provide engineering supervision during the installation.
7.5. Remote Services Network (“RSN”). Customer will (a) provide Philips with a secure location at Customer's premises to store one Philips remote services network router and provide full and free access to this router, (or a Customer-owned router acceptable to Philips) for connection to the equipment and to Customer’s network; or (b) provide Philips with outbound internet access over SSL; at all times during the warranty period provide full and free access to the Equipment and the Customer network for Philips’ use in remote servicing of the Equipment, remote assistance to personnel that operate the Equipment, updating the Equipment software, transmitting automated status notifications from the Equipment and regular uploading of Equipment data files (such as but not limited to error logs and utilization data for improvement of Philips Equipment and services and aggregation into services). Customer agrees to pay Philips at the prevailing demand service rates for all time spent by Philips service personnel waiting for access to the Equipment.

8. Warranty

8.1. Equipment/Hardware/Systems. Philips warrants to Customer that Equipment (including its operating software) will perform in substantial compliance with its performance specifications, in the documentation accompanying the Equipment, for a period of twelve (12) months, commencing on the date on which the Equipment is installed. Philips’ sole obligation under this Limited Warranty shall be to provide parts and labor required to cause the System(s) to operate in accordance with the specifications during the Warranty Period. Philips, in its sole discretion, reserves the right to use new or like new parts in servicing or repair of the System(s).

8.1.1. If the start of the installation is delayed for any reason beyond the control of Philips for more than thirty (30) days following the date that Philips notifies Customer that the major components of the Equipment are available for delivery, the warranty period begins on the thirty-first (31st) day following that date.
8.1.2. Philips’ sole obligations and Customer’s exclusive remedy under any Equipment warranty is limited to Philips providing parts and labor required to cause the Equipment to operate in accordance with the specifications during the Warranty Period. Philips, in its sole discretion, reserves the right to use new or like new parts in servicing or repair of the System(s). Warranty service outside of normal working hours (i.e. 8:00 AM - 5:00 PM, Monday through Friday, excluding Philips’ observed holidays), will be subject to payment by Customer at Philips’ standard service rates.
8.1.3. This warranty is subject to the following conditions: the Equipment: (a) is to be installed by authorized Philips representatives (or is to be installed in accordance with all Philips installation instructions by personnel trained by Philips); (b) is to be operated exclusively by duly qualified personnel in a safe and reasonable manner in accordance with Philips’ written instructions and for the purpose for which the Equipment was intended; and, (c) is to be maintained and in strict compliance with all recommended and scheduled maintenance instructions provided with the Equipment and Customer is to notify Philips immediately if the Equipment at any time fails to meet its performance specifications. Philips’ obligations under any Equipment warranty do not apply to any Equipment defects resulting from improper or inadequate maintenance or calibration by the Customer or its agents; Customer or third party supplied interfaces, supplies, or software including without limitation loading of operating system patches to the Licensed Software and/or upgrades to anti-virus software running in connection with the Licensed Software without prior approval by Philips; use or operation of the Equipment other than in accordance with Philips’ applicable Equipment specifications and written instructions; abuse, negligence, accident, loss, or damage in transit; improper site preparation; unauthorized maintenance or modifications to the Equipment; or viruses or similar software interference resulting from connection of the Equipment to a network. The obligations of Philips described herein and in the applicable Equipment-specific warranty document are Philips’ only obligations and Customer’s sole and exclusive remedy for a breach of an Equipment warranty.
8.1.4. Upon expiration of Limited Warranty, Customer shall have the option to purchase maintenance and service coverage for each placed System at any time during the Term of this Agreement by contacting [email protected]. In the absence of an extended service contract between the parties, all hardware maintenance and repairs necessary outside of the Limited Warranty Period is the responsibility of the Customer.
8.1.5. THE WARRANTIES SET FORTH HEREIN AND IN PHILIPS’ WARRANTY DOCUMENT WITH RESPECT TO EQUIPMENT (INCLUDING THE SOFTWARE PROVIDED WITH THE EQUIPMENT) ARE THE ONLY WARRANTIES MADE BY PHILIPS IN CONNECTION WITH THE EQUIPMENT, THE SOFTWARE, AND THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT, AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.2. Disposable Products. Philips warrants that at the time of shipment, Disposable Products will: (i) comply with the U.S. Federal Food, Drug and Cosmetic Act, if applicable; (ii) have been manufactured, packaged, and stored in compliance with applicable laws, governmental regulations and good manufacturing practices (“GMP”); (iii) be free from defects in material and workmanship when used by the stated “Use By” or “Expiration” date and when package is unopened and undamaged immediately before use. Customer’s sole remedy under this warranty is, at Philips’ option and expense, the replacement of the Disposable Product or credit of the purchase price. Philips’ obligation under this limited warranty is subject to Customer’s compliance with Philips’ then-current Return Material Authorization procedures. The foregoing warranty does not apply to Disposable Products that are or have been: (i) expired; (ii) repaired, altered, modified or reprocessed except by or under the authorization of Philips, (iii) not used or stored in accordance with the instructions for use supplied by Philips; or (iv) subjected to misuse, negligence or to an accident. EXCEPT FOR THE ABOVE LIMITED WARRANTY, PHILIPS MAKES NO, AND EXPRESSLY DISCLAIMS, ANY OTHER WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ITS DISPOSABLE PRODUCTS, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. EXCEPT FOR THE ABOVE LIMITED WARRANTY, PHILIPS DOES NOT WARRANT THAT PHILIPS’ DISPOSABLE PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS. THIS LIMITED WARRANTY EXTENDS ONLY TO CUSTOMER.

