Healthcare MRI System Agreement

HEALTHCARE MRI SYSTEM AGREEMENT

This Healthcare MRI System Agreement (the Agreement) is entered into by and between Client Name: and Supplier Name: . Effective Date:

RECITALS

Whereas the Client is a healthcare provider operating clinical imaging services and desires acquisition, installation, maintenance and clinical integration of a magnetic resonance imaging system (MRI System); and Whereas the Supplier is engaged in the design, manufacture, installation and servicing of MRI Systems and related software and services; the parties agree as follows.

DEFINITIONS

"Equipment" means the MRI hardware units, coils, accessories and ancillary equipment described in Section 3. "Software" means all embedded and server-side programs, interfaces and any updates provided by Supplier. "Protected Health Information" or "PHI" means individually identifiable health information exchanged or accessed in the provision of services under this Agreement.

SCOPE OF EQUIPMENT AND SERVICES

Purchase Option: Purchase Lease Service Only

INSTALLATION, ACCEPTANCE AND ACCEPTANCE TESTING

Supplier shall deliver, install and commission the Equipment at the Installation Location. Installation completion shall be subject to Acceptance Testing performed by Supplier and Client clinical staff. Acceptance Testing criteria shall include image quality metrics, safety interlocks, table and coil functionality, and network interoperability as set forth in the acceptance test protocol attached or described below.

For the purpose of clinical acceptance and staff training, the Client may identify de-identified patient data or a clinical representative patient for test scans. Client confirms that any patient data provided to Supplier for commissioning is appropriately de-identified or provided with proper patient authorization consistent with State and federal privacy laws.

CLINICAL REPRESENTATIVE / PATIENT INFORMATION (IF APPLICABLE)

Patient Full Name: Date of Birth: Gender:

INSURANCE AND PATIENT MEDICAL HISTORY (IF PROVIDED)

TRAINING, SUPPORT AND MAINTENANCE

Supplier shall provide initial operator and clinical training for Client staff. Training schedule, duration and deliverables will be as follows:

Maintenance and support: Supplier will provide preventive maintenance, corrective repairs, software updates and remote monitoring as described in the Service Level Agreement. Response times, uptime targets and spare parts availability are set forth below.

SOFTWARE, DATA HANDLING AND HIPAA

Supplier acknowledges that in the performance of this Agreement Supplier may create, receive, maintain or transmit PHI. Supplier shall implement administrative, technical and physical safeguards sufficient to protect PHI from unauthorized use or disclosure and shall comply with applicable privacy and security laws. Supplier shall only use PHI as necessary to perform its obligations under this Agreement and shall not sell or disclose PHI for marketing or other secondary uses.

In the event of a suspected breach of PHI, Supplier shall notify Client without unreasonable delay and cooperate in mitigation, notification and remediation as required by law.

FEES, INVOICING AND PAYMENT

All invoices are payable within the period specified in the invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law.

WARRANTIES, LIMITATION OF LIABILITY AND INDEMNIFICATION

Supplier warrants that for the Warranty Period commencing on Acceptance, the Equipment will materially conform to published functional specifications and be free from defects in material and workmanship. This warranty does not cover damage due to misuse, unauthorized modification, clinical misuse or routine wear and tear. The parties' cumulative liability under this Agreement shall not exceed the total amounts paid by Client to Supplier under this Agreement. Neither party shall be liable for indirect, special or consequential damages except for willful misconduct or gross negligence. Supplier shall indemnify and hold harmless Client from third-party claims arising from Supplier's negligence, breach of warranty, or unauthorized disclosure of PHI.

TERM, RENEWAL AND TERMINATION

The initial term of this Agreement shall be for a period of from the Effective Date unless earlier terminated in accordance with this Agreement. Either party may terminate for material breach if the breach remains uncured after thirty (30) days' written notice, subject to specified cure periods for technical breaches.

CONFIDENTIALITY

Each party shall maintain in confidence confidential information disclosed by the other party and shall use such information only for performance under this Agreement. Confidential information does not include information that is or becomes generally known without breach of this Agreement or which is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to what is legally required.

CHANGE ORDERS

Any modification to scope, equipment, services or pricing shall be documented in a written Change Order signed by authorized representatives of both parties describing the change, impact on schedule and any additional charges.

GENERAL PROVISIONS

This Agreement constitutes the complete agreement between the parties regarding the subject matter and supersedes all prior understandings. Any notices must be in writing and delivered to the addresses provided by the parties. This Agreement shall be governed by applicable law and the parties shall cooperate in regulatory matters affecting the Equipment and clinical use.

SIGNATURES

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