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    Scan 0073

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    Jaya
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    @ Healthsense MASTER SALES AND SERVICES AGREEMENT This Master Sales and Services Agreement (‘Agreement’) is entered into on (Etlective Date") by and between Healthsense, Inc. (Healthsense") and the customer Wentiied on tne signature page ‘and attached) states the terms ani receive products andior services. Customer is purchasing the products and services listed below: 20% ("Customer’), This Agreement (including all Exhibits checked below id conditions ‘by which Healthsense will provide and Customer will Products and Design / implementation Services (see ExhIbi(A for detail Healthsense Packages ‘SKUIPart Number Package ‘Quantity ‘30257-0001 Basic Safety - With Pendant | '300251-0008 Basic Safely Dual Occupant Add-On - With Pendant 30251-0002 Basic Safely - No Pendant '300251-0005, ‘Basic Safety Dual Occupant Add-On - No Pendant 30252-0001 Basic Health & Safety - With Pendant '300252-0005 Basic Health & Safety Dual Occupant Add-On No Pendant ‘30252-0002 Basic Health & Safely - No Pendant I 30252-0006 Basic Health & Safety Dual Occupant Add-On with Pendant "30253-0001 Advanced Heaith & Safety with Pendant (Congregate - Studi) 30253-0002 ‘Advanced Health & Safety with Pendant (1 Br 1 Ba) '300253-0003 ‘Advanced Health & Safety with Pendant (Congregate 1 Br 2 Ba) "30253-0004 Advanced Health & Safety with Pendant (Congregate -2 Br 1 Ba) '300253-0005 ‘Advanced Health & Safety with Pendant (Congregate -2 Br2 Ba 30253-0006 Advanced Health & Safety with Pendant (Conaregate -3 Br 2 Ba) '300253-0026 Advanced Health & Safety Dual Occupant Add-On with Pendant ‘30253-0007 ‘Advanced Health & Safety with Fob (Congregate - Studio) 30253-0008 ‘Advanced Health & Safety with Fob (Congregate -1 Br 1 Bay 30253-0009 Advanced Health & Safety with Fob (Congregate - 1 Br2 Ba) "30253-0010 ‘Advanced Health & Safety with Fob (Congregate -2 Er 1 Ba) ‘30253-0011 ‘Advanced Heaith & Safety with Fob (Congregate -2 Br2 Ba) '300253-0012 ‘Advanced Health & Safety with Fob (Congregate 3 Br2 Ba) '300253-0025 Advanced Health & Safety ual Occupant Add-On with fob. ‘Additional Healthsense Equipment —| ‘SKUIPart Number Package/Device Quantity” ] '250133-2012 Call Panel (2) Gang, Double Jack, no Rua '250132-0002 Gall Lights Two Light Red/White '250106-0001 Pull Cords Battery Operated Surface Mount 250106-0011 Pull Cords, Powered [250727-0002 Call Jacks '250138-000 External Contact Sensor (Alerting) "25009-0007 Pendants '300424-0001 ‘Motion Sensors ‘30421-0001 Door Sensors '300126-0001 [Toilet Sensors 30011-0001 [Cancel Buttons Healthsense, Ine FM-C-1000 Revision 07 Master Sales & Service Agreement Page 1of3 ‘Cover Page [So0T3e0007 Bed SensorKit 300745-000T Sleep Sonsor IS 1 || =“ Aaational Equipment Part Number T Item Quantity* Sniper Router UPS 7 Rack ~ Backup Cellular Gateway (Includes Cradiepoint and cell modem) —] Site Gontoler, Rack Mount Base Ofening Products and Design/installation Services to be Involcod as Tollowsy Inv#| Milestone | Includes Payment Terms | Amo 1 | Execution of Agreement | Design and System | 10 days from invoice | “fe cece, | ars z 2 | ERTESEESTESSS® taatarecoutt | snanetoninos [y 3 | Healthsense Equipment [s lealtnsense Devices | 30 days from invoice Shipped Healthsense Device 30 days from in 4 | Project Compl Training 30 days fom invotoe | TOTAL Ts es Seu ay Se ese COTES SBT BT SOT FRSA ETT CTSA SOTO LS Talaran AETaago™ Errpibo BOWES ss BUT CTF TP Taran ase estate mn 24/7/1365 system and device monitoring for device. ‘connectivity =e Update Periodic updates to Advantage sofware to provide enhancements, Tes, Softiare Upstates and new features (not all new features included in Advantage rates) ‘Acoess to 24/7/365 Technical Support Clinical Best Practice ‘Consultation with Healiisense Clinical Team Resource (1 Gayla) ‘Support Device Assignment and Configuration Healthsense Advantage™ Technical Suppor ‘onfiguration and set up of new devices and Sensors | ‘Service (3-year service plan billed monthly as described in ExhIDIG) 7 T . ‘Customer Monthly Charge in Year 1 | 3-Year Total | “initials "Worthy Charge in years Z & 3 end Sear al seco MUGHaNGN DUSCd Oh PUrcNavOT OTTO OTESNSO TONCES The following Exhibits are incorporated into and made a part ofthis Agreement: [J __ Design and implementation Services (Exhibit A) {Standard Terms and Conditions (Exhibit 8) J Healthsense Advantage Service Terms (Exhibit C) [I Business Associate Terms (Exhibit 0) Healthsense, Inc Master Sales & Service Agreement FN-C-1000 Revision 07 Page 2 0f3 Cover Page ‘Customer represents Tat Ty Customer is a Covered Entity under HIPAA, (include Exhibit D. Business Associate Terms) Customer Taal Customer is NOT a Covered Entity under HIPAA mregeareons signing below have the right and authority to execute this Agreement for their respective entities and no further approvals are necessary to create a binding agreement. Signing below inoieates acknowledgment and acceptance of this Agreement including all Exhibits hereto. ‘Acknowledged and Agreed: Healthsense, Inc. Customer ‘Signature ‘Signature Print Name Print Name Tite Tite Date Date Aacress Addross Contact Person for Notices Contact Person for Notices Heathsense, Inc FN-C-1000 Revision 07 Page 3 of 3 Master Sales & Service Agreement Cover Page sense, Ine. - Master Sales and Servic mm Statement of Work — id Implementation Services This Statement of Work governs the provision of Design and Implementation Services (the “SOW Services”) purchased by Customer tnder this Agreement, SOW Service, Healthsense will provide the design, configuration, installation and validation of networking solution to provide infrastructure forthe Products purchased by