9. Indemnification

9.1. Philips will indemnify and defend Customer against any third party claim, action, or suit against Customer (“Claim”), including judgments, settlements and reasonable attorney’s fees resulting from such Claim, to the extent such Claim directly arises from: (i) bodily injury (including death) and (ii) tangible property damage (representing the actual cost to repair or replace physical property damage) and to the extent such injuries or damages under clauses (i) and (ii) are caused by Philips’ negligent acts or omissions or by a proven Product defect in Equipment and/or Disposable Product covered in this Agreement.
9.2. Philips will have no indemnity or defense obligation for any Claim that arises from: (i) the negligent act or omission, or willful misconduct of Customer; (ii) Disposable Products that are or have been expired, repaired, altered, modified or reprocessed except by or under authorization from Philips; (iii) Disposable Products not used or stored in accordance with the instructions for use; (iv) Disposable Products that have been modified by Philips in accordance with Customer-provided specifications or instructions; or (v) third party products.
9.3. Customer will indemnify and defend Philips against any third party Claim to the extent the Claim directly arises from Section 9.2 (i), (ii), (iii), (iv), or (v) above.
9.4. Philips shall indemnify and defend Customer against any claim that Philips Equipment and/or Disposable Product provided in the Agreement infringes, misappropriates, or violates any third party intellectual property right, whether patent, copyright, trademark, or trade secret, subject to the indemnification conditions in Section 9.5 below. The provisions of this section shall not apply if the product is sold or transferred. If (a) Philips Equipment and/or Disposable Product is found or believed by Philips to infringe a valid patent or copyright; or, (b) Customer has been enjoined from using the Philips Equipment and/or Disposable Product pursuant to an injunction issued by a court of competent jurisdiction, Philips may, at its option: (i) procure the right for Customer to use the Equipment and/or Disposable Product; (ii) replace or modify the Equipment and/or Disposable Product to avoid infringement; or (iii) refund to Customer a portion of the Equipment and/or Disposable Product purchase price upon the return of the original Equipment and/or Disposable Product. Philips shall have no obligation for any claim of infringement arising from: Philips’ compliance with Customer’s designs, specifications, or instructions; Philips’ use of technical information or technology supplied by Customer; modifications to the Equipment and/or Disposable Product by Customer or its agents; use of the Equipment and/or Disposable Product other than in accordance with the Equipment and/or Disposable Product specifications or applicable written Equipment and/or Disposable Product instructions; use of the Equipment and/or Disposable Products with any other product not sold by Philips to customer and the Philips Equipment and/or Disposable Product in and of itself is not infringing; if infringement would have been avoided by the use of a current unaltered release of the Equipment and/or Disposable Product, provided that, Philips makes such current unaltered release available to customer at no additional charge; or use of the Philips Equipment and/or Disposable Product after Philips has advised Customer, in writing, to stop use of the Philips Equipment and/or Disposable Product in view of the claimed infringement, provided that, this shall not be a replacement for the remedies set forth in this Section 9.4 (i)-(iii). The terms in this section state Philips’ entire obligation and liability for claims of infringement, and Customer’s sole remedy in the event of a claim of infringement.
9.5. The obligations of the indemnifying party are conditioned on the following: (a) indemnified party notifies indemnifying party of Claim in writing within thirty (30) days of the indemnified party being made aware of the Claim; (b) the indemnified party gives indemnifying party sole authority and control of the defense or settlement of the Claim with counsel of the indemnifying party’s choice; and (c) indemnified party provides all information and assistance requested by the indemnifying party to handle the defense or settlement of the Claim.

