Quote Landauer.pdf

Dosimetry Services Agreement

Dose Agreement 2019.10.21 (version 1) Page 1 of 8

Dosimetry Service and Maintenance Proposal Reference #20230515-IEMA-001

Facility: Illinois Emergency Management Agency Contact: Ashley R. Garcia Executive I / Procurement Ashley.R.Garcia@Illinois.gov

Date: May 15, 2023 Issues By: Inid Deneau 708-441-8317 ideneau@landauer.com

Validity: July 15, 2023 Pay Terms: Net 30

InLight OSL Hardware for In House Laboratory Program

Emergency Dosimeter Service Unit Price InLight Dosimeter – 2 Year Use $12.60 each

Unreturned Dosimeter and Replacement $23.85 each

Accredited Analysis $3.15 each

Dosimeter Description Unit Price Calibration Dosimeter Set $347.30

QC Dosimeter Set $173.70

Dosimetry Servic Frequency SKU Unit Price Luxel Whole Body Monthly 00100-1MO $3.52

Luxel Whole Body Quarterly 00100-3MO $10.40

Luxel Fast/Thermal Neutron Monthly 00300-1MO $9.98

Saturn Ring Monthly 01400-1MO $7.19

Unreturned/Lost Luxel Dosimeter All 01030-000 $10.29

Unreturned/Lost Saturn Ring All 0143-000 $10.29

Participants Setup Fee Sort & Pack Fee Additional Dosimeter Ship

All No Charge mailto:Ashley.R.Garcia@Illinois.gov mailto:ideneau@landauer.com

Dose Agreement 2019-10-21 (version 1) Page 2 of 8

Maintenance Contracts

Reader Type Price Services InLight Auto 200 $15,876 / year • Service visit once / year

• Onsite emergency response or loaner reader shipped within 48 hours

• Limited spare parts replacement

Dose Agreement 2019-10-21 (version 1) Page 3 of 8

The Dosimetry Services Agreement (“Terms and Conditions”) governs the agreement entered into by and between Landauer Inc., a Delaware corporation with its principal place of business at 2 Science Road, Glenwood, Illinois 60425 (“Landauer”), and _________________(the “Client”). Landauer and Client are referred to individually as a “Party” and collectively as the “Parties.”

1. Definitions This “Agreement” means, collectively: (1) these Terms and Conditions, (2) the Landauer Quotation (the

“Quotation”), (3) Service Summary specific to Dosimetry Services (as defined below), (4) the myLDR.com Terms and Conditions, and (5) any amendments to any of the foregoing made in accordance with Section 3 of this

Agreement, all of which are incorporated herein by reference.

"Dosimetry Services" shall include, subject to the limitations set forth in this Agreement, a subscription arrangement in order to collect and measure Radiation Dose Information (defined below) obtained through Client and Participant

(defined below) through the usage of Landauer's dosimeters, as well as Landauer's generation of reports based on the collection and measurement of Radiation Dose Information.

“Radiation Dose Information” shall mean the Participant submitted personally identifiable information used for

Dosimetry Services.

2. Prior or Subsequent Terms

This Agreement constitutes the final, complete, and exclusive terms and conditions of the contract between the

Parties and supersedes all prior agreements regarding this subject matter, whether oral or written.

Landauer’s performance of the Dosimetry Services is expressly conditioned upon the terms of this Agreement. Any use of the Dosimetry Services or Landauer’s website (described further in Section 13) by Client or any Participant

(defined below) constitutes Client’s acceptance of the terms of this Agreement.

3. Amendments

Any purported amendment of this Agreement, excluding renewal notices, shall be void and of no force unless it is

(a) in writing, (b) signed by duly authorized representatives of both Parties, (c) expressly refers to the specific section to be amended, including a reference to the number and heading of the same, and (d) expressly indicates agreement of the Parties to amend such specific article or section referred to therein.