Customer under this Agreement. The SOW Services will be proved atthe Caco ey Premises specified in he design documents and in oecordane wih th projet phases as descbsd below anda applicable oe speci Customer agreement. (If Customer ether has a preexisting network ois sowing a network from a vendor other ten Fearne fe Healtsense wil provide network validation services and may, at upon Customer's request, asa provide dian sews Phase 1: Project initiation Healthsense will assemble a project team to review Customer's requirements forthe creation of a detailed design and system engineering package © Sales, Project Managemen, IT and Materials Management personnel wil review drawings, detailed propos! package and preliminary projet schedule. Documentation will be posted tothe Compan electronic Customer Reco 1© Sales orders will be created by Healtsense's for approval by Customer ‘Billing wil occur as identified on cover page of Mast Sales and Service Agreement, Phase 2: Detailed Design and System Engineering ‘A Detaled Design and System Engineering Package fo the project will be ereated consisting of (© Wireless Design Report © Network Disgram © Equipment List, (0 Subcontractor Instructions‘Scope of Work © Contactor Drawings (© Projet Plan with ctl project timeline (documented in Project Phasing Too!) Phase 3: Site Preporotion and Network Equipment Installation A. All network hardware will be ordered by a Healthsense Materials Manager, 8. _Basel onthe proect plan the partis wil veri that installation of structured wiring within the fxiity buildings has been completed (o provide network infrastructure for Wi-Fi access points) and tested und the siperision ofthe liealoence Project Manager (© Healthsense wil conduct the folowing product configuration work with Customer to assure that product and equipment ‘reconfigured based onthe Detailed Design and System Fngincering Package, Configure Juniper Routers © VLANstubnets © DHCP server 2 WN © _Policies(Qos Verify the contiguration of sviches © VLAN 0s iil Verify the configuration of Aps 0 VLANs © SSID. js. Installation of Network Hardware © Install eabinetrack for equipment in specified locaton, © Install rouer in eabinet and tke pctines © Install switches in cabinets at specified locations and take pictures ¥. Stamup of Wisi Network © Turon Routers ‘© Turon Switches vi. Tune Network © Validate that nework performance meets HealthsenseInfastucture achieved tune AP stings and rete vii Complete Healthsense Infasirctre Guide Validation Checklist (FM1-0603) that documents conformance to Healthsense Infrastructure Guidelines, idelines and if ul coverage is not Health sense, Ine Master Sales & Servioe Agreement FNLC-10008' Revision 01 Page t of 2 Scope of Wark Healthsense Equipment installation A Teun iaeais Mangger will confinm that all Heahtsense devices have been onkred and shipped per quirements in the Detailed Design and System Engineering Packoge, Steps for setup and instalation of Healthsense deve a ite location 4. Conlirm Network Validation i, Install Healthsense equipment fii, Test Healihsense equipment © Accepance Testing - Upon completion of the installation, Healthsene ledniias wil perfomn the following ceritication test: {Testing of random devies - call buttons, sensors (mation, oor, bed et.) to ensue operation + Confirmation of al configured usr notifications per orginal configusation Document WisFi site survey results © _ Test VoIP phones to confi delivery of device sles © Complete the Installation Checklist (FM-1-0602-0A) documenting that all network and device installation has been competed and mets Healthsense Guidelines, Oban sign-off by Healthsense and Client Project Mansoor Phase 5: Training and System Delivery Tpit only encourages the participation ofthe Clint Exccutve Direc, Maintenance andor Faiities Director, 77 Director linia Diet, s well as direct staff utng the in-service tinng. ‘Training willeover (where apheahan i. Overview of Product inetions an capabilities Alert types and finetons Iii Operation ofall devices (sensors, VOIP, ete) iv Use of Portal Introduction to Assessment / Application / Best Practice vi Troubleshooting Contacting Customer Service Delivery Chess is competed by Account Manage with Client represcnative (FMGLI7Sx) 2 somer's Res ies and Project Ass Customer is responsible foe the flowing 1 Provide Healthsense with an electronic se of drawings for every oor ofthe fc 22 Provide 3 static 1P addresses fom Customer's Ineret Service Provider to be wed with the Healthsense tnternet Gateways, These must be obiained from Customer ISP and can require 3-5 weeks to process wwii ecm t that this be done early in the projet 23 Provide an operational onsite VoIP telephone stem capale of supporting witless handsets or an aerate meas ‘of accepting alr cals fom Healthsense 24 Uf Healthsense lca ell contol is provided, Cusiomer must fumish a PRI phone circu (service) fom Customers tclephone provider. Customer phone provider may require 3-5 weeks to proces this order sts ecommrentod tg this be done early inthe projec 25 Coordinate accesso living ares for installation and validation of network 26 Electrical Requirements 1 Customer wil be sespomsible for proving A/C power to designated locations fo al pars of the stem Teiting same, nluding power and wising for network equipment, skied nusing cl lights call pack, le, Healthsense equipment should lize eieits connected to back Eeneraors or power sources. Suitable locations for Healsense equipment il be agreed upon tra deehed ‘esien fi. Castomer will be responsible forall network wing for Wi-Fi access points and other network equipment. CAT or beter network cable is required. All wiring shouldbe terminated. Healiwense will peetbe conway {eawings for location of acess points on projects which include wireless design 27 Connetion