CONTRACT 7453 Vender AgreementAgreement No. 7453
rke'r
Prevent ProCare
Quote Number. 11178671
Version: 1
Prepared For CITY OF EL SEGUNDO
Attn:
GPO: EMS
Quote Date: 09/112025
Expiration Date: 10/112025
Contract Start: 10/012025
Contract End: 06/302028
Delivery Address
Name: CITY OF EL SEGUNDO
Account #: 20126258
Address: 350 MAIN ST
ELSEGUNDO
California 90245-3813
Rep:
Email:
Phone Number:
DUAL Service Rep Name: Eric Dyson
DUAL Service Rep Email: edc_dyson@stryker.com
Sold To - Shipping
Name: CITY OF EL SEGUNDO
Account #: 20126258
Address: 350 MAIN ST
EL SEGUNDO
California 90245-3813
ProCare Products:
1.0 POWERLOAD-PROCARE PROCARE-SVC-POWER-LOAD
2.0 POWERPRO-PROCARE PROCARESVC-POWERPRO
3.0 POWERPRO-PROCARE PROCARE-SVC-POWERPRO
Price Totals:
Bill To Account
Name: CITY OF EL SEGUNDO
Account3k 20126258
Address: 350 MAIN ST
EL SEGUNDO
California 90245-3813
" qt Wfwxio
�.
33 2 $2,352.00 15.0% $5,497.80 $10,995.60
33 1 $1,656.00 15.0% $3,870.90 $3,870.90
33 2 $1,656.00 15.0% $3,870.90 $7,741.80
ProCare Total- $22,608.30
ProCare Annual Payment: $7,536.10
1
This is not an Invoice
Agreement No. 7453
I
Prevent ProCare
Quote Number, 11178671
version
Prepared For:
GPO:
Quote Dale:
Expiralion Date:
Contract Start
Conlracl Find.
CITY OF EL SEGUNDO
Altn:
EMS
0911112025
08i0812025
10/0112025
0&3017028
City of El Segu
Z
Ryan Allee, Sat tid'rt: llfhief, Acting Fire Chief Date
- el
Susan Truax, City Clerk Date
Approved as to form:
Mark D. Hensley, City Attorney
r 10/28/25
David King, Assistant Ci orney Date
Rep
Email:
Phone Number
DUAL Service Rep Name:
DUAL Service Rep Email:
Stryker Sales, LLC
Eric Dyson
eric,dyson@stryker com
La ra Mordoh Digitally signed by Mordoh
Date: 2025.10.2214:58::58:57-04'00'
Lara Mordoh, Senior Director, Finance Date
Service Terms and Conditions:
The Terms and Conditions of this quote and any subsequent purchase order of the Customer are governed by the Terms and
Conditions located at www_stryker.com/stnc The terms and conditions referenced in the immediately preceding sentence do not
apply where Customer and Stryker are parties to a Master Service Agreement. The terms and conditions referenced in the
immediately preceding sentence do not apply where Customer and Stryker are parties to a written agreement governing the
purchase/sale of goods and/or services.
Service Agreement Coverage Details:
Repairs:
All parts, labor, and travel related to repairs of contracted products are included in the cost of the service agreement. Please note, this does not include
replacement of soft goods or accessories such as mattresses, restraints. and removable parts.
Preventive Maintenance (PM):
Contracted products receive one annual preventive maintenance service for the duration of the agreement to ensure ongoing operational reliability.
Battery Service:
For eligible Stryker Medical products, one -for -one battery replacements are provided upon battery failure during the term of the service agreement.
This is not en Invoice
Agreement No. 7453
Starting Balance:
10/01 /2027
$7,536.10
$7,536.10
$7,536.10
$22,608.30
$7.536.10
Agreement No. 7453
Eqp:jpment Service Plan
*
1.0
639005550001
PROCAREsvC-POWER-LOAD
2204012400014
1.0
639005550001
PROCARE-SVC-POWER-LOAD
2204012400015
2.0
6506000000
PROCARE-SVC-POWERPRO
1910003500199
3.0
650605550003
PROCARE-SVC-POWERPRO
2204020700027
3.0
650605550003
PROCARE-SVC-POWERPRO
2204020700006
4
Agreement No. 7453
Purchase Order Form
Account Manager
Cell Phone
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Purchase Order Date
Expected Delivery Date
Stryker Quote Number
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Printed Name
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Signature
Date
Attachment Sbykw Quote Number
Stryker Terms and Conditions
,r 2-1 90 r I 11Pt91.11 t'1G
'Sales or use taxes on domestic(USA) deliveries will be imioiced in addition to the price of the goods and services on the Stryker Ctuote.
Agreement No. 7453
STANDARD TERMS OF SALE (US)
1. General. All sales of Products distributed by Stryker in the United States are subject to the following terms and conditions. In these
"Standard Terms of Sale", "Stryker" means Stryker Corporation and any of its affiliates providing Products to Customer, goods and
services sold by Stryker are referred to as "Products", and the purchaser of the Products is referred to as the "Customer." Stryker and
Customer are herein collectively referred to as "Parties".
Price and Taxes.
2.1. Prices shown on Stryker invoices are net of discounts provided at the time of purchase and Products listed on an invoice may be
subject to additional rebates or discounts, for which separate documentation is provided by Stryker. Customer must: (i) claim the
value of all rebates and/or discounts in Customer's fiscal year earned or the immediately following fiscal year; (ii) properly report
and appropriately reflect and allocate prices paid net of all discounts and rebates in Medicare/Medicaid cost reports and all claims
for payment filed with third party payors as required by law or contract; and (iii) provide agents of the U.S. or a state agency with
access to all information from Stryker concerning discounts and rebates upon request.
2.2. Stryker's price does not include sales, use, value added, franchise, gross receipts, profits, excise, privilege, occupation, personal
property, withholding and all other federal, state or local or foreign taxes, import or customs fees and duties associated with an
order, however designated (collectively, "Taxes'. Customer will be liable for all Taxes, whether or not Stryker invoices Customer
for such Taxes (unless Customer will provide Stryker at the time an order is submitted with an exemption certificate or other
documents acceptable to taxing or customs authorities).
