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11. WAIVER EXCLUSIONS
<br /> No failure to exercise and no delay by Stryker in exercising any right,power or privilege hereunder shall operate as a waiver thereof.No waiver of any
<br /> breach of any provision by Stryker shall be deemed to be a waiver by Stryker of any preceding or succeeding breach of the same or any other provision.
<br /> No extension of time by Stryker for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an
<br /> extension of time for performances of any other obligations or any other acts by Stryker.
<br /> 12. LIMITATION OF LIABILITY
<br /> EXCEPT FOR THIRD PARTY DAMAGES RELATED TO STRYKER'S INDEMNITY OBLIGATIONS UNDER SECTION 13,STRYKER'S LIABILITY ARISING UNDER
<br /> THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID UNDER THE SERVICE PLAN DURING THE TWELVE(12)MONTH PERIOD
<br /> IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.IN NO INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER FOR INCIDENTAL,PUNITIVE,
<br /> SPECIAL,COVER,EXEMPLARY,MULTIPLIED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS'FEES OR COSTS FOR ANY ACTIONS UNDER OR RELATED
<br /> TO THIS AGREEMENT.
<br /> Indemnification Paragraph deleted by mutual agreement of the parties hereto(July 2022) I
<br /> 13. INDEMNIFICATION
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<br /> the gross negligence or willful misconduct of Stryker or its employees or agents in the course of providing Services. The f ni Icarian will
<br /> not apply to any liability arising from:(a)an injury or damage due to the negligence of any person oth r s employee or agent;(b)the failure
<br /> of any person other than Stryker's employee or agent to follow any instructi • n t e labeling,manual,and/or instructions for use of the
<br /> Equipment;(c)the use of any equipment or part not u ryker or any equipment or any part thereof that has been modified,altered or
<br /> repaired by any person other than oyee or agent;or(d)any actions taken or omissions made by any Stryker employee while under the
<br /> direction or c mer's staff. To the extent permitted by state or local laws or regulations,Customer agrees to hold Stryker harmless from and
<br /> 14. TERM AND TERMINATION
<br /> The Agreement shall commence on the date indicated on Page 1 of the Stryker Proposal entered into between the parties and shall continue until Stryker
<br /> ceases to provide Services or the Agreement is canceled by either party by giving a ninety(90)days prior written notice of any such cancellation to the
<br /> other party.If this Agreement is canceled during or before the expiration date of the Agreement,Customer will owe for the months covered up to the
<br /> cancellation date of the Agreement and for any parts,labor,and travel charges, required to maintain Equipment,exceeding that already paid during the
<br /> Agreement.In the event Customer has pre-paid for the services hereunder,any unused amount as of the date of cancellation shall be returned to the
<br /> Customer on a pro-rata basis.
<br /> 15. FORCE MAJEURE
<br /> Except for Customer's payment obligations,which may only be delayed and not excused entirely,neither party to this Agreement will be liable for any
<br /> delay or failure of performance that is the result of any happening or event that could not reasonably have been avoided or that is otherwise beyond its
<br /> control,provided that the party hindered or delayed immediately notifies the other party describing the circumstances causing delay.Such happenings or
<br /> events will include,but not be limited to,terrorism,acts of war,riots,civil disorder,rebellions,fire,flood,earthquake,explosion,action of the elements,
<br /> acts of God, epidemic,pandemic, inability to obtain or shortage of material, parts, equipment or transportation,governmental orders,restrictions,
<br /> priorities or rationing,accidents and strikes,lockouts or other labor trouble or shortage.
