Medical Technology Document

MEDICAL TECHNOLOGY SERVICES AGREEMENT

RECITALS

This Medical Technology Services Agreement ("Agreement") is made and entered into as of by and between Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

WHEREAS, Client requires development, integration, hosting, maintenance, or other professional services related to medical technology systems, devices, software, or data analytics (the "Services"); and

WHEREAS, Provider represents that it possesses the expertise, personnel, and technical capability to perform the Services described herein and to comply with applicable medical privacy and data security obligations.

SCOPE OF WORK

Provider will perform the Services and deliver the deliverables described below. Deliverables shall conform to accepted industry standards and the functional specifications agreed by the parties.

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for the Services. All amounts are stated in U.S. dollars unless otherwise indicated.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period above following written notice specifying the breach. Termination for insolvency, bankruptcy, or loss of regulatory authorization shall be effective immediately upon written notice.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information includes, without limitation, patient information, technical data, proprietary algorithms, source code, design specifications, business plans, pricing, and any information identified as confidential by a disclosing party. Each receiving party shall (i) hold Confidential Information in strict confidence, (ii) use it solely to perform obligations under this Agreement, and (iii) restrict disclosure to employees and contractors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein.

Notwithstanding the foregoing, obligations with respect to patient health information shall survive termination as required by applicable law and shall remain in effect for the longer of the confidentiality survival period above or the period required by law.

DATA PROTECTION AND COMPLIANCE

Provider shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the data to protect against unauthorized access, use, disclosure, alteration or destruction. Provider shall notify Client of any security incident or unauthorized disclosure of Client data within the following number of days after discovery:

Each party shall comply with all applicable laws, regulations, and professional standards governing medical data, medical devices, and healthcare operations in connection with its performance under this Agreement.

INTELLECTUAL PROPERTY

Except as expressly provided, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and any general purpose tools, methodologies, or know-how used in performing the Services. Upon full payment of fees due for a particular Deliverable, Provider grants Client a non-exclusive, non-transferable license to use such Deliverable for Client's internal clinical and administrative purposes. Any transfer of ownership of bespoke software or source code must be documented in a separate written instrument signed by both parties.

WARRANTIES, DISCLAIMER AND LIMITATION OF LIABILITY

Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, liabilities, damages and costs arising from the Indemnitor's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights, subject to the Indemnitee's compliance with reasonable notice and cooperation requirements.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets relating to this Agreement.

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