3. Payment Terms. Unless otherwise provided on Stryker's invoice, invoices must be paid in full by Customer thirty (30) days after the
date of Stryker's invoice. Any amount not paid on time may be subject to a late fee of 1.5% per month prorated (18% per annum), or the
maximum interest rate allowable by lacy, whichever is the highest Stryker, in its sole discretion, reserves the right to change terms of
payment and/or discontinue further shipments or suspend services, without prejudice to any other lawful remedy, in the event that: (i)
the sale would cause to be exceeded any credit limit that Stryker will have extended to Customer under Section 4 below; (ii) if at anytime
Stryker determines that Customer's financial condition or credit rating does not justify a sale on credit; or (iii) Customer is at any time in
default in any indebtedness or obligation that Customer owes to Stryker. Stryker may require advance payment or may ship Cash on
Delivery ("COD"). Payment must be made to Stryker at the location designated in Stryker's invoice. Customer must notify Stryker in
writing of any disputed invoice within fifteen (15) days of its receipt The writing must provide Stryker with sufficient detail regarding
the basis and amount of the dispute. If Customer does not dispute an invoice within fifteen (15) days of its receipt, such invoice will be
deemed to have been approved and accepted by Customer.
4. Credit Policies. lased upon Customer's financial position and payment history„ Stryker ntay, in Stryker's sole discretion, assign
Cus'toiner a °edit htnit. Customer's total pending orders and outstanding accoutits payable to Stryker rnust rentain within the amount: of
the credit limit Stryker may at any time, in Stryker's sole discretion, modify or discontinue Customer's credit limit or modify Stryker's
credit terms and other credit policies. Neither this paragraph nor any other provision of these Standard Terms of Sale makes Customer a
dealer or distributor of Stryker or obligates Stryker to sell any Products to Customer.
S. Delivery, Title and Risk of Loss. Unless otherwise provided on an invoice, or except for Products purchased on a consignment basis,
all Products purchased directly from Stryker will be shipped F.O.B Origin, freight, insurance and handling prepaid and added to the
invoice. Title and risk of loss transfer to Customer upon Stryker's delivery of the Products to a common carrier. Shipping and delivery
dates are estimates only, and time is not of the essence. Stryker may ship al I the Products at one time or in portions. Stryker will have the
right to determine the: met had of shipment and routing of the Products, unless Stryker agrees othenvise in writing. Stryker will not utilize
Customer's designated third party freight management service to ship Product All Products will be shipped to the address indicated in
the "ship to" portion of Customer's purchase order. Stryker reserves the right to refuse to ship the Products to third parties.
6. Consignment and Loaned Instrumentation. To the extent Products are consigned or loaned to Customer, the additional terms and
conditions set forth in in .ndix, l hereto will apply.
T. Stryker Communications Products. To the extent Products purchased by Customer include equipment and installation services
provided by Stryker's Communications division, the additional terms and conditions set forth in Altp :UdjX2 hereto will apply.
8. Trade-in Equipment. if applicable, any trade-in discount offered by Stryker and may be reflected on an invoice is an additional discount
given by Stryker as a result of trade-in equipment remitted to Stryker by Customer at Customer's request. Customer transfers and delivers
unto Stryker all of Customer's rights, title and interest in and to such trade-in equipment and all trade-in equipment must be shipped, at
Customer's expense, to the address designated by Stryker within the time period agreed to by the Parties. All trade-in equipment must be
appropriately packaged, consistent with Stryker's instructions or if such instructions have not been provided, with good commercial
practice. Customer assumes responsibility for shipment of trade-in equipment to Stryker and for risk of loss or damage during shipment
Trade-in equipment must be accompanied by a copy of the purchase order or the trade-in order number. Failure to return trade-in
equipment in accordance with these instructions may result in forfeiture of the trade-in discount, for which Stryker will bill Customer, to
be paid by Customer in accordance with Section 3.
9- Service Providers. In the event Customer utilizes any supply chain solutions and/ or invoicing systems ("Service Provider") other
than GHX, Stryker is not responsible for any fees associated -,•vith such Service Provider. Notwithstanding the foregoing if Customer
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Agreement No. 7453
ISE mw
utilizes a Service Provider at Customer's own cost, Stryker requires a separately executed agreement between Stryker and such Service
Provider which shall require the Service Provider to maintain the confidentiality of Stryker's proprietary or confidential information
("Confidential Data") and prohibits Service Provider from (i) disclosing and/or selling any data disclosed to a third party or (ii) using it
for the sole purpose of obtaining benchmarking analysis. Customer represents and warrants that any data disclosed to Service Provider
will be protected by confidentiality language no less stringent than in these Standard Terms of Sale and also including the following
limitations: Confidential Data shall not be sold to a third party or used for the any purpose other than for the reason it was disclosed (e.g.,
billing and/or invoicing.
10. Product Training. Stryker may provide technical training, including both initial training for new users and supplemental training for
existing users, as needed to promote the safe and effective use of its Products sold to Customer. Such technical training will be provided
for any health care practitioner who uses or intends to use the Product and is employed by, or is on the active medical staff of, Customer.
If Stryker provides the technical training to a health care professional, it may pay for or reimburse the reasonable expenses, including
meals, lodging and transportation, actually incurred by eligible recipients in connection with the technical training provided under this
paragraph. Such training is not deemed a condition precedent to sale of the Products or Customer's acceptance thereof.
11. Warranties, Return Policies and Maintenance.
11.1. In addition to Stryker's current standard Product warranties, if applicable, Stryker warrants that: (i) it has good title to Products
shipped directly to Customer, free of all liens, claims and encumbrances; and (ii) the Products, at the time of sale, meet applicable
FDA clearance or approval (as applicable) necessary for commercial sale. Notwithstanding the foregoing clause (i), Customer agrees
that Stryker will retain a purchase money security interest in the Products, and to any proceeds from the disposition of such
Products, until the purchase price and other charges due Stryker have been paid in full. Upon any default by Customer hereunder,
Stryker will have any and all rights and remedies of secured party under the Uniform Commercial Code which right will be
cumulative.
11.2. THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1 AND STRYKER'S STANDARD PRODUCT WARRANTY ARE THE ONLY
WARRANTIES APPLICABLE TO THE PRODUCTS SOLD TO CUSTOMER AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY
BY STRYKER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
NONINFRIGEMENT OR FITNESS FORA PARTICULAR PURPOSE.
