Drawbridge Medical LLC SERVICE & MAINTENANCE AGREEMENT This Service and Maintenance Agreement (this Agreement ) is made and entered into as of this day of, 2016 by and between Drawbridge Medical LLC, a Georgia limited liability company with its principal office located at 5700 Highlands Pkwy, Suite 100, Smyrna, Georgia 30082 ( Drawbridge Medical ), and, a with its principal office located at ( Customer ). Drawbridge Medical agrees to provide certain services set forth in this Agreement for a period of one (1) year,beginning on and ending on, for the Golden Gate [Photometric Clinical Chemistry Analyzer] with the serial number of (the Instrument ). ACCOUNT I N F O R M A T IO N Customer s annual fee for the services provided by Drawbridge Medical pursuant to the terms of this Agreement is $4,000*, payable on the starting date (and any annual renewal date, as applicable). *Bi-annually or quarterly installment payments are available at an additional administrative cost to Customer. Drawbridge Medical will provide a service report after each site visit. This service report will outline specific work performed by DRAWBRIDGE MEDICAL and highlight possible problem areas. Services Included: Emergency service calls, including non-consumable parts, labor, and travel during normal business hours and excluding major holidays. One (1) on-site preventative maintenance visit for the Instrument per year. Service Support Hotline [678-486-7262] is available during normal business hours of 9am-5pm Monday-Friday, local time. Additional Services for Customers Purchasing a New Golden Gate [Photometric Clinical Chemistry Analyzer]: On site installation and training of a qualified technician. One (1) year Warranty against malfunctions not caused by Customer Operation. Services Excluded: Consumables: Items not included are lamps, cuvettes, probes, electrodes, reagents, calibrators, control materials, and other items that are consumed as part of the routine operation of the Instrument. This Agreement does not cover damage caused by operator negligence, floods, fire, contaminated power, water or data processing sources externally connected to Instrument. If an untrained operator (defined as not having a DRAWBRIDGE MEDICAL training certificate on file) is running or attempting to run the Instrument, this Agreement shall be automatically void. This Agreement shall also be automatically void if Customer does not operate the Instrument in accordance with DRAWBRIDGE MEDICAL s Standards and Procedures (a copy of which shall be made available to DRAWBRIDGE MEDICAL). Outside of the normal installation validations, on site application assistance will be an additional charge. Any request that does not comply with the law. Instrument errors resulting from poor laboratory practice and non-compliance with CLIA guidelines will not be covered by, and will void, this Agreement. Customer is responsible for daily, weekly, and monthly maintenance procedures as stated in the manufacturer s operator manual for the Instrument.
By signing below, I acknowledge that I have read, understand and agree to abide by the terms and conditions on both pages of this Agreement (including the Standard Terms and Conditions attached hereto). Please check which payment option you prefer: Annually Bi-Annually Quarterly *Bi-annually or quarterly installment payments are available at an additional administrative cost to Customer. By: Name: Title: CUSTOMER: By: Name: Title: DRAWBRIDGE MEDICAL:
1. EQUIPMENT DRAWBRIDGE MEDICAL LLC STANDARD TERMS AND CONDITIONS 1.1 Servicing. Subject to the other provisions of this Agreement, DRAWBRIDGE MEDICAL, or its designated contractor, shall provide all labor and non- consumable parts necessary for the Instrument to perform in accordance with specifications set forth in the manufacturer s operator s manual, during DRAWBRIDGE MEDICAL s normal business working hours (8:00 am to 5:00 pm local time, Monday through Friday), exclusive of legal holidays, at no additional charge. Technical service by telephone shall be provided at Service Support Hotline. If Customer desires servicing of the Instrument at any other time, DRAWBRIDGE MEDICAL will use reasonable efforts to attempt to provide such service at the requested time and, if DRAWBRIDGE MEDICAL provides such service, Customer shall be invoiced and shall pay for all labor so provided at the then effective overtime rates (as determined by DRAWBRIDGE MEDICAL in its sole and absolute discretion). Any required repair parts (excluding consumable items) will be supplied to Customer at no charge. 1.2 Payment Terms. Any sum owed by Customer to DRAWBRIDGE MEDICAL under this Agreement shall be due within thirty (30) days of the date of DRAWBRIDGE MEDICAL s invoice or other written notice without any reduction, setoff or abatement for any reason. 1.3 Use of Instrument. Customer agrees to comply with all instructions and recommendations set forth in the manufacturer s operator manual for the Instrument in using and maintaining the Instrument, and to keep the Instrument in good working condition and repair. Customer shall be invoiced and must pay for repair of any malfunction or damage to the Instrument caused by misuse or abuse. Customer shall also be invoiced and must pay for any repairs not covered by DRAWBRIDGE MEDICAL s obligations concerning routine maintenance and service. DRAWBRIDGE MEDICAL shall have the right to inspect the Instrument during the Customer s normal business hours. 2. TERM AND TERMINATION 2.1 Term. This Agreement shall be effective upon acceptance and signature by an authorized representative of DRAWBRIDGE MEDICAL s Contract Administration Department. Unless otherwise terminated in accordance with this Agreement, DRAWBRIDGE MEDICAL shall provide the services set forth in this Agreement for an initial term of one (1) year from the effective date of this Agreement. 