4. Term and Termination

This Agreement shall be effective upon the earlier of: (a) the last date signed by the Parties, or (b) the date upon which Client begins receiving the Dosimetry Services (the “Effective Date”), and will continue in full force and effect for the subscription term identified on the relevant Quotation (the “Initial Term”), unless sooner terminated pursuant to this Section. After the Initial Term, this Agreement will renew automatically each year for the same time period as the Initial Term, subject to a renewal notice (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless cancelled in accordance with the Cancellation Policy set forth in Section 5.

Either Party may terminate this Agreement if: (i) the other Party is in material breach of this Agreement, and the breaching Party has not cured such breach to the non-breaching Party’s reasonable satisfaction within thirty (30) days after receipt of the non-breaching Party’s written notice, or (ii) the other Party becomes insolvent, is https://www.lawinsider.com/clause/automatic-renewal-terms

LANDAUER, Inc. 2 Science Road Glenwood, Illinois 60425-1586 Telephone: (708) 755-7000 Facsimile: (708) 755-7011 adjudged bankrupt, makes a general assignment for the benefit of its creditors, takes benefit of any statute relating to insolvency, or if a receiver or trustee is appointed for all or any portion of its property.

Notwithstanding the foregoing, Landauer may immediately terminate or suspend Client’s access to all or part of the Dosimetry Services, without notice, if Client’s account becomes delinquent or Client engages in any conduct that Landauer, in its sole and absolute discretion, believes is in violation of any applicable law or regulation, or is otherwise harmful to the interests of Landauer.

Termination or expiration of this Agreement will not affect the obligations of the Parties with respect to

Confidential Information (defined below) that was disclosed hereunder prior to termination, which shall remain subject to the provisions of this Agreement. In the event of termination or expiration of this

Agreement, all licenses granted under this Agreement immediately expire and terminate, Client and

Participants (defined below) are immediately prohibited from accessing the Dosimetry Services to which the licenses apply.

5. Cancellation Policy

Client may cancel any or all Dosimetry Services at any time upon forty-five (45) days written notice of such cancellation. In such event, Client will be obligated for all payments for the current subscription term.

Any shipments sent by Landauer prior to the end of the forty-five (45) day cancellation notice period are the responsibility of the Client, and Client shall pay all fees and charges associated with such shipments.

Cancelled dosimeters must be returned per Section 9.

6. Fees and Payment Terms

Client shall make fee payments for the Dosimetry Services as stated in the attached Quotation (“Fees”).

Landauer may increase Fees after the end of the Initial Term or Renewal Term as appropriate, by providing advance written notice to Client prior to the commencement of subsequent Renewal Term. All Fees payable to Landauer under this Agreement shall be paid by Client in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

Billing frequency and payment terms are as stated in the Quotation and are subject to credit approval and financial condition of Client. Unless otherwise set forth in the Quotation, Landauer shall issue monthly invoices to Client for the Fees it calculates as being owed for the Dosimetry Services provided during the prior calendar month, together with any reimbursable expenses incurred during such month. Client shall pay the Fee amounts set forth in each such invoice within thirty (30) days after the date of such invoice.

A finance charge of 1.5% per month may be applied to all past-due invoiced amounts. The preceding finance charge shall not limit Landauer from exercising any other rights or remedies it may have under this Agreement or by law or in equity as a consequence of such past-due invoiced amounts.

7. Shipping and Freight Terms Freight terms are FOB Origin and outbound surface shipping and handling charges are included in the price of the Dosimetry Services. Shipments from Landauer to Client are made via Landauer carrier of choice. The Client is responsible for freight charges for all packages sent to Landauer.

8. Sales and Use Tax

International, Federal, state, and local taxes will be applied to eligible orders based on the delivery address.

Clients who have a sales tax exemption certificate are required to provide Landauer with appropriate documentation of their exemption prior to shipment.