to oer, non-Healisense devices of equipment (eg. smoke dtccts) wil requie the Customer provide a dry contac elosure on device for connection 28 System Configuration Information 1° Customer will work with Healthsense Projet Coordinator to complete a sytem configuration data shet senting © Call/ Responder tits © Location Tracking Information © Monitors © Users agcess ole and privileges {Custom will provide Heathsense Project Coordinator wit a lis of fail Contact Points © Director of Nursing © Idirecor © Facilities director 29 Provide Healtsense on-site staff wirless acess to the Inte. Health sense, Inc Master Sales & Service Agreement FIM-C-10008' Revision OF Page 2 of 2 ‘Scope of Work thsense, In, = Master Services Agree hibit ‘Standard Terms and Condition Teantacne gganiard Terms and Conditions are applicable to all Products and Services purchased by Caviomer and Provided by ealthsense under the Agreement |. DEFINITIONS, 1H “Advantage Services” shall mean the Heathsense Advantage Services as father described in Exhibit C 12, “Healtaene Prods shall men th Produts manufactured by Healtsense and sod wo Comer nde this Agreement 18 rare an Sees” shall mean Heatisens's services of design. imple and Vln othe Sytem fre described in shit we rein plage refer tthe Produce purchased by Customer fm Hedisns ue this Agreement and shal includ the Healthsense Products and Third Party Products, 18 Rasen ates fer al services purchased by Customer une this Aerementiacaling the Implmenaton Series and Healthsense Advantage services 1 'Sesen? sll mean the Healsese ston implemented by Hessen fr Cason, ncaing the Produ an Techy 1.7, “Technology” has meaning st forth in Section 6 below 18 “Thing pat Products” shall mean the Produc purchased by Healtvens rm thie party and esol o Customer unde tis Agreement pollinated he design document during diver of inpcmentain eniees Te pees ey ot tinwtation, Third Pay Products typically include Wii access points, network switches and rons rele RICES FOR PRODUCTS AND MEN. VICES, The prices for the iis] purchase of Products and Services by tinal or sinc hl em pci in he Base pgs fie Master Sale and Services Apres Mecareee ce te pote Bech sae also sevice purchased by Custer shall be as spot in Heasense thee cancer es Fe ls Fenn Eclat shipping ant handling and delivery charges which sal be paid by Cusiomer “Ay ie os eet charge payable by prontnomar gen exeenton of ans based yon Helen's income) with respect othe Mauls ae a Ce ea Provision oF Services, are payable by Casiomer and maybe added by Ilealacnse one * TERMS OF PAYMENT. Sue! tthe apnoval of Heathens’ Cet sparen, payers unde his Agreement are die net 30 ay thuer ina Apeemen se tere ited in dit Aueement Invoice ae patie US cuene)- Ieny panes aed eet inches PA, he de, stall bear ners at 15% per momh othe highest nate enka ks eke Adenine and rans shal hve te it among ote emedies, eet tmnt the Aaron ea a wher ds Caer gTENS th Customer in he eve Cusoer fais o make ry payment doc ner any fae oA Darn te on at na alae forall expenses ined incomes wth colleen of past duc ama et umber eatin, Abie, Customer consns and authorizes Heltvense 1 @) chat and inant Caste ee ee Cameras fies and ces reporng agencies fr purposes oven Caseers ced hor oe ean ae Gd report Customer's payment performance bereunder to credit teparting agentes * FERRERY, Pri and shipment ems are ExWorks (Uncles 2010) shiping dts for Product a approxima and re based) upon Healthsense's prompt receipt of all nsessary infomation fiom Customer to proper prea ee S. TERMINATION ENSION BY CUSTOMER. Prior to the completion of Design and Implementation Services, Customer may Teatsense ees el, ant LF ay oF al ofthe Produeservies covered by the Ageeme pried ter Cane permed ad aren hanee write alc of such teat or stsperson and pays Heliseme he Puen ea Commenced eminence fay Secllaion cares. Natwitaning the foregoing, once diver af lclduenes Aueeene ee Sommenced termination of any such services shal be subject othe applicable term and rmination povsina we feteh oe ETHEL PROLERLY RIGHTS, The Products and colletive Sytem are comprise of hare, fimwat, software, and ether Upon ta olevely “Technolgy” tha ae roprictary o Heahhense andthe espectve Hid pany Proiioe of Tie hay Heaters ee sft an Saves perth invoke tems, Heathens sls ty Coton an Cone per ty Beet od and System and license 10 we the Tecnology comprising the Prot and Soe I ee SS inlaw gene eines terms fom Helens or applicable thd pares. Escep a ohennne oviacd Yee Cinhincion wih he ape eae hetey grated a perpetual none, royally fee heese ous he Tekere ede e Spar eed ye eoaues and System purchased by Customer from Healthsense and only atthe Cisne oa ye System is installed by Healthsense, Customer may rues! addioal leenss to use copie ah ncn hes stenting fe Sea ces ts srt and atthe eure pricing Customer shall a, el ites eae thes attempting to do the same: (a) modi, reverse engineer, disassemble: decompile orale to derive sourcecode from the omer ene ng slr case communications or other ats wth the System: (dee soy opens Soe Strse ro oi om th Testnolagy or asconparyngdosuneniion,() eee dere tens ofthe Toke eh eae “Sblson lan o otherwise prvi any thd pay in any way the Tecnology, ther Of mot incor oe eo Healthsense, Ine Master Sales & Service Agreement FM-C-10008 Revision 0 Page 1of4 ‘Standard Terms and Conditions Fara as alts or allow the Technology to be aeesedor used dee by third paris, eer than in connection withthe itn Imtemal wses by Customer and ts residents, wit consent. Notwithstanding any other provision herein to the iy ing al intelectual property rights, are retained by Healhscane mology and Customer is purchasing only alicense to use the Technology withthe Syetene aa ir eativens,on non-exclusive basis shal be an eure ofthe information and data arising in connection