11.3. Products returned by Customer for credit, replacement and/or repair will be at Stryker's sole discretion and in accordance Stryker's
applicable return policy.
11.4. Stryker's standard Product warranties and return policies can be found at fa lurw�1Jn
calrlLe 11aD11 . Stryker's Product
warranties apply only to (i) the original end -user purchaser of Products directly from Stryker or its authorized distributors and (ii)
Products manufactured by Stryker. Unless otherwise agreed to in writing by Stryker, non -Stryker Products are sold "as -is" with no
warranty of any kind, express or implied.
11.5. In addition to Stryker's standard Product warranties, service plans for repairs and maintenance may be purchased at any time for a
number of Stryker's capital equipment Products. These special service plans cover repair and/or maintenance that the designated
piece of equipment may require during the term of the service plan contract_ Specific service plan details are available through your
local Stryker sales representative. Stryker's service terms and conditions are set forth in Appendix 3 hereto.
11.6. Customer agrees that Stryker may monitor use of the Products, and services provided through the Products, by Customer and users
and collect and use Stryker Data, including to compile information related to the provision, operation or use of a Product, facilitate
the provision of support, consulting, training and other services, and verify compliance with the terms of this Standard Terms of
Sale. Stryker may use and make publicly available, Stryker Data to the extent and in the manner permitted under applicable law.
Stryker owns Stryker Data, and Customer grants Stryker a non-exclusive, perpetual, irrevocable, transferable, sublicensable,
royalty -free, fully paid -up, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer's Content
incorporated within the Stryker Data_ "Stryker Data" means any data relating to or arising from the business operations or plans,
services and products of Stryker or the performance or use of the Products or that may aide Stryker in optimizing resources and
support; may be used to improve products or services, may be used in research and development regarding products or services;
may be used in verification of security and data integrity of products or services or in resource planning, industry trends,
benchmarking, or contract administration (e.g., data used for sales compensation), and any Personal Information that is aggregated
and not identified or identifiable to any individual-
12. Software License.
12.1. Certain Products contain software that is installed into the Products by Stryker. Stryker owns this software and each sale of a
software -containing Product is not a sale of such software; it includes only a license to use the software in the Product in which the
software was initially installed solely in accordance with the documentation provided with such Product. The license for any such
software may be embedded in the equipment, the product documentation or available on
tla .,Jl,epw, Frei^.kq,a�ksula„„tw�k�ial ,�titugi:�l„ and shall automatically apply to such product on first use of the product ANY
SOFTWARE LICENSE PROVIDED BY STRYKER DOES NOT EXTEND TO ANY MAINTENANCE OR SERVICE SOFTWARE SHIPPED TO
OR LOCATED AT CUSTOMER'S PREMISES WHICH IS INTENDED TO ASSIST STRYKER EMPLOYEES OR AGENTS IN THE
INSTALLATION, TESTING, SERVICE, AND MAINTENANCE OF ANY PRODUCT. CUSTOMER ACKNOWLEDGES THAT SOFTWARE
PROVIDED WITH A PRODUCT MAY CONTAIN THIRD PARTY SOFTWARE (INCLUDING BUT NOT LIMITED TO OPEN SOURCE
SOFTWARE LICENSES), AND THAT SUCH SOFTWARE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE APPLICABLE LICENSE
THAT ACCOMPANIES IT. A LIST OF OPEN SOURCE SOFTWARE USED IN STRYKER PRODUCTS AND THEIR APPLICABLE LICENSES
MAY BE FOUND ATdt lu���:P.�•
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Agreement No. 7453
Sytir'
12.2. Any license granted by Stryker to use the software contained in its Products does not give the licensee the right to copy, alter,
disassemble, reverse engineer, create derivative works of such software or to use such software in either original or modified form
in any product other than the Stryker Product in which the software was initially installed by Stryker. Such use is strictly prohibited.
12.3. Prior to delivering a Product containing software, Stryker may, but is not required to, require Customer to execute a license
agreement to acknowledge the terms of this Section 12 and any additional terms under which Stryker may elect to license its
software. If a Customer elects not to sign a license agreement, Stryker reserves the right to cancel the order for the Product
containing the software. If Customer accepts a Product without agreeing to any additional licensee agreement, Customer is still
bound by the license term set forth herein. If Customer receives a Stryker Product without executing a license, the Customer is still
bound by the applicable license.
13. Indemnity.
13.1. Stryker agrees to indemnify Customer from any third party liability ("Claims") which Customer suffers directly as a result of: (i) a
defect in workmanship of the Products that are manufactured by Stryker; or (ii) if applicable, a defect in the reprocessing services,
for any Products that are subject to Stryker's reprocessing services. This indemnification does not apply to Claims arising from: (a)
an injury due to the negligence of any person other than an employee or agent of Stryker; (b) the failure of any person other than
an employee or agent of Stryker to follow any labeling, manuals and/or instructions for use of the Products; (c) the use of any
product (or any accessories) not purchased from Stryker; or (d) Product: that has been uaotlified, altered, or repaired by any per -soil
other than an employee or agent of Stryker. Customer agrees to indemnify Stryker against any Claims to the extent arising from («a)
through (d) above due to the negligent acts or omissions of Customer or its officers, employees, representatives or agents. The rights
and obligations relating to indemnification for any Claims relating to a Product are expressly defined only by these Standard Terms
of Sale.
13.2. Stryker's indemnification obligations under this Section 13 are conditioned on Customer promptly providing Stryker with timely
written notice of any Claim for which indemnification is sought. Stryker will not agree to any settlement or compromise that imposes
or results in any finding of fault or any restriction or obligation on the part of Customer without Customer's prior written consent
(which will not be unreasonably withheld).
14_ Insurance_
14.1. Stryker will maintain general liability insurance, including coverage for products and completed operations liability, auto liability
insurance and workers' compensation and employer's liability insurance subject to appropriate limits covering claims alleging
negligence by or liability of Stryker that might arise out of Stryker's execution under these Standard Terms of Sale. To the extent
permitted by applicable laws and regulations, Stryker has the right to comply with this requirement through a program of self-
insurance. When requested by Customer in writing, Stryker will furnish an insurance certificate or other documentation evidencing
the insurance or self-insurance coverage required above.