9. Dosimeter Returns

For U.S. Clients, dosimeters must be returned to Landauer within ninety (90) days after the dosimeter’s end wear date. For international Clients, dosimeters must be returned to Landauer within one hundred twenty

(120) days after the end wear date. However, if services are cancelled pursuant to section 5, all dosimeters

LANDAUER, Inc. 2 Science Road Glenwood, Illinois 60425-1586 Telephone: (708) 755-7000 Facsimile: (708) 755-7011 in Client’s possession at time of cancellation must be returned to Landauer 45 days following the specified wear period stated in myLDR.com. A dosimeter (including a control dosimeter) is considered lost if it is not returned to Landauer within the return period specified above. Landauer reserves the right to charge an unreturned dosimeter fee for each dosimeter not returned within the applicable return period.

10. Intellectual Property Landauer retains all rights to the intellectual property associated with the Dosimetry Services, including but not limited to patents, trademarks and copyrights. This Section shall survive the expiry or termination of this Agreement.

11. Confidential Information Landauer and Client each hereby acknowledge that, during the Term of this Agreement, each Party, and its respective agents (the “Receiving Party”), will have access to and knowledge of the other Party’s (the

“Disclosing Party”) information of a proprietary and confidential nature. “Confidential Information” refers to information disclosed prior to or after the Effective Date that is non-public, proprietary and/or confidential, whether provided in writing, orally, visually, electronically, or by other means. To be considered Confidential Information under this Agreement, the Confidential Information must be (i) disclosed in written or other tangible form and appropriately marked as confidential or proprietary, (ii) disclosed orally or visually, identified as confidential at the time of disclosure and summarized and submitted in writing by the Disclosing Party within 30 days of the date of disclosure, or (iii) information that, given the nature of the information or the circumstances surrounding its disclosure, a reasonable person would understand to be confidential. The obligations imposed by this Section shall not apply to any information that (a) is lawfully known by the Receiving Party at the time of disclosure; (b) is or becomes, through no fault of the Receiving Party, available to the general public; (c) is independently developed by the Receiving Party without use of Confidential Information of the other Party; or (d) is lawfully obtained by the Receiving Party from a third party who does not have an obligation of confidentiality to the

Disclosing Party.

In consideration of the opportunity to receive Confidential Information of the Disclosing Party, the

Receiving Party agrees: (a) not to use or disclose such Confidential Information except as required to fulfill its obligations under this Agreement, (b) to hold the Confidential Information in trust and confidence, with at least the same degree of care that the Receiving Party treats its own confidential or proprietary information, but in no event less than reasonable care, and (c) not to disclose Confidential Information to any third party, except to any person or entity controlling, controlled by, or under common control with the

Receiving Party, whether directly or through one or more intermediaries (each, an “Affiliate”), as well as the Receiving Party’s and its Affiliates’ employees, agents, accountants, attorneys and contractors who have a need-to-know the specific Confidential Information which they receive or to which they are permitted access, are informed of the confidential nature of the Confidential Information, and have agreed in writing or are otherwise legally bound to treat the Disclosing Party’s Confidential Information at least as stringent as the Receiving Party’s duties under this Agreement. Each Party shall be responsible for the acts and omissions of its employees, contractors, representatives, or agents with respect to the Disclosing Party’s

Confidential Information as though such acts or omissions were those of Disclosing Party.

The obligations of confidentiality and restrictions on use imposed by this Section terminate five (5) years from the date of last disclosure, subject to any regulations that require Landauer to maintain dose reports for a longer period of time, including but not limited to agency regulations under the US Nuclear Regulatory

Commission (NRC), US Occupational Safety and Health Administration (OSHA), or any state regulations.

12. Privacy Statement

LANDAUER, Inc. 2 Science Road Glenwood, Illinois 60425-1586 Telephone: (708) 755-7000 Facsimile: (708) 755-7011

Landauer is committed to protecting the privacy of the confidential information entrusted to it, including but not limited to personal data relating to individuals who may be clients, employees, partners or others.

Landauer takes appropriate precautions to restrict access to personal data to required personnel only.

Landauer maintains appropriate measures to protect the personal data in its possession from loss, misuse, or inadvertent destruction. Landauer also maintains physical, electronic, and procedural safeguards in order to promote compliance with international, national, federal and state regulations to guard personal data.