with ite eevee eee Solano ary tt Pens monitored by the System provided Healihsense’s rights are limited to the same ede hdted ae bligtions and restrictions in this Section 6 shal be binding upon Customer andl of Customer's tncrvothe Sean sede sees ot fo discos or we (except as permite or reguied for performance by the party receiving such al nfurmation ofthe other party. “Confidential Informations used inital mean any non-public information ofa party and may include busines, cmtmeril occ iioeeeon eae SQzsr Umoush a reach of this Agreement bythe reeiving ary (v1 independently developed hy the teeing part msec Pars ceca ated personal information, Aces othe icasng pays Confidential Infomation shal be testced tone oolong in each case, need to have acess to erry out a permited ise and are bound in writing to halocan ae Seana of sueh Confidential information. The Confidential Infomation, and al copis of pat or il threat shal eat a Sanna Paty ofthe disclosing pay, andthe receiving party shal acquire ly such ih as ate exes st fh ths Agree see gh is en effet The Reciving Paty may disclose Confidential norman i raed law oregon SER Bag oelides rir noice to the Disclosing Pan, uns such pir nie i prod ty la. IFthe BA tcmms apes mpeg Section below, then use and disclnure of any Proeeted Healt Infxmation (a dfined inthe BA Terms) shal be povernede he Bo Tone LIGATION OF BUSINESS ASSOCIATE TERMS. [addition othe tems in Section 7, if Customer i "covered entity as defined in Rul inde Health Insane Portability and Aseountbiiy Act of 1986, the Health Information Technolo ir Femme aed clted roca Peep implementing regulation, sx amended fom tine to ime (collectively, "HIPAA" (as represeted by Customer onthe Sen Zaz) te pares are Hound hy addtional Business Associate Terms atached a Exhibit ihe "BA Terms) tn this Agee Ce Suge ad eoresens that itis responsible for nfvng Healtsense of any change init aus and ihe applicant HIGAA, Tote ae {iam becomes covered entity afer the effete dae of this Agreement, the partes wil amend This AgiesMeN ta Mcwpaae fe Terns RELIANCE ON CUSTOMER SUPPLIED DATA, Customer acknowledges and agrees that Heathsense wil tly upon the Customer Reaailiies and Prajeet Assumptions desricd in Exhibit as well a speciiaions, infomation, representation cfepsinins consinees oe ‘aber att or nfrmation supplied by Customer and ts ages to Healtsense inthe selection or design ofthe Protos wy Soc cacy srowsion of the Services (for example, in estimating the numberof Producs or types Srvies required forthe Sytem) tnike exe ce Agreement, Healthsense warrants thatthe Healthsense Products and Services provided by Heathense willbe fee Irom material defects in mates o¢ workmanship under ertate Gauss any crors that are found by Healthsense inthe Healhsense Products or Services Or tepar ar replace, walk ead Eaters Gncoterms 2010), that portion of the Products found by Healthsense to be defective, or relund the purchase pee of te deheones portion ofthe Healhsense Product/Services. All replacemems or repairs necessitated by inadequate maintenance: oneal see ong Usage, unsuitable power Sources or covironmentalconions.accider: mises handling, or any oer eause not the fault of Healhsens are ot covered by this lined waranty, sa shal Be ac Healhsense shall not be obligated to pay any costs or charges incurred by Customer or any other ary excep ss nay ts apres iting in advance by Healthsense. ll cons of dismantling reinsallaion and teight and the timc and expenees of cata eee ersomel and represeniatves for ste travel and diagnosis under tis warrany clause shall be bome by Cones unless asec fareednwring by Healthsense."eathsense Prods repaired and pas replaced by Healincnse under the Weranly sell Sararaed| fr theremainet of he original wartany period o nt (90) das, whichever longer. This ited waraney te on eat mae by Healhsense for Healthsense Produ sold under this Agreement and can be amended uly st wing isned ty Healthsense, THE WARRANTIES AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE 102 in Pae Pods Waaniss Third Pany Produ shall ay ony the warrany extended and permite tobe pase through by ‘he original manufacturer to Customer. Customer agrees that Healthsense has no direc waranty liabity for Tand Pane Prost 103. Watrantcs fr implementation Services. Healthsense represents and warrant that forthe Implementation Services described in Exhibit &, (a Healthsense will assign qualified professionals and managsmen of those protesionle a needed Tortie deine a ee Services: (b) Healthsense will provide all professional services necessary forthe complete design an istllaion of he Froaae o Healthsense, Ine Master Sales & Service Agreement FM-C-10008 Revision 05 Page 2of4 Standard Terms and Conditions describe in Exhibit A; (6) Healtsense's design work shall comply with applicable laws, statues, ordinances, codes, eles and ‘egulations; and () Healthsense shall perform the service in a professional and workmanlie manaee N04 Disclaimer of Warns OTHER THAN THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTIONS 10:1 ~ 103 ARON HEALTHSENSE MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUIORY, REGARDING tua Fete QSYSTEM. ANY PORTION THEREOF, OR THE IMPLEMENTATION SERVICES, “ALL OTHER WARRANTICG RONINCRICGAITY: CONDITION, MERCHANTABILITY, FITNESS FORA” PARTICULAR PURDORR Nas [NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED. JAUTATION OF LIABILIL.| IN NO EVENT SHALL HEALTISENSE BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR PATA, OR FOR SPECIAL. INDIRECT, CONSEQUENTIAL, INCIDENTAL. OR PUNITIVE DAMAGES HOWEVER caer ace REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY 10 USE THE syenuy Gn TAIURE OF PRODUCTS OR SERVICES, INCLUDING LOSSES RESULTING FROM. LOSS. MISAPPROPRING NS Oe TRAMTHORIZED “ACCESS TO OR MODIFICATION OF DATA, OR FROM MISTAKES, OMISSIONS, OR ort oes oe SRANSMISSION OF INFORMATION, OR FROM INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS “Ay TID, FASTER VIRUSES OR FAILURES OF PERFORMANCE, OR FROM THE IMPACT OF THE SYSTEM ON ANY OTHER SYSToAL goa TA EOF THE SYSTEM TO WORK AS INTENDED OR THE SERVICES TO DELIVER THE EXPECTED RESULTS ETA Ce HEALTHSENSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL HEAL Tiistanes Cont LIABILITY TO CUSTOMER FOR THE HEALTHSENSE PRODUCTS AND IMPLEMENTATION SERVICES, WIILTHINS Is FPALRAGE, TORT YNCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY. CUSTOMER EN HEALTISENSE FOR THE PURCHASE OF HEALTHSENSE PRODUCTS AND. IMPLEMENTATION: SERVICES FROM Hine SENSE: The foregoing timiatons shall apply even ifthe emedy fas a its essential purpose asthe contac, epoca Himiation INDEMNIFICATION. The following provisions shall ppl 0 all the provision of ll Prods and ll Services unr this Agreement 121, By Customer: Custom agrees to defend and indemnity Healthsene, it respective offers, directors, employees, agents, successors and assigns against any claim, suit proceeding, damage, ability, cost and expense (including rmsonahic atorsere ep eulecg a rel of relating to oF arising ffom (i) any physical injury or death or damage to real property excepto the extent such jue kes iS caused by the gross negligence or willful miscondct of Healthsense; (i) Customers beach ofthe Agrement ewan arial avs (i) changes, erations or addons o Produc, the Stem or Technology not auhoized wi by ealfeenss ‘oF Gv) Customer's negligence, misuse, improper installation, storage, maintenance or use of Prague, 122, Be Healthsenss: Heslbvense agrees o defend and indemnify Customer is espective officer, ies, employes, agents, successors and assigns against any claim, suit or preceding, damage, lisility, eost and expense (including easonable tienes’ Keg cateen {elt of telating too arising from i) any physical injury or death or damage to real propery caused by the eons meaigenes ot Lillfal misconduct by Healtsense; or (i) any allegations thatthe Heathsense Products infinge any third part US roar tis copyright or other US. imtellectua) propery; provided however, Healthense shall hive 10 liabiiy. Tot, aoe shall Healtseges {nerniyCustometapalns any infringement lai othe exen that such claim is based on musifcationsw the Prods oy Sosa not approved in wring by Healthsense. Upon notice ofan alleged infingement or ifm Heaihsense's opinion ah a eawe ee Healthsense shall have the right, a its option, to obtain for Customer the continuing right to ue the Helthsense Produce, soheteee ier noninfFinging products with similar operating capabilites. or modiy the Healsense Products s0 sl ty ae ae haces infinging, Tills SECTION 12.2 SETS FORTH HEALTHSENSE'S SOLE AND EXCLUSIVE LIABILITY AND CUSTOM SOLE AND EXCLUSIVE REMEDY FOR HEALTHSENSE’S INFRINGEMENT OF THIRD PARTY RIGHTS. 123. —Indempifcation Process Inthe event of indemnification by ether pay (respectively “Indemnifying Party”) under his Section 12: (i) the Indonaifying Party shall give the other party (ihe “indemnified Party”) prompt writen mai of any such lees i) to he eee ermited by local aw. the Indemnifid Party shall allow the IndemnifVing Party wo conta the defense and setlenens otek aes (i) te Inderited Party shall refnn rom entering ino any settlement oe compromise of such elaim without the Indore any’s Dror writen consent: and (v) the Indemnified Paty sll provide ll aintance requested bythe Indemnifying Paty ss defense or sttlement of such eaim, at he Indemnifying Party's expense Notwithstanding th above, the Indermti’ Pats tales ive notice of any claim shall lieve the Indemnilying Party of is indemnity obligations only to the extent the elu &¢ felons oe ‘tal notice and the Indmnitying Party is damaged asa result ofthe fale to givernotine COMPLIANCE WII LAWS. In is revit and use ofthe Products, S)sem and Services, Customer agrees to comply filly wi all dorlicabl Tavs and repuations including without tiitation HIPAA. and ay import and export comol awh raulsens eden ad requirements applicable (collectively “Export Laws"), Ino event shall Customer we, taster, release, impor. e\pon the syaoe Protest &Y Samponents threo in violation of Export Laws. If Cusomer becomes avare af ny noncompliance cain of noneeinen Customer wil immediately noiy Tealdasense in writing and remedy sueh non-compliance ASSIGAMENL. Customer may not assign this Agreement without Healthense's prior writen consent, ad sy sept asignment will be ieilprexided However that Customer may asign this Agreement in is entzety 1 a ary Wich acques he ene popery wie Sys ‘Fnstalled. Healthsense may assign this Agreement or subcontract any of is obligations under ths Agresrnet Wives ote Casco ‘This Aareement willie to the benefit of, and wil be binding upon, the paris and thet sucessors and permed scone Healtiense shall no be isle for delays in performance or for non-performance dos to ats of God, wa, availabilty of materials or components, explosion, accident, compliance with governmental requscs love, ‘regulations, orders or ations, or other unforeseen ctcumstances or eases beyond Heainsese's arora cour Healthsense, Ine Master Sales & Service Agreement FM-C-10008 Revision 05 Page 3 of4 Standard Terms and Conditions Le TIONS. BOTL PARTIES AGREE THAT NO CLAIM OR LEGAL ACTION ARISING OUT OF THIS AGREEMENT, THE SYSTEM OR OUR SERVICES (WHETHER BASED ON CONTRACT. NEGLIGENCE OR OTHERWISE) MAY BE BROUGIIT Mone ‘THAN TWO YEARS AFTER THE DATE THE CAUSE OF ACTION FOR SUCH CLAIM ACCRUED. GENERAL PROVISIONS. This Agreement and all Exhibits incorporated herein comprise the entice agreement between Healthsense and Coster, nd supersede all previous proposals o cntacts between the pares. The fem and cones of ths Agectent shal pores oer ay colicin terms