Vending Machine Services Contract

Agreement to Maintain and Service Medical Equipment

Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Company, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Hospital.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Services Furnished

A. Company will furnish maintenance and preventive maintenance service on the , hereinafter called Equipment, located at , commencing on , and continuing for one year with said Agreement to be automatically renewed from year to year until terminated in writing by either party to this Agreement by giving days written notice of such termination.

B. The service to be provided under and pursuant to this Agreement will consist of a periodic examination of the said Equipment at least times per year. Call-back service shall be completed within three days of notification by of a description of the service needed. There will be no charge for such call back service.

2. Services Covered

A. Company assumes all obligation and liability concerning repair, maintenance, and upkeep of the Equipment during the term of this Agreement, and will maintain the Equipment in good condition and working order, with the exception of reasonable wear and tear resulting from the ordinary use of the Equipment. Company will provide all parts, mechanisms, and devices required to keep the Equipment in good repair, condition, and running order.

B. Maintenance service is contingent upon the proper use of all equipment and does not cover equipment which has been modified without Company’s written approval, or which has been subjected to unusual physical stress. Company shall be under no obligation to furnish maintenance service (preventative or remedial) if:

(i) Adjustment, repair or parts replacement is required because of operator-caused error, or repeated misuse of Equipment;

(ii) The Equipment is maintained or repaired or if attempts to repair or service the Equipment are made by someone other than authorized Company personnel, without the prior approval of Company;

(iii) The Equipment is removed from its location of initial installation and/or reinstalled without the prior approval of Company:

3. Hours of Work

The compensation provided for in this Agreement contemplates all work to be done during regular working hours of regular working days. Work performed outside of regular working hours of regular working days will be compensated

4. Compensation

A. The service to be provided under and pursuant to this Agreement will be furnished for the net sum of $ per , payable .

B. Should any repairs or services be required other than those covered by this Agreement, a separate charge will be made upon proper authorization.

5. Liability

Company will not be responsible or liable for any loss, damage, detention, or delay in furnishing materials or failure to perform the inspection and maintenance service as provided in this Agreement when caused by fire, flood, strike, acts of civil or military authorities, or by insurrection or riot, or by any other cause that is unavoidable or beyond its control or in any event for consequential damages.

6. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

7. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

8. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

9. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

10. Entire Agreement

This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

11. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

12. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

13. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

WITNESS our signatures as of the day and date first above stated.