14.2. Customer will maintain appropriate types of liability insurance subject to appropriate limits covering claims alleging negligence by
or liability of Customer that might arise out of purchases of Products by Customer hereunder, including liability arising out of
Customer's indemnity obligations set forth in Section 13 above. When requested by Stryker in writing, Customer will provide a
certificate of insurance evidencing such coverage.
15. Limitation of Liability. STRYKER'S LIABILITY ARISING IN CONNECTION WITH OR UNDER THESE STANDARD TERMS OF SALE
(WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, NEGLIGENCE, STRICT LIABILITY
OR ANY OTHER THEORY OF LAW) WILL NOT EXCEED THE PURCHASE PRICE OF THE APPLICABLE PRODUCTS MINUS DEPRECIATION
OR IN THE CASE OF SERVICES, SERVICE FEES PAID BY CUSTOMER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
NEITHER PARTY WILL BE ENTITLED TO, NOR WILL BE LIABLE FOR, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, PROFITS OR REVENUE OR BUSINESS
INTERRUPTION.
16. Confidentiality. Stryker and Customer: (i) will hold in strictest confidence Product pricing, proposals, invoices and any information and
materials which are related to the business of the other or are designated as proprietary or confidential, herein or otherwise, or which a
reasonable person would consider to be proprietary or confidential information; (ii) hereby covenant that, subject to Section 2.1, they
will not disclose such information to any third party without prior written authorization of the one to whom such information relates;
and (iii) agree that any breach or threatened breach of this section may cause irreparable harm, that a remedy at law will be inadequate
to remedy such a breach or threatened breach, and that this section will be enforceable byway of a restraining order or injunction, without
the necessity of posting a bond, in addition to any other available legal remedies.
17. Default. In the event of Customer's default in payment for the Products purchased hereunder, Customer will be responsible for all
reasonable costs and expenses (including reasonable attorneys fees) incurred by Stryker in collection of any sums owing by Customer,
and Stryker will not be obligated to make any further deliveries to Customer. Should Customer elect to cancel its order, in whole or in
part, Customer will be liable to Stryker for any non-refundable deposits and reasonable cancellation charges that will include, but not be
limited to, all costs and expenses incurred by Stryker in connection with procuring and filling Customer's purchase order.
18. Unavoidable Delay. If Stryker is notable to finish and deliver the Products to Customer on time because of anything that Stryker cannot
control (such as act of God, casualty, labor trouble, accidents or unavailability of supplies or transportation), then the estimated delivery
time will be extended accordingly, and Stryker will not be liable to Customer for any damages that the delay causes.
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Agreement No. 7453
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19_ Compliance with Law; Not For Resale or Export. Customer represents and warrants that it: (i) will comply with all applicable laws
and regulations of the various states and of the United States in the use of the Products; and (ii) is buying Product(s) for its internal use
only, and not for resale or export.
20_ Miscellaneous. These Standard Terms of Sale constitute the entire agreement between the Parties with respect to the purchase of
Products, and any modification or amendments must be in writing and signed by both Parties. The Standard Terms of Sale are in lieu of
and replace any and all terms and conditions set forth in any documents issued by Customer: In the event the Parties enter into a written
agreement with respect to the purchase of Products and there is a conflict between the written agreement and these Standard Terms of
Sale, the terms and conditions of such written agreement shall govern. Any additional, different, or conflicting terms and conditions on
any such document issued by Customer at any time are hereby rejected by Stryker and will not be binding in any way on Stryker. Neither
Parry will transfer or assign any or all of its rights or interests, or delegate any of its obligations, hereunder, without the prior written
consent of the other Party (which consent will not be unreasonably withheld); provided, however, Stryker may assign its rights or
interests, or delegate its obligations, in whole or in part, to any of its affiliates without the prior consent of Customer. The Standard Terms
of Sale will be binding upon, will inure to the benefit of, and be enforceable by permitted successors and assigns of the Parties. The rights
and remedies conferred under these Standard Terms of Sale apply only to Stryker and Customer and will not be construed to inure to the
benefit of or provide any right of action to any other person, including without limitation any patient or third -parry payor. In the event
that any provision of these Standard Terms of Sale is determined to be unenforceable or invalid, such provision will nonetheless be
enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any
other remaining provisions. These Standard Terms of Sale will be governed by and construed in accordance with the laws of the State of
Michigan as applicable to contracts made and to be performed in that state, without regard to conflicts of laws principles.
21_ Professional Services. Stryker may provide professional services to Customer, including, but not limited to, consulting, advisory,
program development and implementation and data analytics services. Such services are only provided to Customer, and governed by,
separate services contracts entered into by Stryker and Customer and are not subject to these Standard Terms of Sale.
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Agreement No. 7453
�lrn,'K r
APPENDIX 1 - CONSIGNMENT AND LOANED INSTRUMENTATION TERMS
Consignment-
1.1. Stryker will place at Customer's facility on a consignment basis, such quantities and types of Product as Customer and Stryker may
mutually agree upon (the "Consigned Inventory'. The initial quantities, types and applicable par levels for Consigned Inventory
(and any future modification thereto) will be agreed upon in writing by the Parties. Customer must provide appropriate space to
store and safeguard the Consigned Inventory. Customer fully acknowledges and accepts complete responsibility for the Consigned
Inventory and agrees to handle and store the Consigned Inventory in compliance with all applicable Product labeling, laws and
regulations. Customer agrees to maintain protocols and/or procedures to ensure compliance with the same.
1.2. All Consigned Inventory is the property of Stryker until withdrawn by Customer; however, Customer accepts all risk of loss and full
responsibility for the condition of any shortages in and the payment for all Consigned Inventory which may be used, opened, lost,
or damaged. Customer must return to Stryker all damaged Consigned Inventory, and Stryker will arrange to have the damaged
items destroyed. Customer must use reasonable efforts to: (i) identify all Consigned Inventory as being the property of Stryker and
label it separately by Stryker division within Customer's storerooms and operating rooms; (ii) separate Consigned Inventory from
property of Customer (including products housed in inventory carts); and (iii) maintain complete and accurate records concerning
the Consigned Inventory.