10. Limitation of Liability

10.1. THE TOTAL LIABILITY, IF ANY, OF PHILIPS AND ITS AFFILIATES FOR ALL DAMAGES AND BASED ON ALL CLAIMS, WHETHER ARISING OR RELATING TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING FROM EQUIPMENT AND/OR DISPOSABLE PRODUCT, LICENSED SOFTWARE, AND/OR SERVICE IS LIMITED TO THE PRICE PAID HEREUNDER FOR THE EQUIPMENT AND/OR DISPOSABLE PRODUCTS, LICENSED SOFTWARE, OR SERVICE GIVING RISE TO THE LIABILITY.
10.2. THIS LIMITATION SHALL NOT APPLY TO:

10.2.1. THIRD PARTY CLAIMS FOR DIRECT DAMAGES FOR BODILY INJURY OR DEATH TO THE EXTENT CAUSED BY PHILIPS’ NEGLIGENCE OR PROVEN EQUIPMENT AND/OR DISPOSABLE PRODUCT DEFECT;
10.2.2. CLAIMS OF TANGIBLE PROPERTY DAMAGE REPRESENTING THE ACTUAL COST TO REPAIR OR REPLACE PHYSICAL PROPERTY TO THE EXTENT CAUSED BY PHILIPS NEGLIGENCE OR PROVEN EQUIPMENT AND/OR DISPOSABLE PRODUCT DEFECT;
10.2.3. OUT OF POCKET COSTS INCURRED BY CUSTOMER TO PROVIDE PATIENT NOTIFICATIONS, REQUIRED BY LAW, TO THE EXTENT SUCH NOTICES ARE CAUSED BY PHILIPS UNAUTHORIZED DISCLOSURE OF PHI;
10.2.4. FINES/PENALTIES LEVIED AGAINST CUSTOMER BY GOVERNMENT AGENCIES CITING PHILIPS’ UNAUTHORIZED DISCLOSURE OF PHI AS THE BASIS OF THE FINE/PENALTY, ANY SUCH FINES OR PENALTIES SHALL CONSTITUTE DIRECT DAMAGES; and,
10.2.5. PHILIPS INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATION UNDER SECTION 9 OF THIS AGREEMENT.

11. Disclaimer

IN NO EVENT SHALL PHILIPS OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR THE COST OF SUBSTITUTE EQUIPMENT AND/OR DISPOSABLE PRODUCTS OR SERVICES WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER TORT.