of rowsions of any purchase orders or other document from Customer. This Asreetnent sll not Be ston ses ‘iter party snes each party fas had the opportunity to negkit its provisions, Any modifation of Weve lms and contin ma {eth in ¢ writen instrament signed by w duly authorized representative of Helhsense. The obligations ofthe tke areing vol ha Agreement which by their nature, would continue beyond the termination, cancellation or expiration ofthis Ngseement wil sa W LAW: MISCELLAN This Agreement shall be governed bythe laws ofthe State of Minnesota and applicable federal {ays without giving effet to any choice of law rule that would cause the aplication ofthe laws of any eter jurisdiction. the eeche ee for actions relating to this Agreement isthe federal andor sate courts located in Hennepin County, Minnesota The Unled Nations nner ‘on Contracts for the Intemational Sale of Product doesnot apply to this Agreement. You ages that we may sean or ahernae sence ‘Agreement int an electronic andor digital ile and that the electronic copy ofthis Agreement will serve as anoxgina.Ittay provtton af ae AAursement is determined to be invalid or unenforvable, such provision willbe ineffective tothe extent of te avaigiy wy noroneesng {tou affecting the remaining provisions of the Agreement, which will continue abe valid and enforceahle tothe fll evion perenne law. PISEETE RESOLUTION, ifs dpute or misunderstanding arises between Customer and Healthsensetltingw this Agreement, the paris ‘eee thatthe fist level of attempted resolution shal be between the partis respective manager tthe level at which the dnpute een if the disputes no resolved by such managers within seven (7) business days afer dalivery ofa writen report documenting te dispte and the Bropose resolution ofthe dapat by one party to the athe, then cach party shall within fiesn dys thteafe deliver It her ror a ‘ution document ideaifing the dispute and their respective postions. Upon rest of such document by each party the reaper sete Zimagement vice presidents or more senior representatives) ofeach party having dee authority to resolve the ar shall fe soo fey busines efforts fora prio of at est en (10) business dys to resolve the mater, which effort shall include atleast ane iepern ectng oe the location where the Products ar installed or other mutually agreeable locaton. Hn0 resolution has beea agreed upon alte cod ofl a beriod the partes are ented wo seek and pursue ater forms of legal recourse in accordance with the tems and condiuons of ths Agreearne All reports and materials received from the other party pursuant to this provision, and sateen of the ott party made psec teins ‘rovision re for purposes of negotiating astlement ofthe dispute and may not he used by in Igaion ‘Eublic Disclosures Neither party will make any press release, publi statements of other disclosures regarding the terms of this agreement Yilowt the ror writen consnt of the eer par, sich consent wll no be uveaonaly sibel. Netwitwanding the ceong Healibsense shall hae the eight to issue public sttsmentsperaning to the existence of the business relationship belveee Healthone eh Client inching the right othe limited use ofthe Client's name, logo and other reasonable non-confidential information m press elec, ee pages, advertisements and other marketing material provided Healthsense will not specifically claim Cleats endonomen of eens. Products o services Healthsense, nc Master Sales & Service Agreement FIM-C-10008 Revision 05 Page 4 of4 ‘Standard Terms and Conditions calthense rviees erms and Conditions Praekaety cne Standard Terms and Conditions (Exhibit B) he erms and conditions st forth in this Exhibit C apply to Heathsense's Drovision and Customer's receipt and use of Healthsense Advantage Services, 1 Haare caammsense ates fo provide to Customer the Healhiese Advanag Sevies atthe service level (Professional or Enterprise) Parent Customer during term as spevified below and in accordance with thy tems and conditions set Tork heteae the Hake tansss Services shal inclade the Sytem monitoring service, as well a the features as described for each appiianle one, SUSTEM MONITORING. Customer's System wil bs connected tothe Heallsense monitoring fit. Ithe Customer dos nat espond io Me, Alet event according to preesablished protocol the, Healthsense will mak reasonable fois, consinene with toed vey sy Eealhsens fesponse police. to contact the people designated on Customer’ instalaon form, it's not the respons of eine aa Comtct public emergency responder. Healthsonse may, ins sole discretion and without notice to Customee alte wend or dee ne is policies and procedures for esponding to these esalote ales. communicator tha sends signals to Healthsense’s Centervia an intemet service provide trauumers nme service provider is disconnected of out of ext, or if Customer makes modietns to hs ire Sevie eka earemision tothe Center may be intemupted. Healthsnse may, on Customer's behalf request scrices of eauipment hes nares Einede Presiding signal wansmssion services or facies under this Agremont Customer acknowledges tit thre may tees alee selene Sstem wil be unable acquire, ans, or maintain an alam signal and tat transmission may be pale orien en Haney, eondtins and cumstances beyond Heathens contol, including for purposes af expe uth lation, see aed ae failures. Healthsense snot responsible for Customer's intemet serve USTOMER PHONE NUMBERS AND CALLS TO CUSTOMERS. Customer is required to provide Healthsense with eontat information, including phone numbers fr al pendent and sensor alr cals. ‘The customer is responsible fr ponding tose namin she ort in which they ae be called and must be provide prior to the nition of sence by Healhsense Customer veame ig Fret. tree (3) general operations phone numbers for dhe routing alarms regarding s)sem ouages affecting sll oe pat ote [atten installed bas of devices. This information s aso requ prior ination of services. Is eustomers respon re inform Healthsense of any changes to these numbers or changes in the ordcr to be eed. Healthsnse may use an tartan eke Froaing stem for purposes of sleting Custct regarding service announcemens. Customer acknowledges and aes aoe Eauense may conta! Customer at the general operations phone umbers provided by Customer though we of uch vse broods ‘ystems for such announcements. This consent aplis to all general operations phone numbers regardless of whether they we hates Gil one numbers. Customer may update or change its general operations plone numbers a any time by contacting Healers Customer Central ‘TERM AND TERMINATION. 