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<br />FINAL-Everett (WA)-SYK Std TOS wProCare Terms (3-20-2024) Page 2 of 5
<br />9. Product Training. Stryker may provide technical training, including both initial training for new users and supplemental training for
<br />existing users, as needed to promote the safe and effective use of its Products sold to Customer. Such technical training will be provided
<br />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.
<br />If Stryker provides the technical training to a health care professional, it may pay for or reimburse the reasonable expenses, including
<br />meals, lodging and transportation, actually incurred by eligible recipients in connection with the technical training provided under this
<br />paragraph. Such training is not deemed a condition precedent to sale of the Products or Customer’s acceptance thereof.
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<br />10. Warranties, Return Policies and Maintenance (Products).
<br />10.1. In addition to Stryker’s current standard Product warranties, if applicable , Stryker warrants that: (i) it has good title to Products
<br />shipped directly to Customer, free of all liens, claims and encumbrances; and (ii) the Products, at the time of sale, meet ap plicable
<br />FDA clearance or approval (as applicable) necessary for commercial sale. Notwithstanding the foregoing clause (i), Customer agrees
<br />that Stryker will retain a purchase money security interest in the Products, and to any proceeds from the disposi tion of such
<br />Products, until the purchase price and other charges due Stryker have been paid in full. Upon any default by Customer hereunder,
<br />Stryker will have any and all rights and remedies of secured party under the Uniform Commercial Code which right will be
<br />cumulative.
<br />10.2. THE EXPRESS WARRANTIES SET FORTH IN SECTION 10.1 AND STRYKER’S STANDARD PRODUCT WARRANTY ARE THE ONLY
<br />WARRANTIES APPLICABLE TO THE PRODUCTS SOLD TO CUSTOMER AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY
<br />BY STRYKER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
<br />NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
<br />10.3. Products returned by Customer for credit, replacement and/or repair will be in accordance Stryker’s applicable return policy.
<br />10.4. Stryker’s standard Product warranties and return policies can be found at www.stryker.com/returnpolicy. Stryker’s Product
<br />warranties apply only to (i) the original end-user purchaser of Products directly from Stryker or its authorized distributors and (ii)
<br />Products manufactured by Stryker. Unless otherwise agreed to in writing by Stryker, non-Stryker Products are sold “as-is” with no
<br />warranty of any kind, express or implied.
<br />10.5. In addition to Stryker’s standard Product warranties, service plans for repairs and maintenance may be purchased at any time for a
<br />number of Stryker’s capital equipment Products. These special service plans cover repair and/or maintenance that the designated
<br />piece of equipment may require during the term of the service plan contract. Specific service plan details are available through your
<br />local Stryker sales representative. Stryker’s service plan terms and conditions are set forth in Appendix 3 hereto.
<br />10.6. Customer agrees that Stryker may monitor use of the Products, and services provided through the Products, by Customer and users
<br />and collect and use Stryker Data, including to compile information related to the provision, operation or use of a Product, facilitate
<br />the provision of support, consulting, training and other services, and verify compliance with the terms of this Agreement. St ryker
<br />may use and make publicly available, Stryker Data to the extent and in the manner permitted under applicable law. Stryker own s
<br />Stryker Data, and Customer grants Stryker a non-exclusive, perpetual, irrevocable, transferable, sublicensable, royalty -free, fully
<br />paid-up, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer’s Content incorporated within
<br />the Stryker Data. “Stryker Data” means any data relating to or arising from the business operations or plans, services and products
<br />of Stryker or the performance or use of the Products or that may aide Stryker in optimizing resources and support; may be used to
<br />improve products or services, may be used in research and development regarding products or services; may be used in verification
<br />of security and data integrity of products or services or in resource planning, industry trends, benchmarking, or contract
<br />administration (e.g., data used for sales compensation), and any Personal Information that is aggregated and not identified o r
<br />identifiable to any individual.
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<br />11. Software License (Product Purchase). Intentionally Omitted as N/A to Products Covered under this Agreement.
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<br />12. Indemnification (Products). Intentionally Omitted by Mutual Agreement of the Parties.
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<br />13. Insurance.
<br />13.1. Stryker will maintain general liability insurance, including coverage for Products and completed operations, auto liability insurance
<br />and workers’ compensation and employer's liability insurance subject to appropriate limits covering claims alleging negligence by
<br />or liability of Stryker that might arise out of sales of Products by Stryker hereunder. To the extent permitted by applicable laws and
<br />regulations, Stryker has the right to comply with this requirement through a program of self-insurance. When requested by
<br />Customer in writing, Stryker will furnish an insurance certificate or other documentation evidencing the insurance or self-insurance
<br />coverage required above.
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<br />14. Limitation of Liability (Product Purchase). NEITHER PARTY WILL BE ENTITLED TO, NOR WILL BE LIABLE FOR, INDIRECT,
<br />SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF
<br />BUSINESS, PROFITS OR REVENUE OR BUSINESS INTERRUPTION.
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<br />15. Intentionally Deleted.
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<br />16. Default. In the event of Customer’s default in payment for the Products purchased hereunder, Customer will be responsible for all
<br />reasonable costs and expenses (including reasonable attorney’s fees) incurred by Stryker in collection of any sums owing by C ustomer,
<br />and Stryker will not be obligated to make any further deliveries to Customer. Should Customer elect to cancel its order, in w hole or in
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