1.3. Customer, in its sole discretion, will determine whether to withdraw items of Consigned Inventory. As a Product is withdrawn from
the Consigned Inventory, the Product will be deemed to have been purchased by Customer, title in the Product will pass to Customer
and title in the sale proceeds will vest in and belong to Stryker. Within two (2) business days from the withdrawal from Consigned
Inventory, Customer must issue to Stryker a purchase order for such withdrawn Product. In the event Customer fails to issue a
purchase order to Stryker, Stryker, at its option, may place Customer on credit hold and remove Consigned Inventory from
Customer's facility. Customer acknowledges that Stryker incurs substantial administrative costs when purchase orders are delayed
beyond the purchase order issuance timeframe set forth herein. Stryker shall assess, and Customer shall pay, an administrative
surcharge for the delayed issuance of purchases orders as follows (the "Administrative Surcharge"): 2% of the purchase order
amount for a purchase order issued one to five (1-5) days late; 5% of the purchase order amount for a purchase order issued six to
ten (6-10) days late; 8% of the purchase order amount for a purchase order issued eleven to fifteen (11-15) days late; 10% of the
purchase order amount for a purchase order issued sixteen (16) or more days late.
1.4. Stryker may conduct an audit (including a physical inventory) of the Consigned Inventory during business hours upon 24 hours'
notice to Customer. In the event that Stryker's audit of the Consigned Inventory concludes that inventory is missing, Customer agrees
that it will pay to Stryker any mo'tles "rhich are due and owira,g based on the missing, inventory. In the event that Stryker's audit of
the Consigned Inventory concludes that surplus exists„ Strykerwill adjust Consigned Inventory par levels as necessary to reflect
the levels as determined by the audit. Customer and Stryker agree to meet within fifteen (15) days after an audit has been completed
by Stryker to resolve whether a surplus or a shortfall exists.
1.5. In the event the Consigned Inventory includes human tissue grafts, Customer agrees to: (i) comply with all applicable federal and
state laws and regulations relating to the consigned human tissue grafts, including, without limitation, all applicable tissue tracking
requirements and applicable standards and guidelines adopted by the American Association of Tissue Banks; and (ii) control the
consigned human tissue grafts according to temperature requirements and JCAHO Tissue and Issuance Standards 17.10, 17.20, and
17.30.
1.6. Upon notice or expiration or termination of a consignment arrangement, Customer will, within ten (10) days, deliver as directed by
Stryker all Consigned Inventory then in the possession or control.
Loaned Instrumentation. If applicable, Stryker may provide certain of its non -disposable orthopaedic surgical instruments
("Instrumentation") to Customer as follows:
2.1. Stryker will place at Customer's facility on a loaned basis, such quantities and types of Product or Instrumentation as Customer and
Stryker mutually agree upon (collectively, the "Loaned Inventory').
2.2. Customer will have no ownership interest in the Instrumentation; however, Customer is responsible for maintaining the
Instrumentation in good condition and for using reasonable care in its handling and storage. Customer will be responsible for any
loss of or damage to the Instrumentation. Customer must use reasonable efforts to (i) identify all Loaned Inventory as being the
property of Stryker, (ii) separate Loaned Inventory from other property of Customer, and (iii) maintain complete and accurate
records concerning the Loaned Inventory.
2.3. Except as otherwise provided, Instrumentation will be provided by Stryker on a loaned basis at no additional cost or expense to
Customer except as noted in the preceding paragraph. The Instrumentation provided is restricted for use with the Products only
and is not separately reimbursable and has no independent value. Customer will maintain appropriate property insurance on the
Instrumentation during the term of any Instrumentation loan arrangement to provide coverage against loss by theft, fire damage,
acts of nature or other cause. Upon request by Stryker, Customer will provide a certificate of insurance evidencing such coverage,
which will name Stryker as a named insured and loss payee, as its interests may appear.
2.4. Upon expiration of termination of an Instrumentation loan arrangement, Customer shall with ten (10) days, deliver by Stryker all
Loan Inventory then in its possession or control.
a
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APPENDIX 2 — STRYKER COMMUNICATIONS EQUIPMENT PURCHASE
AND INSTALLATION SERVICES TERMS
The terms of this Appendix 2 will apply to Customer's purchase of Stryker Communications equipment ("Equipment') and any related services
from Stryker's Communications division. In the event of a conflict or inconsistency between the Standard Terms of Sale and this Appendix 2,
relative to Equipment and services sold by the Communications division only, this Appendix 2 will govern. Stryker Communications may offer
standalone software products to Customer. Such software is only licensed to Customer, and governed by, separate software license agreements
entered into by Stryker Communications and Customer and are not subject to these Standard Terms of Sale, including this Appendix 2.
1. Equipment purchases_
1.1- 1.1.1. Deposit: A non-refundable deposit of fifty percent (50%) of the Equipment purchase price will be due upon Stryker
Communications acceptance of Customer's purchase order C"Deposit").
1.1.2. Additional Payments: Additional payments for Equipment will be invoiced upon Stryker Communications shipment of the
Equipment and are payable by Customer in accordance with the Standard Terms of Sale.
1.1.3. Engineering Services: Charges for any Engineering Services (as defined in Section 1.3 below) will be invoiced by Stryker
Communications as they are performed, or upon shipment of Equipment to Customer, whichever is later. Such invoices are
payable by Customer in accordance with the Standard Terms of Sale.
1.1.4. Contingency: Customer may elect to include a contingency charge amount on its purchase order that maybe applied as a credit
for potential future changes or additions to the Stryker Communications Equipment that Customer wishes to purchase
("Contingency Charge"). If Customer elects to make such a change or addition, any charges for such change or addition will be
added to the Equipment purchase price and will be deducted from the Contingency Charge until such Contingency Charge is
exhausted. Customer may make changes or additions in an amount up to the then current balance of the Contingency Charge
without initiating the Change Order process as further described in Section 1.4 below. Pricing for all Equipment changed or
added in such a way will be at a discount off Stryker Communications list price equivalent to the discount provided on the
applicable purchase order. In the event of an unapplied Contingency Charge balance upon completion of the order, Customer
will not be obligated to pay such amount. Unapplied Contingency Charge balances may be cancelled upon written request from
the Customer.