<br /> 16. INSURANCE REQUIREMENTS
<br /> Stryker shall maintain the following insurance coverage during the term of the Agreement:(i)commercial general liability insurance,including products
<br /> and completed operations liability coverage,with limits of$1,000,000.00 per occurrence and$2,000,000.00 annual aggregate covering Stryker's liability
<br /> for bodily injury,personal injury,and property damage;(ii)commercial automobile liability insurance with a combined single limit of$1,000,000.00 per
<br /> accident covering Stryker's liability for bodily injury and property damage arising out of Stryker's use of owned,hired,and non-owned vehicles;and(iii)
<br /> worker's compensation insurance as required by applicable law and employer's liability insurance subject to limits of$1,000,000 per accident and
<br /> $1,000,000 per employee and policy limit for disease covering Stryker's liability for work-related injuries to all Stryker employees.At Customer's written
<br /> request,certificates of insurance shall be provided by Stryker prior to commencement of the Services at any premises owned or operated by Customer.
<br /> Notwithstanding any requirements hereunder to the contrary,to the extent permitted by applicable laws and regulations,Stryker shall be permitted to
<br /> meet the above requirements through a program of self-insurance.
<br /> 17. WARRANTY OF NON-EXCLUSION
<br /> Each party represents and warrants that as of the Effective Date,neither it nor any of its employees,are or have been excluded terminated,suspended,or
<br /> debarred from a federal or state health care program or from participation in any federal or state procurement or non-procurement programs.Each party
<br /> further represents that no final adverse action by the federal or state government has occurred or is pending or threatened against the party,its affiliates,
<br /> or,to its knowledge,against any employee.Each party also represents that if during the term of this Agreement it,or any of its employees becomes so
<br /> excluded,terminated,suspended,or debarred from a federal or state health care program or from participation in any federal or state procurement or
<br /> non-procurement programs,such will promptly notify the other party.Each party retains the right to terminate or modify this Agreement in the event of
<br /> the other party's exclusion from a federal or state health care program.
<br /> 18. COMPLIANCE
<br /> Stryker,as supplier/servicer,hereby informs Customer of Customer's obligation to make all reports and disclosures required by law or contract,including
<br /> without limitation properly reporting and appropriately reflecting actual prices paid for each item supplied hereunder net of any discount(including
<br /> rebates and credits,if any)applicable to such item on Customer's Medicare cost reports,and as otherwise required under the Federal Medicare and
<br /> Medicaid Anti-Kickback Statute and the regulations thereunder(42 CFR Part 1001.952(h)).Pricing under this Agreement(and each Service Plan)may
<br /> constitute discounts on the purchase of Services.Customer represents that(i)it shall make all required cost reports,and(ii)it has the corporate power
<br /> and authority to make or cause such cost reports to be made.To the extent required by law,Customer and Stryker agree to comply with the Omnibus
<br /> Reconciliation Act of 1980 (P.L.96Z499) and it's implementing regulations(42 CFR,Part 420).To the extent applicable to the activities of Stryker
<br /> hereunder,Stryker further specifically agrees that until the expiration of four(4)years after furnishing Services pursuant to this Agreement,Stryker shall
<br /> make available,upon written request of the Secretary of the Department of Health and Human Services,or upon request of the Comptroller General,or
<br /> any of their duly authorized representatives,this Agreement and the books,documents and records of Stryker that are necessary to verify the nature and
<br /> extent of the costs charged to Customer hereunder.Stryker further agrees that if Stryker carries out any of the duties of this Agreement through a
<br /> subcontract with a value or cost of ten thousand dollars($10,000)or more over a twelve(12)month period,with a related organization,such subcontract
<br /> shall contain a clause to the effect that until the expiration of four(4)years after the furnishing of such services pursuant to such subcontract,the related
<br /> organization shall make available,upon written request to the Secretary,or upon request to the Comptroller General,or any of their duly authorized
<br /> representatives the subcontract,and books and documents and records of such organization that are necessary to verify the nature and extent of such
<br /> costs. In performance of this Agreement,Stryker shall also comply with all applicable state and federal regulations, including but not limited to
<br /> discrimination laws.
<br /> 19. CONFIDENTIALITY Section Deleted by Stryker intentionally-T.Tackabury 5/5/2022
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