12. Confidentiality

Each party shall maintain as confidential any information furnished or disclosed to one party by the other party, whether disclosed in writing or disclosed orally, relating to the business of the disclosing party, its customers, employees, and/or its patients, and the Agreement and its terms, including the pricing terms under which Customer has agreed to purchase the Equipment and/or Disposable Products. Each party shall use the same degree of care to protect the confidentiality of the disclosed information as that party uses to protect the confidentiality of its own information, but in no event less than a reasonable amount of care. Each party shall disclose such confidential information only to its employees having a need to know such information to perform the transactions contemplated by the Agreement. The disclosing party maintains exclusive ownership of the confidential information which it discloses to the receiving party, and a receiving party shall be responsible for the breach of these confidentiality terms by any of its representatives or other person to whom it may disclose the confidential information. The obligation to maintain the confidentiality of such information shall not extend to information that (a) is or becomes generally available to the public without violation of these Standard Terms and Conditions or any other obligation of confidentiality or (b) is lawfully obtained by the receiving Party from a third party without any breach of confidentiality or violation of law. Notwithstanding the foregoing, in the event that the receiving party is required by law to disclose any confidential information to a court, government department/ agency or regulatory body, the receiving party may so disclose, provided that it shall, to the extent permitted by applicable law, first inform the disclosing party of the request or requirement for disclosure to allow an opportunity for the disclosing party to apply for an order to prohibit or restrict such disclosure. Moreover, nothing set forth herein shall prohibit Customer from disclosing confidential information required by state or federal open records laws, to the extent disclosed in compliance with the rules and procedures applicable thereto, including notifying Philips and providing Philips an opportunity to argue certain information may be exempt as a trade secret, if applicable thereunder.

13. Compliance with Laws & Privacy

13.1. Each party shall comply with all laws, rules, and regulations applicable to the party in connection with the performance of its obligations in connection with the transactions contemplated by the Agreement, including, but not limited to, those relating to employment practices federal and state anti-discrimination laws (including Title VII of the Civil Rights Act of 1964 as amended, the Rehabilitation Act of 1973 as amended and the Veterans Readjustment ACT of 1972 as amended), E-Verify, FDA, Medicare fraud and abuse, and the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Health care providers are reminded that if the purchase includes a discount or loan, they must fully and accurately report such discount or loan on cost reports or other applicable claims for payment submitted under any federal or state health care program, including but not limited to Medicare and Medicaid, as required by federal law (see 42 CFR 1001.952[h]).
13.2. It is Customer’s responsibility to notify Philips if any portion of the order is funded under the American Reinvestment and Recovery Act (ARRA). To ensure compliance with the ARRA regulation, Customer shall include a clause stating that the order is funded under ARRA on its purchase order or other document issued by Customer.
13.3. Equipment and/or Disposable Products Safety and Other Complaints. Customer will report immediately to Philips any event of which Customer becomes aware that suggests that any services or Equipment and/or Disposable Products provided by Philips, for any reason: (a) may have caused or contributed to a death or serious injury, or (b) have malfunctioned where and such malfunctions would be likely to cause or contribute to a death or serious injury if the malfunction were to occur again. Additionally, Customer will also report to Philips complaints it receives from its personnel and patients or any other person regarding the identity, quality, performance, reliability, safety, effectiveness, labels or instructions for use of the Equipment and/or Disposable Products provided by Philips. Philips shall be solely responsible for submitting any filings or reports to any governmental authorities with respect to the Philips Equipment and/or Disposable Products provided by Philips hereunder, unless otherwise required by law.

14. Excluded Provider

As of the date of the sale of this Equipment and/or Disposable Products, Philips represents and warrants that Philips, its employees and subcontractors, are not debarred, excluded, suspended or otherwise ineligible to participate in a federal or state health care program, nor have they been convicted of any health care related crime for the Equipment and/or Disposable Products and services provided under these Standard Terms and Conditions (an "Excluded Provider"). Philips shall promptly notify Customer if it becomes aware that Philips or any of its employees or subcontractors providing services hereunder have become an Excluded Provider under a federal or state healthcare program, whereupon Customer shall provide Philips with a reasonable opportunity to discuss and attempt to resolve in good faith with Customer any Customer related concerns in relation thereto, and/or will give Philips a reasonable opportunity to dispute its, or its employee’s or subcontractor’s, designation as an Excluded Provider. In the event that the Parties are unable to resolve any such Customer concerns of the applicable party’s designation as an Excluded Provider, then Customer may terminate this order by express written notice for Equipment and/or Disposable Products and services not yet shipped or rendered prior to a date of exclusion.