1.2_ Shipment• t ;illation Dates:
1.2.1. The Parties agree to estimate the date that installation of the Equipment will occur (the "Anticipated Installation Date"). The
actual dates of shipment will be mutually agreed upon between Stryker Communications and Customer ("Shipment Date '�;
p c, jde,t1,,o.x eyvr, that the Anticipated Installation Date may not be changed less than eight (8) weeks prior to the scheduled
Anticipated Installation Date. Stryker Communications will use its commercially reasonable best efforts to meet all Shipment
Dates requested by Customer. Customer understands that production and installation scheduling will not occur until Stryker
Communications' receipt of: (i) Customer's deposit payment pursuant to Section 1.1.1; and (ii) a completed shipment and
installation date confirmation form. If Customer requests a rescheduling of the installation date with less than eight (8) weeks'
notice prior to the Anticipated Installation Date, Customer agrees to accept all shipments of ordered Products no later than the
original installation date and, if necessary, make necessary arrangements for storage of the Stryker Communications Equipment
at Customer's expense until the rescheduled installation date.
1.2.2. If Customer delays or extends shipment or installation of the Equipment, Customer will arrange for and notify Stryker
Communications of the place or places to which Stryker Communications will ship the Equipment for storage at Customer's
expense and all risk of loss or damage to the Equipment will be the responsibility of the Customer. Stryker Communications will
invoice Customer for the Equipment upon shipment and Customer agrees to pay such invoice in accordance with the Standard
Terms of Sale.
1.3. Engineerinr+aces: Stryker Communications agrees to provide the engineering services described in the project proposal
provided to Customer, if any, subject to the terms and conditions hereof ("Engineering Services'.
1.4. (31a ,e Ortled : Options, upgrades and additions to Stryker Communications Equipment may be available ("Change Orders'.
Change Orders will require a new purchase order or an addendum to the original purchase order, which could result in changes to the
total purchase price. Change Orders made less than eight (8) weeks prior to the scheduled installation date may result in shipping
delays and additional expenses for expedited shipping.
Installation Services: Charges for Installation Services (as defined in Section 2.2 below) will be invoiced upon Customer Acceptance
(as defined in Section 2.2 below). If installation of the Equipment is completed in phases at Customer's request, Stryker Communications
will invoice Customer separately for the Installation Services provided in each phase. Such invoices are payable by Customer in
accordance with the Standard Terms of Sale.
2.1. fustomerAgceptance., Acceptance of Installation Services will occur on the earlier of the following: (i) Stryker Communications'
receipt of a "Customer Acceptance Form' signed by Customer; (b) clinical utilization of Stryker Communications Equipment by
Customer; or (iii) fifteen (15) days after the completion of installation of Stryker Communications Equipment ("Customer
Acceptance').
2.2. Lrist llati n S The Installation Services to be provided by Stryker in connection with Stryker Communications Equipment are
further defined in the project proposal provided to Customer (the "Installation Services �. t2 4� 1'. ps )am .� s tt2laj, tA1 av t o"'
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Agreement No. 7453
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consult the appropriate Stryker Communications Sales Representative with any questions. If additional Installation Services are
required: (i) because of Customer's failure to complete its Pre -Installation Responsibilities described below in Section 2.4.2; (ii)
because of a Customer requests to install in a manner dissimilar to that quoted (e.g. weekends only); or (iii) if the installation date is
rescheduled with less than eight (8) weeks' notice prior to the Anticipated Installation Date, Stryker Communications may, at its
discretion, invoice Customer an additional $1,500 per day per installation technician.
2.3. 51rA
2.3.1. Pre -Installation Meeting Responsibilities: Stryker Communications will facilitate an Equipment pre -installation planning
meeting to be held at Customer's site before construction begins. At, or before this meeting, Stryker Communications will
provide Customer and Customer representatives with Stryker Communications Equipment pre -installation guide ("Pre -
Installation Guide"). Additional detailed pre -installation requirements are included in the Pre -Installation Guides. All pre -
installation work performed must adhere to the Pre -installation Guide. Stryker Communications will schedule and lead the
discussions and review the Drawings (as defined in Section 2.4.2 below) with Customer's Project Manager, Clinical Department
Manager and representatives from all installing contractors. Stryker Communications will schedule and lead the discussion and
review of the Pre -Installation Guide and designation of exact responsibilities of all contractors. Stryker Communications will
schedule and lead the discussion of mounting plate(s) placement, pre -install design specifications and routing requirements of
all applicable services.
2.3.2. Layout/Placement Drawings: Stryker Communications will provide final Equipment layout/placement drawings
("Drawings") for reviewwithin five (5) business days of acceptance of purchase order and Deposit payment The Drawings will
include Product placement and configuration of services. Within six (6) weeks after acceptance of Customer's purchase order
and no less than fourteen (14) weeks before the scheduled Shipment date, Customer must deliver to Stryker Communications a
copy of the signed Drawings, which have been approved by the Customer's Project Manager and the Clinical Department
Manager (or respective designees). Customer understands Stryker Communications will not schedule production until the
signed Drawings are received by Stryker Communications; and Stryker Communications is not responsible for any direct or
indirect costs related to resulting delays.
2.3.3. Inspection and Evaluation Responsibilities: Stryker Communications will review superstructure requirement (e.g. weights
and moments) with Customer's contractors and Project Manager. When requested, Stryker Communications will provide
Customer with knowledgeable third -party resources regarding superstructure. Any consulting done with said third parties will
be at the Customer's expense. Stryker Communication will review equipment installation procedures and process with
Customer. Stryker Communications will track construction schedules and make certain both Parties are adhering to originally
agreed upon timelines. Stryker Communications will provide Customer with specifications necessary to order applicable
network services (obtaining and payment for these services are the Customer's responsibility).
2.3.4. Installation Responsibilities: Stryker Communications is responsible for the Equipment installation responsibilities as stated
in the Pre -Installation Guide (these responsibilities apply only to purchased Stryker Communications Equipment unless
otherwise agreed upon in the project proposal).
2.3.5. Technical Support: Technical phone support for trouble shooting and technical questions on the Equipment is available at no
charge to Participant during the applicable warranty period. Technical phone support for trouble shooting and technical
questions is available 8:00 a.m. to 5:00 p.m. CST Monday- Friday. Additional service and support packages, if not purchased
under this Agreement, are available at Stryker Communications then -prevailing rates for such services. Please contact your
Stryker Communications Sales Representative for more information.