2.2 Default. An event of default shall have occurred if Customer (a) fails to timely make any payment, including payments for Customer s liabilities (b) fails to perform any other obligation under this Agreement, or (c) ceases doing business as a going concern, becomes insolvent or dissolved, assigns its assets for the benefit of creditors or enters into any bankruptcy or reorganization proceeding (whether voluntary or involuntary). 2.3 Remedies. Upon any event of default, Customer will be given a ten (10) day cure period from the date of notification that Customer is in default. If the default is not cured within ten (10) days, DRAWBRIDGE MEDICAL shall be entitled to (a) declare the balance of all amounts due, or to become due, hereunder immediately payable, (b) cancel or terminate this Agreement and/or (c) avail itself of any other remedies available under law. In connection with DRAWBRIDGE MEDICAL s remedies, Customer waives prior notice, service of process and procedure hearing and shall pay all costs (including reasonable attorneys fees) incurred by DRAWBRIDGE MEDICAL in connection with collection of amounts due hereunder. These remedies shall be cumulative. 3. LIABILITIES 3.1 Limitation of Liability. THE LIABILITY OF DRAWBRIDGE MEDICAL SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER HEREUNDER FOR SERVICES RENDERED HEREUNDER DURING THE THREE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY, AND IN NO EVENT WILL DRAWBRIDGE MEDICAL BE LIABLE, DIRECTLY OR INDIRECTLY, FOR LOST PROFITS, LOSS OF DATA, OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER CLAIMED BY CLIENT OR BY ANY THIRD PARTY, AND WHETHER OR NOT DRAWBRIDGE MEDICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. GENERAL 4.1 Severability. If any one or more of the provisions or parts of a provision contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect in any jurisdiction, such determination of invalidity, illegality, or unenforceability shall not affect any other provision or part of a provision, but this Agreement shall be reformed and construed as if such invalid, illegal or unenforceable provision or part of a provision has never been contained herein and such provision or part shall be reformed so that it would be valid, legal and enforceable to the maximum extent permitted in such jurisdiction. 4.2 Amendment; Waiver. Any provision of this Agreement may be amended or waived, but only if such amendment or waiver is in writing and is signed, in the case of any amendment, by both parties to this Agreement or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 4.3 Choice of Venue. Any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may be brought in any state court located in the County of Cobb, State of Georgia, or in the United States District Court, Northern District of Georgia, and each party hereto hereby consents to the jurisdiction and venue of such court and the appropriate appellate courts therefrom in any such action and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the personal jurisdiction and venue of such court and to any claim of inconvenient forum. 4.4 Assignment. No party hereto may assign or delegate this Agreement or any right, interest, or obligations hereunder without the prior written consent of the other party hereto. 4.5 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Georgia (without regard to the conflict of law rules of such state) and shall be binding upon and inure to the benefit of the parties, their heirs, representatives, successors and approved assigns. 4.6 Entire Agreement. This Agreement and the attached exhibits constitute the entire Agreement between the parties hereto with respect to the subject matter hereof. All prior agreements, representations, statements, negotiations, and undertakings are merged herein. 4.7 Force Majeure. DRAWBRIDGE MEDICAL shall not be liable for delay, nonperformance, loss or damage due to acts of God, acts of government, wars, riots, civil unrest, strikes, accidents or other causes beyond the control of DRAWBRIDGE MEDICAL. 4.8 Authority. Each of the above-signed parties represents it has full authority to execute this Agreement on behalf of the party indicated. 4.9 Captions. The captions in this Agreement are included for convenience of reference only, do not constitute a part hereof, and shall be disregarded in the construction hereof. 4.10 Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. 4.11 Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a Notice ) shall be in writing and addressed to the parties at the addresses set forth on the face of this Agreement or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
4.12 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these terms and conditions. 4.13 Compliance with Laws. The parties hereto shall remain in compliance with all applicable federal and state laws and regulations, including, without limitation, the federal anti-kickback statute, 42 U.S.C. 1320a-7b(b). To the extent that any law, rule, or regulation of any authority having jurisdiction over the parties to the Agreement shall raise questions as to the legality, enforceability, or appropriateness of the Agreement or any provision hereof, the parties agree to negotiate promptly regarding the modification as may be required to bring this Agreement into compliance with such applicable law, rule, or regulation. Should the parties be unable to agree upon such modification within a period of fifteen (15) days from the date any party shall file notice to the other of such changes in law, rule or regulation, this Agreement shall be deemed terminated. 4.14 No Referrals. The parties hereby acknowledge and agree that benefits to the parties hereunder neither require nor are in any way contingent upon the admission, recommendation, referral of patients to or from the parties, or any other arrangement for the provision of any item or service offered by the parties or any of their affiliates. ***Please initial in the box provided indicating that you have read, understand and agree to abide by these terms and conditions.***