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SCHEDULE 3 <br /> CLINIC TERMS AND CONDITIONS <br /> A. Separate Clinic. The entire Clinic and all related patient rooms, lavatory, on-site laboratory <br /> equipment and any related administrative offices will be located at a site that is not located on <br /> Employer's business premises. However, the Clinic will still be designed and operated as a facility <br /> for the use of Employer's Participants. <br /> B. Location. The Clinic will be located at a mutually agreeable location, inside the city limits <br /> of Everett. Vera acknowledges receipt of City of Everett zoning information, in particular <br /> information regarding the B-3 zone. <br /> C. Promotion. Vera and Employer acknowledge and agree that they shall cooperate in good <br /> faith to identify and promote the Clinic. <br /> D. Authorized Access. Only Participants and Employer's authorized employees,contractors, <br /> officers, guests, or agents (collectively "Invitees") will be authorized to enter the Clinic or any <br /> business premises in which the Clinic is located or from which it may be accessed. The Invitees <br /> may only be granted access when such Invitee is (i) involved in a legitimate business purpose <br /> associated with a Clinic,and(ii)where applicable when in possession of such evidence of security <br /> clearance as Employer or Vera may require. Employer or Vera,may limit the number of approved <br /> Invitees who have access to the Clinic and may decline to provide security clearance to any such <br /> Participant or Invitee as deemed reasonably necessary by Employer or Vera. <br /> 1. Vera and Employer shall each have the independent right to revoke, at any time, <br /> the access privileges of any Participant or Invitee if either party reasonably suspects or determines <br /> that the individual's conduct or presence is improper, or unacceptable or may jeopardize the <br /> operation, safety, or security of the Clinic or the business premises, or any person present on the <br /> business premises. <br /> 2. Employer shall be fully liable to Vera for any injury or damages to any property or <br /> individual caused by a Participant or Invitee while in the Clinic or business premises for any <br /> reason. Vera shall be fully liable to Employer for any injury or damages to any property or <br /> individual caused by Vera employees or invitees while in the Clinic or business premises for any <br /> reason. <br /> E. Clinic Unusable. If during the Term, the Clinic, or the building in which the Clinic is <br /> located, is damaged or destroyed or for any other reason so that the Clinic is not useable by <br /> Employer Participants for more than 30 consecutive days, then Vera shall make commercially <br /> reasonable efforts to provide the Services at any other Clinic location operated by Vera in the local <br /> metropolitan area, as determined by Vera in its reasonable discretion (the "Temporary Clinic"). <br /> So long as Vera provides the Services at the Temporary Clinic, Employer shall continue paying <br /> Schedule 3, Page 1 <br />