For security reasons and to promote best practices, Landauer encourages the Client to provide a unique personal identifier other than Social Security Number (SSN) and Date of Birth (DOB), during the account setup process.

13. Website

As further detailed in the myLDR.com Terms and Conditions, Client agrees that it is responsible for all individuals using and any action that they may take on myLDR.com. Client acknowledges that it will maintain appropriate controls for access and changes made on myLDR.com and to any passwords or logon information. Neither Landauer, nor its affiliates, directors, employees, or other representatives, are liable for damages arising out of or in connection with the use or inability to use myLDR.com.

14. Responsibility for Dosimetry Participants

Client agrees that Landauer is not responsible for any training, supervision, monitoring, or regulation of the individuals who use or have access to the Dosimetry Services (the “Participants”). It is Client’s sole obligation to train, supervise, monitor, and regulate the Participants to ensure: (1) their proper use of the

Dosimetry Services and compliance with this Agreement, (2) their proper handling and security of the

Confidential Information maintained in the Dosimetry Services, and (3) that each Participant’s exposure to radiation is within acceptable limits, as prescribed by Client and/or the applicable regulations and standards.

Landauer expressly disclaims any and all responsibility, and Client acknowledges it is solely responsible, for the following: (1) any and all actions by the Participants in connection with the Dosimetry Services, including the consequences of any breach of security, (2) each Participant’s compliance with this

Agreement, (3) the content and data transmitted to or from the Dosimetry Services by Client, (4) detecting any instances of a Participant’s overexposure to radiation and taking any action needed, and (5) the monitoring or interpreting of reports, results, data, or any other information derived from or transmitted based on the Dosimetry Services.

15. No Professional Judgment In no event shall Landauer provide any professional medical judgment to Client or any Participant. Client acknowledges and agrees that the Dosimetry Services are not intended to provide or serve as a substitute for professional medical judgment, and that Landauer shall have no liability arising out of any failure to exercise such professional judgment. Client acknowledges and agrees that Landauer is in no way responsible for Client’s use of any medical or similar information contained in or used in connection with the Dosimetry Services, and Client and Participants, as applicable, should verify the completeness of the information provided whenever necessary for monitoring or regulating the facilities and Participants subject to the Dosimetry Services.

To the extent Client uses the Dosimetry Services in connection with any monitoring of the health and welfare of Client’s patients, employees, agents, contractors, or other representatives, Client agrees to accept any and all responsibility in connection therewith, including responsibility for any injury, damage, and/or loss related to such health and welfare, irrespective of whether such injury, damage, and/or loss was, or could have been, discovered by Landauer. As between Client and Landauer, Client shall be solely

LANDAUER, Inc. 2 Science Road Glenwood, Illinois 60425-1586 Telephone: (708) 755-7000 Facsimile: (708) 755-7011 responsible and liable for the dosimetry interpretations, and treatment and care of Client and the Participants, including all responsibility for personal or psychological injury or loss of life.

16. Radiation Dose Information

Landauer shall not be responsible for any loss, unavailability, inaccuracy, or corruption of any Radiation

Dose Information. Client agrees to provide Radiation Dose Information only in accordance with applicable law, and Client represents that Client has obtained all necessary rights and consents for the publication, use, storage, and transmittal of such Radiation Dose Information.

Landauer shall process Radiation Dose Information only as necessary for the purposes of performing the services under this Agreement on behalf of Client. Landauer shall not (i) sell any Radiation Dose

Information received from Client; or (ii) retain, use, or disclose the Radiation Dose Information provided by or collected on behalf of Client for any purpose other than for the purpose of performing the Dosimetry

Services. With respect to any Radiation Dose Information, Client hereby grants to Landauer the right and a perpetual, worldwide, royalty-free, transferrable, and sublicensable license, in accordance with applicable laws, (i) to collect, modify, process and create derivative works from Radiation Dose Information; (ii) to review Radiation Dose Information for Dosimetry Services and for product improvement purposes, including to investigate or address any issue or complaint concerning such Radiation Dose Information;

(iii) to collect and process such Radiation Dose Information to create aggregate, de-identified data

(“Derived Data”); (iv) to post, store, use, distribute, sell, or share such Derived Data for any lawful business purpose and to transmit such Derived Data to Client and others in connection with Dosimetry Services and any lawful business purpose; (v) to create anonymized compilations and statistical analyses; and (vi) to promote standardization and promulgate best practices, including by compiling anonymized shared libraries based on Radiation Dose Information.