2.4. Customer RMonsibilities
2.4.1. Customer Pre -Installation Meeting Responsibilities: Customer commits to: (i) ensure representatives of Customer's
contractors (e.g. electrical, mechanical, gas installer, architect, structural engineer) and Customer's Project Manager, Clinical
Department Manager, and any other appropriate Customer personnel are in attendance at all meetings; (ii) provide final
completion dates for completion of electrical panel test, gas performance test, and superstructure; Ciii) obtain all necessary
permits, inspections and/or licenses related to the proposed work; Civ) ensure that the superstructure meets the Stryker
Communications requirements; Cv) ensure that all Customer requirements in the Pre -Installation Guides have been addressed;
and (vi) provide network access (as applicable).
2.4.2. Customer Pre -Installation Responsibilities: Prior to installation date, Customer agrees to: (i) remove all old Equipment from
the installation area and transport to Customer's disposal area; (ii) provide ready access to installation sites) for Stryker
Communications personnel; (iii) ensure that the installation site has been prepared in compliance with Stryker Communications
specifications as detailed in the Pre -Installation Guides, (including the installation of mounting ring and other support apparatus
for the Equipment); (iv) ensure all conduits and gas installation provided by Customer's contractors are installed as specified in
the Drawings and any applicable architectural drawings; (v) ensure Equipment shipping containers (unopened) are in the
installation location (including endoscopic equipment if applicable); (vi) ensure that AC electrical circuits are installed as
provided in the Pre -Installation Guides; and (vii) ensure data and other rough -in requirements specified in the Pre -Installation
Guides are connected, working and complete. Customer understands and agrees to complete and send to Stryker
Communications the install and ship confirmation form at least eight (8) weeks prior to installation date.
2.4.3. Customer Installation Responsibilities: Customer responsibilities include: (i) arrange for a locally certified electrician to
complete electrical power connections to Stryker Communications Equipment; (ii) arrange for a locally certified medical gas
technician to test gas connections in Stryker Communications Equipment; (iii) ensure that the Customer designated staff
members who are responsible for Product maintenance are available for instruction on basic maintenance procedures; and (iv)
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Agreement No. 7453
stryker
perform inspection and functional assessment of installed Stryker Communications Equipment to agreed upon specifications
and provide written notification of approval (Customer acceptance form) or complete a project punch list (nonconforming items
that have no functional effect on the system) within ten (10) business days of completed Installation Services.
2.4.4. Stryker Communications an ' d Customer jointly agree to organize an inspection and valuation meeting to be held at least thirty
(30) days before installation date. Customer is responsible for ensuring all appropriate personnel are in attendance.
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Agreement No. 7453
Or %,vy I(er
APPENDIX 3 - PROCARE SERVICES — TERMS AND CONDITIONS
The terms of this Appendix 3 will apply to Customer's purchase of Services as outlined in the Stryker Quote for Service ("Quote"). In the event
of a conflict or inconsistency between the Standard Terms of Sale and this Appendix 3, relative to Service, this Appendix 3 will govern.
1. Service. Stryker will perform the repair and maintenance services (collectively, the "Services") to Capital Equipment ("Equipment")
rendered in connection with the Quote.
2. Service Terms and Conditions. The Services will be subject to the ProCare Services Terms and Conditions set forth below.
3. Product Maintenance_ Customer is required to adhere to the routine maintenance instructions provided by Stryker, its equipment
and operations manuals, and accompanying labels and/or inserts for each item of Equipment Customer covenants and agrees that its
appropriate user personnel will follow the instructions and contents of those manuals, labels and inserts.
4. Warranty; Limitations of Warranty and Liability. During the Term, Stryker warrants, with the exception of software maintenance
services, the following:
4.1. Stryker has the experience, capability and resources to perform the Services, and Stryker further represents and warrants that the
Services will be performed in a workmanlike manner and with professional diligence and skill;
4.2. Services will comply with all applicable laws and regulations and all applicable standards set forth by law or ordinance or
established by the rules and regulations of any Federal, state or local agency, department, commission, association or pertinent
governing, accrediting or advisory body, including The Joint Commission having authority to set standards for healthcare facilities;
4.3. If the Services are to be performed on Customer's premises, Stryker represents and warrants that Stryker will comply with all
applicable safety laws and Customer's then current safety and other applicable regulations, all human resource policies and health
and drug and alcohol screening policies; provided that Customer has provided advance written notification of such rules,
regulations and policies to Stryker;
4.4. Stryker currently has, or prior to the commencement thereof, will obtain, pay for, and maintain any and all licenses, fees, and
qualifications required to perform the Services.
4.5. TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH HEREIN ARE THE ONLY WARRANTIES
APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER, AND STRYKER HEREBY
EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING, BUT
NOT LIMITED TO, MERCHANTABILITY, NON -INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO INSTANCE WILL
STRYKER BE LIABLE TO CUSTOMER FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR
CONSEQUENTIAL DAMAGES OR ATTORNEYS' FEES OR COSTS.
5. Customer Obligations. Customer will use commercially reasonable efforts to cooperate with Stryker in connection with Stryker's
performance of the Services. Customer understands and acknowledges that Stryker employees will not provide surgical or medical
advice, will not practice surgery or medicine, will not come in physical contact with the patient, will not enter the "sterile field" at any
time, and will not direct equipment or instruments that come in contact with the patient during surgery. Customer's personnel will refrain
from requesting Stryker employees to take any actions in violation of these requirements or in violation of applicable laws, rules or
regulations, Customer policies, or the patient's informed consent. A refusal by Stryker employees to engage in such activities will not be
a breach of the Standard Terms of Sale. Customer consents to the presence of Stryker employees in its operating rooms, where applicable,
in order for Stryker to provide Services under the Standard Terms of Sale and represents that it will obtain all necessary consents from
patients.