15. Omnibus Reconciliation Act (OMNI) Social Security (PL96-499, Public Law)

Philips and Customer shall comply with the Omnibus Reconciliation Act of 1980 (P.L. 96-499) and its implementing regulations (42 CFR, Part 420). Philips agrees that until the expiration of four (4) years after furnishing services or Equipment and/or Disposable Products pursuant to these Standard Terms and Conditions, Philips shall make 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 representatives, these Standard Terms and Conditions and the books, documents and records of Philips that are necessary to verify the nature and extent of the costs charged to Customer hereunder. Philips further agrees that if Philips carries out any of the duties of these Standard Terms and Conditions through a subcontract with a value or cost of ten-thousand U.S. dollars ($10,000.00) or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives the subcontract, and books and documents and records of such organization that are necessary to verify the nature and extent of such costs. This paragraph relating to the retention and production of documents is included because of possible application of Section 1861(v) (1) (1) of the Social Security Act (42 U.S.C. 1395x (v) (1) (I) (1989)), as amended from to time to these Standard Terms and Conditions. If Section 1861(v) (1) (1) should be found to be inapplicable, then this paragraph shall be deemed inoperative and without force and effect.

16. General Terms

The following additional terms shall be applicable to the purchase or placement of Equipment and/or the purchase of the Disposable Products:

16.1. Force Majeure. Each party shall be excused from performing its obligations (except for payment obligations) arising from any delay or default caused by events beyond its reasonable control including, but not limited to, acts of God, health pandemics, epidemics, viral outbreaks, acts of any civil, military or government authority, fire, floods, war, embargoes, labor disputes, acts of sabotage, riots, accidents, delays of carriers, voluntary or mandatory compliance with any government act, regulation or mandatory direction, request. For the sake of clarity, any supply chain disruption due to COVID-19 shall be considered a force majeure event.
16.2. Bankruptcy. If Customer becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, Philips may cancel any unfulfilled obligations, or suspend performance; however, Customer’s financial obligations to Philips shall remain in effect.
16.3. Assignment. Customer may not assign any rights or obligations in connection with the transactions contemplated by the Agreement without the prior written consent of Philips, which consent shall not be unreasonably withheld, and any attempted assignment without such consent shall be of no force or effect. Notwithstanding the foregoing, either party shall be entitled to assign this Agreement, without the prior consent of the other party, to a (i) purchaser of a sale of a substantial amount of their assets to which this Agreement relates or to a (ii) different affiliated legal entity of a party to this Agreement or their parent company to support an internal reorganization of the asserts of such party or such party’s parent corporate legal entity; provided that, the assignee assumes all liabilities and obligations of the assignor and the assignor is not in breach of its payment obligations under this Agreement prior to such assignment.
16.4. Governing Law. All transactions contemplated by the Agreement shall be governed by the laws of the state where the equipment will be installed, without regard to that state’s choice of law principles, and expressly excluding application of the Uniform Computer Information Transactions Act (UCITA), in any form. EACH PARTY, KNOWINGLY AND AFTER CONSULTATION WITH COUNSEL, FOR ITSELF, ITS SUCCESSSORS’ AND ASSIGNS, WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM ARISING WITH RESPECT TO THIS AGREEMENT OR ANY MATTER RELATED IN ANY WAY THERETO.
16.5. Entire Agreement. These Standard Terms and Conditions, constitute the entire understanding and agreement by and between the parties with respect to the transactions contemplated by the Agreement, and supersede any previous understandings or agreements between the parties, whether written or oral, regarding the transactions contemplated by the Agreement. The pricing in the Agreement is based upon the Standard Terms and Conditions in the Agreement. No additional terms, conditions, consents, waivers, alterations, or modifications shall be binding unless in writing and signed by the parties. Customer’s additional or different terms and conditions, whether stated in a purchase order or other document issued by Customer, are specifically rejected and shall not apply to the transactions contemplated by the Agreement.
16.6. Headings. The headings in the Agreement are intended for convenience only and shall not be used to interpret the Agreement. The validity and enforceability of the remaining provisions shall not be affected or impaired and shall continue in full force and effect.
16.7. Notices. Notices or other communications shall be in writing, and shall be deemed served if delivered personally, or if sent by facsimile transmission, by overnight mail or courier, or by certified mail, return receipt requested and addressed to the party at the address set forth herein: 9965 Federal Drive Colorado Springs, CO 80921, or via email [email protected].
16.8. Performance. The failure of Customer or of Philips at any time to require the performance of any obligation will not affect the right to require such performance at any time thereafter. Course of dealing, course of performance, course of conduct, prior dealings, usage of trade, community standards, industry standards, and customary standards and customary practice or interpretation in matters involving the sale, delivery, installation, use, or service of similar or dissimilar Equipment and/or Disposable Products or services shall not serve as references in interpreting the Standard Terms and Conditions of the Agreement.
16.9. Obligations. Customer’s obligations are independent of any other obligations the Customer may have under any other agreement, contract, or account with Philips. Customer will not exercise any right of offset in connection with the Standard Terms and Conditions in the Agreement or in connection with any other agreement, contract, or account with Philips.
16.10. Additional Terms. Equipment and Disposable Products specific exhibit(s) are incorporated herein as they apply to the Equipment and Disposable Products listed in the Agreement and their additional terms shall apply solely to Customer’s purchase or placement of the Equipment and/or purchase of the Disposable Products specified therein. If any terms set forth in an Equipment and/or Disposable Products specific exhibit(s) conflict with terms set forth in these Standard Terms and Conditions, the terms set forth in the Equipment and Disposable Products specific exhibit(s) shall govern.
16.11. Discounts. The parties acknowledge that the prices under this Agreement may reflect discounts, rebates, or other reductions in price (collectively, “discounts”), and it is their intention that such discounts shall be administered consistent with the discount exception to the federal anti-kickback statute (42 USC 1320a-7b(B)(3)(A)) and the related regulatory discount safe harbor (42 CFR 1001.952(h)). Philips will reflect when a discount applies on invoices or alternative documents, and Customer may request additional documentation of purchases and discounts hereunder as necessary to facilitate appropriate reporting. To the extent and as required by applicable law, regulations, or other contractual obligations, it is Customer’s responsibility to appropriately report or reflect such discounts, including any bundled discounts, on cost reports or claims submitted to third party payors, including but not limited to federal or state health care programs. Further, Customer will retain documentation provided by Philips relating to purchases and discounts hereunder and make it available to federal or state health care program representatives upon request.

17. Delivery

17.1. Philips will use commercially reasonable efforts to ship the Equipment and Disposable Products to the Customer (a) by the mutually agreed upon shipment date; or (b) as otherwise agreed in writing. Philips will ship the Equipment and/or Disposable Product according to Philips’ standard commercial practices. Philips may make partial shipments.
17.2. If Customer requests a delay in the date major components of the Equipment are available for delivery, then Philips will place the Equipment in storage and the unpaid portion of the purchase price shall be due. Customer will reimburse Philips for all storage fees, transportation expenses, and related costs incurred by Philips.

18. Resale

Customer represents and warrants that the Equipment and Disposable Products are being acquired solely for the Customer’s own use at the Customer facility(ies) listed herein. Customer shall not resell the Equipment and/or Disposable Products.

19. Analysis and Reverse Engineering Prohibited

Company agrees not to analyze for composition, software, internal elements, structure or reverse engineer or transfer to any third party for analysis, reverse engineering, or any other purpose, any Disposable Products and or Equipment without the express prior written consent of Philips.

20. PHI Deletion

If equipment is rented under this Agreement, Customer agrees to delete all data collected on the equipment (with Philips’ reasonable instructions) including specifically any and all data constituting Protected Health Information as that term is defined in 45 CFR 164.502(d) prior to returning the Equipment to Philips at the expiration of any rental term under this Agreement.

21. Equipment Log File Access.

Customer agrees that Philips may periodically remotely connect to Philips equipment and collect and use information from the system log file for Philips’ own business purposes (including, but not limited to, for data analytics activities, to facilitate and advise on continued and sustained use of Philips’ or its affiliates’ products and services, for research, product and service development and improvement (including the development of new offerings), substantiation of marketing claims and for benchmarking purposes). The system log file does not contain any protected health information (within the meaning of the HIPAA Privacy Rule) or any information that is capable of identifying an individual.

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Schedule 17

Schedule 17-E

Schedule 17-F

Standard Terms and Conditions

(Schedule 10 V1/25/2024)

Payment

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