17. Warranty

Landauer warrants for the Term of this Agreement that the Dosimetry Services shall be performed in a competent manner consistent with standard industry practices for similar services. EXCEPT AS

PROVIDED IN THIS SECTION, LANDAUER MAKES NO OTHER WARRANTY, AND DISCLAIMS

(AND CLIENT WAIVES) ANY OTHER EXPRESS OR IMPLIED WARRANTY, INCLUDING ANY

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-

INFRINGEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW. LANDAUER DOES NOT

WARRANT ACCESS TO THE DATA OR DOSIMETRY SERVICES WILL BE UNINTERRUPTED,

VIRUS-FREE, WITHOUT DEFECTS, OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION

OR ADVICE GIVEN BY LANDAUER, ITS AGENTS, OR EMPLOYEES SHALL CREATE A

WARRANTY. IN THE EVENT OF ANY SUCH INTERRUPTION, VIRUS, DEFECT, OR OTHER

ERROR, CLIENT’S SOLE AND EXCLUSIVE REMEDY SHALL BE LANDAUER’S PROVISION OF

COMMERCIALLY REASONABLE EFFORTS TO RESOLVE THAT INTERRUPTION, VIRUS,

DEFECT, OR OTHER ERROR.

Client warrants that it owns or otherwise has and will have the necessary rights and consents in and relating to the Radiation Dose Data so that, as received by Landauer and processed in accordance with this Agreement, it does not violate any privacy or other rights of any third party or violate any applicable

Law.

18. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT (INCLUDING

ANY ATTACHMENTS HERETO), AND TO THE FULLEST EXTENT PERMITTED BY LAW,

NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT,

LANDAUER, Inc. 2 Science Road Glenwood, Illinois 60425-1586 Telephone: (708) 755-7000 Facsimile: (708) 755-7011

CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR OTHER SPECIAL DAMAGES

(WHETHER FORESEEABLE OR NOT ON THE EFFECTIVE DATE), INCLUDING WITHOUT

LIMITATION DAMAGE FOR LOSS OF PROFITS, LOSS, DAMAGE, CORRUPTION OR RECOVERY OF

DATA OR COST OF PROCUREMENT OF GOODS, IMPAIRMENT, INABILITY TO USE OR LOSS,

INTERRUPTION OR DELAY OF THE SERVICES, HOWEVER IT ARISES, WHETHER FOR BREACH OF

CONTRACT OR IN TORT, EVEN IF THE PARTY AGAINST WHOM THE LIABILITY IS SOUGHT

TO BE IMPOSED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.

WITH THE EXCEPTION OF LANDAUER’S BREACH OF CONFIDENTIALITY, GROSS

NEGLIGENCE OR WILFUL MISCONDUCT, TO THE FULLEST EXTENT PERMITTED BY LAW,

LANDAUER’S AND ITS AGENTS’, EMPLOYEES’, DIRECTORS’, OFFICERS’, AND AFFILIATES’

MAXIMUM AGGREGATE LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNTS

ACTUALLY PAID TO LANDAUER FROM CLIENT FOR THE DOSIMETRY SERVICES GIVING

RISE TO SUCH LIABILITY, BUT IN NO EVENT EXCEEDING THE FEES PAID DURING THE

TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE TIME THE CLAIM WAS MADE. THE

FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT,

AND REGARDLESS OF THE THEORY OF LIABILITY.