51 Term: The Healthense Advantage Services willbe provided for an intial term of three (3) years commencing upon the date that Castomer's System is installed and operational, and the necessary communications conection i eoiplcted Tiers the frase and purchase ofthe Heakhsense Advantage Sevies under the Agrecment shall rene automatically Tor succeing ane 11) ay renewal terms unless ether party provides noice ofits intent not renew atleast tiny (30) days before the ead elie ten aoe, term $2 Termination The Heahsense Advantge Services may be terminate as follows: (a) by ether party upon thin (30) days pie uion note in the event of material breach of his Agretent bythe oer pats, unkss such breach is substanaly ered dee ‘ach matce period: (b) by Healthsense upon ten (10) days writen netic of Customer's flute 10 pay applicable tees es ike, ee rete oer party dissolves of ies or has filed apunst it pion in bankrupts: (8) By Custom upon ney (9) dese pe Uti nodce for any reason, provided however that if Customer terminals the tlealhsense Advantage Sonic okey cone ‘Gantumer shall py Healthsensc an amount equal to the fes due trough the date of termination: and (c) by Falvense on inne £20) das prior writen notice foray reson, provided however tha if Healhsensetenmnats the Heslvense Advantige eons rithout cause, Healtsense shall refund any fees pu in advanee for Heallisense Advantage Services to be sevoroed Renee termination date less any amount duc to Healthense by Cusiomer. For the aveidanee of doubt a msleral beech onder ine sete, may include, but is no limited t, the following ations or inaction by Customer, fale to follow operating neues Toke fepair € replace defective pans of the System, tampering with the Sysem. andor denying Healtsene easoeble meter wits System. Healthsense, Ine. Master Sales & Servioe Agreement FM-C-1000C Revision 03 Page 1 of 2 HS Advantage Terms end Conditions 's premises after installation of Customer's System, or (f) Customer's System penerates Sicesne file alarms duc fo eicumstances beyond Healthsese's contol I Heathsense tenses for any ol the neces Seaton 53. Healthsense will refund any vane paymcnts made for Healthsense Advantage Services beyond he termination doa kes Meme du to Heathsense by Customer. The foregoing refund shall canstitde Customer's sole remedy Tor tnninciey oy Healthsense under this section or termination by Healtsense without cause under Section 5.2 sore FEES AND PAYMENT TERMS. 61 Fees, Healhense wil ivoe Cusomer for the Helthsense Advantage Services in advance on monthly bas Te monty fee ‘pated on the ital pages ofthe Master Sales and Services Agrecment is based on the number and type of devices bene mentored si uppored.Nowwilstanding the foregoing, the monthly charge will mt change fre fist eRe 12) mons of hes Ace ee ang Helisene Advantage Services on devi: puchses during the fist twelve (12) moth of this Agreement tating aeons Willbe provided a no incremental charge. ‘The morily charg will e reviewed on each twelve (12) menth aanhvecen ad oe ths Agreement and adjusted for the following anna period to over adtional monitored devices purchased sine th Wel licen ‘was made tothe monthly charge, (62 Additional Changes, Customer agrees to pay, or reimburse Heathens i Healthsense poys, false alarm fines and sssessmens well sal taxes, fees and other charges of any local governmental authority tha relate to Customer's System or Healhoone’s flea Advanage Services to Customer, Customer futher agrees to pay (a) all elecommnications chagss fr tee code epg, numbering or oter charges, (b) Healihsense's then-cutent charge for reprogramming Customer's Sytem Wo cangly taih og aes, Sads leone numbering or oter changes, an () any increases in Healthsense's coe elting to anaisson of lst sores ths Ascent In adltion Customer shall be responsible for any modifications to Customers System newrrtted by chmases sandards, and regulations of governmental or regulatory authorities, including, bu not limited Io, ay sate Fie Woche he tetany {its Protection Assocation, Undernters Laboratories, fie, medial or police department Haltsse hay eee lo rear or aoe {Gaeamers nonfunctioning existing equipment to provide Vicathvense's Healtsense Advantage Servees and Cason aes oo Uealsene's ure chares fr replaemient equipment an repairs needed to make the exsing system operat ay epson ‘on atime and material hass unless covered by warranty 63 Auto Pay and Credit Card. fy wesing the Auto-Pay of Crt Cad option Customer authorizes Healtsease to mike charges in sccordance with Customer's payment schedule, tothe creditcard, debit card, checking account or savings aevoual Costoney hee This is recuring fied payment program. Customer's authorization will remain in effect unl Healisense heccten aratey ection from Customer of is trmination, which must be atest en (10) days prior to the scheduled payment date Hay take op to three (3) months for Auto-Pay oF Credit Card payments to be implemented, and Iealthscnse will hil Customer unt aeck tane Once Auto-Pay or Credit Card