6. Limitations and Exclusions from Service. Notwithstanding any other provision set forth herein, the Services not covered under
this Standard Terms of Sale as determined by Stryker in its sole discretion are as follows: (a) abnormal wear or damage caused by reckless
or intentional misconduct, abuse, neglect or failure to perform normal and routine maintenance as set out in the applicable maintenance
manual or operating instructions provided with the Equipment; (b) catastrophe, fire, flood or act(s) of God; (c) damage resulting from
faulty maintenance, improper storage, repair, handling or improper use (including use of non -Stryker accessories or consumables),
damage and/or alteration by non -Stryker -authorized personnel; (d) equipment on which any original serial numbers or other
identification marks have been removed or destroyed; (e) damage caused as a result of the use of the Equipment beyond the useful life, if
any, specified for such equipment in the user manual; (f) service Stryker cannot perform because the Equipment has been discontinued
or its parts have been discontinued or made obsolete; (g) service to the Equipment if the Equipment or the Equipment site is contaminated
with potentially infectious and/ or biohazardous substances; (h) Equipment that has been repaired or used with any unauthorized or
non -Stryker components or by an unauthorized or non -Stryker third party; (i) any Services provided by Stryker Endoscopy do not include
replacement lamps, fee -based software upgrades, voice control upgrades and disposable or consumable products or parts; (j) any Services
provided by the Stryker Medical division do not include batteries (unless stated in Stryker's quote), mattresses, disposable items, IV poles or
rust or corrosion damage; (k) any Services provided for Equipment used for Navigation does not include: (i) parts, labor & travel associated
with hardware or instrument upgrades needed to accommodate software upgrades, and (ii) products associated with or required for use
to accommodate software upgrades; or (1) any Services provided by Stryker Communications do not include surgical light replacement
bulbs, documentation stations, fee -based soft -ware upgrades, service lines, mounting structures, upgrades/field modifications and
disposable or consumable products or parts. Customer agrees to provide personal protective equipment ("PPE' to OnSite/Clinical
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Specialists. Notwithstanding anything else in this Standard Terms of Sale in the event Customer fails to provide appropriate industry -
standard PPE to all OnSite/Clinical Specialists, as determined in Stryker's sole discretion, then Stryker may immediately, in its sole
discretion: (i) suspend the OnSite/Clinical Specialist Coverage until Customer provides such PPE; or (ii) terminate the applicable Service.
Indemnification.
7.1. Stryker will indemnify Customer against any third party liability and/or damages ("Claims") which Customer suffers directly as a
result of bodily injury (including death) or property damage arising solely from the gross negligence or, willful misconduct of
Stryker or its employees agents„ or contractors in the course of providing Services, The foregoing indemnification will not apply to
any Claims arising from: (i) an injury or damage due to the negligence of any person other than a Stryker employee or agent; (ii) the
failure of any person other than a Stryker employee or agent to follow any instructions outlined in the labeling, manual, and/or
instructions for use of the Equipment; (iii) the use of any equipment or part not purchased from Stryker; or (iv) any equipment or
any part thereof that has been modified, altered or repaired by any person other than Stryker's employee or agent. Customer agrees
to indemnify and defend Stryker against any Claims arising from (i) through (iv) above due to the negligent acts or omissions of
Customer or its officers, employees, representatives or agents.
7.2. Stryker's indemnification obligations under this Section 7 are conditioned on Customer promptly providing Stryker with timely
written notice of any Claim for which indemnification is sought. Stryker will not agree to any settlement or compromise that
imposes or results in any finding of fault or any restriction or obligation on the part of Customer without Customer's prior written
consent (which will not be unreasonably withheld).
8. Return of Instrumentation or Equipment. In the event instrumentation ("Instrumentation's or Equipment provided to Stryker
contains patient information ("PHI', such PHI should be removed before servicing. Moreover, PHI is not needed in order to properly
repair any Instrumentation or Equipment provided by Customer. Stryker is not responsible for and may not be held liable for the integrity
or security of any PHI contained on any Instrumentation or Equipment.
9. Confidentiality. Stryker and Customer: (i) shall hold in confidence this Standard Terms of Sale and any information and materials
which are related to the business of the other or are designated as proprietary or confidential, herein or otherwise, or which a reasonable
person would consider to be proprietary or confidential information; and (ii) hereby covenant that they shall not disclose such
information to any third party without prior written authorization of the one to whom such information relates. The rights and remedies
available to a Party hereunder shall not limit or preclude any other available equitable or legal remedies.
10. Non -Solicitation and Non -Bare_ Customer agrees that, during the Term and for a period of one (1) year following Service, it will not
solicit any employees of Stryker to terminate their employment with Stryker, unless Stryker consents in writing.
11. Background Check. Stryker warrants that all of its employees who will be on a Customer's premises to perform Services will have
undergone a criminal background check as part of Stryker's hiring practice. The background check consists of the following:
• Education verification, which includes a review of employee's submitted educational institutions to ensure proper accreditation;
• Employment history verification;
• SSN trace, including address history verification;
• OFAC Watch List search, including a search of global terrorist and national drug trafficker lists;
• FDA Debarment and Disqualified/Restricted List search;
• OIG/HHS Exclusion List check;
• EPLS/GSA Exclusion List check;
• Criminal history search, including a National Criminal Database (NCD) search and a national sex offender registry search and a
search of all jurisdictions where the employee has lived or worked during the last seven years; and
• Motor vehicle check
During the Term, a Customer may request a meeting with Stryker to review the performance, behavior or expectations of Stryker service
personnel who are assigned to provide service at Customer's facility. Any Stryker service personnel rvho willingly and knowingly violate
Customer's rules, regulations, procedures, or policies may be removed from Customer's facility at Customer's option and will be replaced
by Stryker promptly.
12. Parts and Subcontracting. Stryker may elect to use new or used parts related to the Services in its sole discretion. Stryker reserves
the right to hire subcontractors to perform the Services.
13- Independent Contractor- The relationship between the Parties is that of independent contractors. It is mutually agreed that Stryker is
at all times acting and performing as an independent contractor with respect to Customer„ and nothing is intended nor shall be constnied
to create an employer/employee relationship between Stryker and Customer. It is agreed that any person employed by Stryker to perform
hereunder shall not be deemed to be an employee of Customer, and Stryker and Stryker's employees, agents or representatives shall not
be, or represent themselves to be, officers, employees, agents or representatives of Customer.
t*ss*
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