EACH PARTY UNDERSTANDS AND AGREES THAT THE REMEDIES, EXCLUSIONS, AND

LIMITATIONS OF LIABILITY HEREIN ALLOCATE THE RISKS FROM THE PROVISION, RECEIPT,

AND USE OF THE DOSIMETRY SERVICES BETWEEN THE PARTIES AS AUTHORIZED BY THE

UNIFORM COMMERCIAL CODE, COMMON LAW, OTHER APPLICABLE LAWS, OR ANY

THEREOF. THE ACCESS LICENSE GRANTED HEREIN REFLECTS, AND IS SET IN RELIANCE

UPON, THIS ALLOCATION OF RISK AND THE WARRANTY DISCLAIMERS, DAMAGES

EXCLUSION AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT.

19. Indemnification To the fullest extent permitted by law, each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party, and its affiliates, and their respective officers, directors, employees, agents, successors an assigns (collectively, the “Indemnified Parties”), against any and all claims brought by or directly resulting from any third parties, including reasonable attorneys’ fees, arising out of or related to a breach of any provision of this Agreement by the Indemnifying Party.

20. Insurance

Without limiting its liability under this Agreement, each Party shall maintain adequate coverage in the form of (i) Worker’s Compensation, including Employer’s Liability, not less than statutory limits, (ii)

Commercial General Liability, and (iii) Cyber Liability during the Term of this Agreement and for three

(3) years after the Term. Such policies shall be underwritten by a Best A-rated insurance carrier, and written on a broad basis. Upon request, each Party shall furnish the other Party with certificates evidencing the amount and nature of coverage and the expiration date of each policy. Upon request by Landauer, Client shall name Landauer as an additional insured on its Commercial General Liability.

21. Time Limitation

LANDAUER, Inc. 2 Science Road Glenwood, Illinois 60425-1586 Telephone: (708) 755-7000 Facsimile: (708) 755-7011

The Parties agree that any claim alleged must be brought within one (1) year of the date the cause of action arose or be forever waived, except in the case of a breach of Landauer’s intellectual property rights or the obligations of confidentiality under this Agreement.

22. Force Majeure Landauer shall not be liable or responsible to Client, nor be deemed to have breached this Agreement, for its failure to perform or for delay in the performance of its obligations under this Agreement to the extent that such failure or delay results from causes beyond its reasonable control, including, without limitation, acts of God; fires; explosions; national emergency; wars or other criminal or terrorist acts or hostilities;

insurrections; revolutions; earthquakes; floods; epidemics or quarantine restrictions; unforeseeable governmental restrictions or controls; network connectivity interruptions, latency, or outages; lockouts, strikes, or other labor disputes (whether or not relating to either Party’s workforce); unavailability of qualified personnel, services or materials; or transportation embargoes or interruptions.

23. Governing Law

This Agreement shall be governed by the laws of the State of Washington, without regard to its conflicts of law principles. The Parties consent to the personal and exclusive jurisdiction of courts located in Washington. CLIENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT CLIENT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

24. Assignment This Agreement cannot be assigned or transferred by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, Landauer may assign this Agreement to any of its subsidiaries, divisions or other operations, or to its ultimate parent company Fortive Corporation or Fluke Corporation, or any assignee or successor in interest of Fortive Corporation or Fluke Corporation, or to any subsidiary or affiliate of Fortive Corporation, Fluke Corporation, or such assignee or successor in interest. Landauer shall provide reasonable notice of any such assignment. All assignments, delegations, sublicenses, and transfers not permitted by this Agreement shall be null and void and of no force or effect.

25. Independent Contractors The relationship created by this Agreement is that of independent contractor and neither Party nor any of its owners, directors, employees, representatives or agents is authorized to hold itself out as an employee or agent of the other Party, enter into contracts or commitments in the name of the other Party, or bind or otherwise obligate the other Party in any manner. Nothing contained in this Agreement is intended to create, nor does it create, a joint venture or partnership, or other relationship between Client and Landauer other than the relationship of independent contractor.