payments are implemented, Customer will not receive an invoice ot salem. Should Ileana Ce unable to secure Customer's selertod payment method, Customer remains liable for timcly payments of amounts dec wade te Asrocment SCINSURER, CUSTOMER AGREES AND ACKNOWLEDGES THAT: (A) HEALTHSENSE IS NOT AN INSURER OF CUSTOMER, OTHER PERSONS LIVING IN, OR PRESENT AT CUSTOMER'S PREMISES, OR CUSTOMER'S PREMISES‘ Ok toy CONTENTS. (B) IT 1S CUSTOMER'S RESPONSIBILITY TO OBTAIN ADEQUATE CASUALTY, HEALTH AND LIADI ATS ENSURANCE COVERING CUSTOMER, CUSTOMER'S PREMISES AND ITS CONTENTS, AND OTTIER MEMBERS” OF CUSTOMER'S STAFF. RESIDENTS AND OTHER AFFECTED PERSONS AND PROPERTY: (C) HEALTHSENSE'S SERVICE FEC ARE BASED ON THE MONITORING OF ACTIVITIES OF DAILY LIVING (CADLs") AND OTHER. VALUE OF The HBALTHSENSADVANTAGE SERVICES HEALTHSENSE PROVIDES, AND HEALTHSENSE’S LIMITED LIABILITY UNDER Tasg AGREEMENT IS NOT ON THE VALUE, VALUE OF PERSONAL INJURY (INCLUDING DEATH) TO CUSTOMER OR OTIILie AND (D) CUSTOMER'S SYSTEM AND HEALTHSENSE’S SERVICES MAY NOT. ALWAYS. OPERATE. As INTERDED eee, VARIOUS REASONS, INCLUDING HEALTHSENSE'S NEGLIGENCE OR OTHER FAULT. HEALTHSENSE CANNOT oRELICR THE POTENTIAL AMOUNT, EXTENT OR SEVERITY OF ANY DAMAGES OR INJURIES THAT CUSTOMER OF OTTIERS base INCUR WHICH COULD BE DUE TO THE FAILURE OF THE SYSTEM OR SERVICES 10 WORK AS INTENDED. ae Sch CUSTOMER AGREES (I) THAT THE LIMITS ON HEALTHSENSF'S LIABILITY, WAIVERS AND INDEMNITILS. SET FORTH Te THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS AND LIABILITIES BETWEEN CUSTOMER, HEALTHSENSE AND ay AFFECTED THIRD PARTIES, (Il) CUSTOMER WILL LOOK EXCLUSIVELY TO CUSTOMER'S INSURER TOR FINANGOT PROTECTION FROM SUCH RISKS AND LIABILITIES, AND (il EXCEPT AS PROVIDED IN THIS SECTION 7 AND SECTION ¢ BELOW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES AGAINST HEALTHSENSE, INCLUDING SUBROGATION. roe CUSTOMER, ANY INSURER, OR OTHER THIRD PARTY MAY HAVE DUE TO ANY LOSSES OR INJURIES CUSTOMER ok OTHERS INCUR LIMITATION OF LIABILITY, IN ADDITION TO THE LIMITATION OF LIABILITY PROVISION IN EXHIBIT B WHICH APPLIES FO. THE PURCHASE OF HEALTHSENSE PRODUCTS AND IMPLEMENTATION SERVICES FROM, HEALTISERS HEALTIISENSE'S LIABILITY RELATING TO ANY FAILURE OF THE HEALTHSENSE ADVANTAGE SERVICES Stity Nex EXCETD EIGHTEEN (18) TIMES THE MOST RECENT MONTHLY SERVICE FEE PAID BY CUSTOMER FOR HEALMHGEN ADVANTAGE SERVICES HERFUNDER, This moun is Cstomer’s sole remedy under this Agrecment ein to Healtacine Athos Services. Customer agrees and acknowledges tha this imitation shall ppl even if the remedy fal of ts assntal puree se convenes ‘negotiated limitation and itis an essential condition fr Heathsense to provide the Healtiense Advantage soos Healthsense, Inc Master Sales & Service Agreement FI-C-1000C Revision 03, Page 2 of2 HS Advantage Terms and Conditions m sta Servi ExhibieD BUSINESS ASSOCIATE TERMS {ese Business Associate Terms apply when Customer provides Healthsense, Ine. written notification that Customer is a Severed Entity” under HIFPA. Any capitalized terms shall have the meanings set forth in the Master Sales nal Seve ‘Agreement untes otherwise defined in these Business Associate Terms. RECITALS, ey enn hs represented to Healthsense, ne: that Customer i a Covered Entity under the Fealth Insurance Portability and Accourtahility Act of 1986 the Heath information Technology for Feonomic and Clinical leah Act an the inplemectag, regulations as amended from time to time (collectively, “HIPAA Bina altsense Inc.'s services to Customer under the Agreement may involve Healthsense Ines receipt, se, disclosure, "transmission, maintenance or creation of Protected Health information on behalf of Customer | seine Contam (hereinafter “Covered Entity”) and Healthsense, Inc. (“Busines Associate") dsie to enter into these Business Assoviate Agrosment (the BAA") teams to elect ther understandings and obligations with regard Motesied Hein Information. NOW, THEREFORE, in consideration ofthe mutual covenants an promises made by and between the partic, the resept and ‘adequacy of whichis acknowledge the pats agree as flows AGREEMENTS ARTICLE 1 DEFINITIONS. 1 jp titeAllDsfinition, Terms use, but not otherwise defined in this BAA shall ave the same meaning as those terns inthe HIPAA Rules 12) Specific Definitions. (@) Beach, ~Breach’ shall have the stme meaning asthe term “breach in 4S CFR 164.402. {> cq Zssinted Record Set. Designated Record Set" shll have the same meaning asthe lem “designated record ser” in 45 CFR 164501 (cy, ,Elsstonic Protected Health information. “Electronic Proteeted Health normaton” shall mean individually idemutable health information thats tansmited in or maintained by electronic media, (2) gg_lllPAA Rules, “HIPAA Rules” shall mean he Privacy, Security, Breach Notification, and Enforcement Rules set forth at 85 CFR Parts 160 und lot (o> psisidual “Individuat” sal! have te same meaning asthe term “individual” in 48 CFR 160.103 and shall includ a person whe qualia a personal representative in accordance with 48 CFR To 3024) (H _,_Privacy ule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A. D and E (a), Piuitele Heath infrmation. “Protected Hecht information’ shall have the sume mening asthe term “protected health information” in 45 CFR 160.103, imited to the information erated or received by Busines Associate om ‘oron behalf of Covered Fy (h)—Rewited By Law “Required fy Law” shall have the same meaning as the tem “requied bylaw in 4S CER 164.103. (i) Seeretary. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his designee Healthsense, Ine Master Sales & Service Agreement FN-C-1000D Revision 03, Page 1 of 4 Business Associates Terms 0 ppc uit. “Security Incidene” shall mea the attempted or sucessful unauthorized acces, use,

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