26. No Exclusion Each Party represents and warrants that it is not an “Excluded Provider” as defined in this Section. For purposes of this Agreement, “Excluded Provider” means a person or entity that either: (i) has been convicted of a crime related to health care, or (ii) is currently listed by a federal agency as sanctioned, debarred, excluded, suspended, or otherwise ineligible for the award of contracts by any federal agency for participation in any federal procurement or non-procurement programs or for participation in any Federal Health Care Program, as defined at 42 U.S.C. §1320a-7b(f), including, without limitation, Medicare and Medicaid. In the event that a Party, during the Term of this Agreement, is or becomes an Excluded Provider (the “Excluded Party”), the other Party (the “Non-Excluded Party”) may terminate this Agreement immediately without further obligation upon written notice to the Excluded Party.

LANDAUER, Inc. 2 Science Road Glenwood, Illinois 60425-1586 Telephone: (708) 755-7000 Facsimile: (708) 755-7011

27. Compliance with Laws

Each Party shall comply with all applicable laws, rules and regulations relating to its duties, obligations, and performance under this Agreement, including, without limitation, all applicable federal and state laws, rules and regulations. This shall include, without limitation, the federal False Claim Act (31 U.S.C. § 3729 et seq.), the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); any applicable statutory exceptions or regulatory safe harbors under the federal Anti-Kickback Statute; any state laws comparable to the federal Anti-Kickback Statute, the federal False Claims Act (31 U.S.C. § 3729 et seq.); and any state fraud and abuse laws. The Parties agree that any remuneration received pursuant to this Agreement is consistent with fair market value and is not a payment for the referral of any business payable by any Federal Health Care Program, as defined at 42 U.S.C. § 1320a-7b(f).

Each Party agrees that any reduction in price offered by Landauer pursuant to this Agreement shall constitute a “discount” or other “reduction in price” under the federal Anti-Kickback Statute and the regulatory “Discount Safe Harbor” promulgated thereunder (42 U.S.C. § 1001.952(h)). Client represents and warrants that it shall comply with the Discount Safe Harbor and fully and accurately disclose any discounts received pursuant to this Agreement to any third party payers, and to the Department of Health and Human Services and/or any State agency, as to and to the extent required by applicable third party reimbursement programs, including any Federal Health Care Program, as defined at 42 U.S.C. § 1320a- 7b(f).

28. No Waiver; Severability

The delay or failure of either Party to enforce at any time any of the provisions hereof shall not be a waiver of such provisions, any other provision, or of the right of such Party thereafter to enforce any provision hereof. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. Should any provision of this Agreement be declared invalid or unenforceable by a court or tribunal of component jurisdiction, the remainder of this Agreement will remain in full force and effect. The provision found invalid or unenforceable must be revised or interpreted to the extent permitted by law so as to uphold the intent, validity and enforceability of this Agreement.

29. Notice

A Party shall send all notifications concerning these Terms and Conditions, including termination, proposed amendments, notification at:

Landauer Inc.

2 Science Road

Glenwood, IL 60425

Email: clientsolutionsteam@landauer.com

With copy to:

Fluke Electronics Corporation c/o FHS Legal Department

6920 Seaway Blvd.

Everett, WA 98203

Client: With copy to:

30. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which, when taken together shall constitute one and the same agreement. Delivery of a signature page to this Agreement via facsimile or other electronic image transmission is legal, valid and binding execution and delivery for all purposes.

31. No Third-Party Beneficiaries

LANDAUER, Inc. 2 Science Road Glenwood, Illinois 60425-1586 Telephone: (708) 755-7000 Facsimile: (708) 755-7011

Except as expressly stated in this Agreement or as provided by applicable law, there are no third-party beneficiaries under this Agreement.

IN WITNESS WHEREOF, the Parties, through their duly authorized representatives, have duly executed this Agreement the day and year first set forth above.

LANDAUER : CLIENT :

Landauer Inc., a Delaware corporation

By: By:

Print Name: Print Name:

Title: Title:

Date: Date: