SS_2025-16_Quote.pdf

Mentice AB, Odinsgatan 10, SE-411 03 Gothenburg, Sweden, Tel: +46 31 339 94 00, Fax: +46 31 339 94 99 Mentice Inc, 820 West Jackson Boulevard Suite 250, Chicago IL 60607 Tel: +1 (877) MENTICE, Fax: +1 (847) 492-0803 info@mentice.com, www.mentice.com

Invoicing Office Mentice INC Invoicing Office Address 820 West Jackson

Boulevard Suite 250 Chicago, Illinois 60607 United States

Quote # Q-06377-1 Expiration: 7/11/2025

Prepared By Scott Lichtman Title Sales Manager, Healthcare

Systems

Contact Name Mobile Email

Phone Mobile Email scott.lichtman@mentice.com Fax

Bill To Name Valencia College Bill To 1800 S Kirkman Road

Orlando, Florida 32802 United States

Account Number

Payment Terms 30 days

Ship To Name Valencia College Ship To 1800 S Kirkman Road

Orlando, Florida 32802 United States

Delivery Terms FCA Chicago

Invoice Schedule 100% on delivery

Product Code

Product Quantity Description Term (In

Months)

Package Total

2210010 VIST Lab table 1.00 Stationary Lab configuration with Height adjustable table and mannequin, one 4k-ultra-HD TV screen on moveable stand and one HD touch screen

USD

15,950.00

2210174 VIST G7 1.00 Mentice VIST G7 system Includes: Peripheral Angiography, Coronary Essentials, Radiation Safety, & Neuro Thrombectomy

USD

33,524.00

8200054 One-way freight - VIST Lab (North America)

1.00 One-way freight for VIST Lab within United States and Canada USD 1,890.00

3210089 Subscription

- Coronary Intermediate (Evergreen)

1.00 Coronary Intermediate (Evergreen). This article replaces the Subscription

1 USD

27,075.00

SUBTOTAL: USD

78,439.00

Net Total USD 78,439.00

* Grand Total USD 78,439.00

* Quote may be subject to applicable sales, use or similar tax imposed by taxing authorities mailto:info@mentice.com http://www.mentice.com/ mailto:scott.lichtman@mentice.com

Mentice AB, Odinsgatan 10, SE-411 03 Gothenburg, Sweden, Tel: +46 31 339 94 00, Fax: +46 31 339 94 99 Mentice Inc, 820 West Jackson Boulevard Suite 250, Chicago IL 60607 Tel: +1 (877) MENTICE, Fax: +1 (847) 492-0803

Items Mentice Needs to process order:

1. Reference to this quote

2. PO articulates that this order will be governed by the Mentice TOC

GENERAL TERMS AND CONDITIONS

These Mentice General Terms and Conditions (these “Terms”) constitute the terms and conditions upon which Mentice AB (publ), a Swedish corporation, with a principal address of Odinsgatan 10, SE-411 03 Gothenburg, Sweden or, as the case may be, Mentice, Inc., a Delaware corporation, with a principal address of 820 W. Jackson Street, Suite 250, Chicago, IL 60607, United States (each of them referred to as “Mentice”) shall provide any goods or services to a customer (“Customer”) subject to the below Scope of Applicability.

1. Scope of Applicability. These Terms shall apply to the (i) purchase, sale or hire, or other provision of equipment and other tangible products provided by Mentice, including without limitation, simulator systems, consumables, accessories and spare parts, standard or customized (collectively, “Product(s)”) to Customer or any affiliate thereof, (ii) any software supplied by Mentice, either stand-alone or an integrated component of a Product (“Software”), and (iii) the provision of professional services by Mentice for Customer (“Services”). The term Product(s) shall include Software, the term Software shall include customized Software (except as provided otherwise) and the term “Deliverable(s)” shall collectively and all-inclusively refer to Product(s) and/or Services. It is the expectation of the parties that the provision of any Deliverable provided hereunder (an “Order”) shall be pursuant to a Mentice-issued quote, formal purchase order, engagement letter and/or similar authorizing document containing the specific scope of work and pricing for any performance hereunder (collectively on a per order basis, the “Order Documents”). However, these terms shall apply to any Deliverable(s) provided by Mentice for or on behalf of Customer even in the absence of any formal Order Documents and/or a reference to these Terms unless the applicability of these Terms is expressly excluded by written agreement between the parties. No Customer-provided document (including any Customer-provided Order Document) or text shall modify these Terms, nor shall any course of performance, course of dealing or usage of trade operate as a modification or waiver of these Terms or a Mentice-issued quotation, unless expressly accepted by Mentice per a signed written agreement; specifically, any terms and conditions contained in or referenced within a Customer purchase order are hereby rejected and shall have no application to any Order notwithstanding any term to the contrary contained therein. Any Order shall constitute Customer’s ratification of these Terms. Unless otherwise specified in the quotation, a Mentice-issued quotation shall expire thirty (30) days from its date and may be modified or withdrawn by Mentice before receipt of Customer’s conforming acceptance. These Terms shall also apply to any Order by an affiliate of Customer, with Customer being jointly responsible with any said ordering affiliate. The term “affiliate” as used herein means a corporation or any other entity that directly, or indirectly through one or more intermediaries, is controlled by, or is under common control with, Customer. As used herein, the term “control” means possession of direct or indirect power to order or cause the direction of the management and policies of a corporation or other entity whether (i) through the ownership of more than fifty percent

Additional Details

Mentice AB, Odinsgatan 10, SE-411 03 Gothenburg, Sweden, Tel: +46 31 339 94 00, Fax: +46 31 339 94 99 Mentice Inc, 820 West Jackson Boulevard Suite 250, Chicago IL 60607 Tel: +1 (877) MENTICE, Fax: +1 (847) 492-0803

(50%) of the voting securities of the other entity, or (ii) by contract, statute, regulation or otherwise. Any deliveries hereunder may be made by an affiliate of Mentice.

2. Use of Deliverables. Customer hereby acknowledges that, unless expressly provided otherwise for any given Deliverable, Deliverables are not medical devices and their safety and effectiveness as medical devices have not been demonstrated. Medical practitioners are ultimately and solely responsible to determine what means and methods are necessary and adequate for operational competency and patient care, and to comply with all applicable rules and regulations for training, research, and clinical work.

3. Software License. Mentice grants Customer a limited, non-exclusive, non-transferable, non-assignable, personal license for use of any Software and only in connection with the designated Product. Customer shall not extract any Software from its associated Product, nor reverse engineer any IP, nor endeavor to access, decompile or otherwise reduce or attempt to reduce Software to source code program form. The license granted is subject to Mentice’s license terms, the timely payment by Customer of the subscription fee (or an upfront fee as the case may be) and Customer reports, in the manner determined by Mentice, the location of the associated Product (and any changes thereof). Mentice’s license terms and the subscription fee are subject to change. The initial term of the subscription is one (1) year from delivery.

The initial term will automatically renew for successive one (1) year terms unless either party notifies the other in writing, not less than thirty (30) days prior to the expiration of the current term, of its intention not to renew. Both the initial term and any renewal term are subject to earlier termination as otherwise provided for by Mentice’s license terms. Customer shall incorporate the license terms in any resale of Software.

4. Pricing. The price for any Deliverables shall be as set forth in the applicable Order Documents.

Customer acknowledges that the pricing of the Deliverables and the other terms set forth herein have been set based on an agreed allocation between the parties of the risk for any defective Deliverables;

Customer further acknowledges that the pricing and terms would have been different if there had been a different allocation of the risk.

5. Taxes. Except as otherwise expressly agreed, the prices do not include federal, state or local sales, use, goods and services, excise or other similar taxes or duties applicable to goods or services involved in a transaction. All such taxes shall be paid by Customer, unless Customer provides Mentice with evidence satisfactory to Mentice of exemption from such taxes. When Mentice is required by law or regulation to collect such taxes, Customer agrees that Mentice will add such taxes to the sale price of the Deliverables.

6. Payment Terms. If payment terms set forth in the applicable Mentice-provided quote mirror those set forth in a corresponding Customer-generated purchase order then those terms shall apply, in all other cases payment terms shall be due in full upon signing of the issuing/confirming Order Document.

All payments shall be made in the currency stated on invoice. Customer shall pay any bank fees and charges and reasonable administration costs. No discounts or setoffs shall be made by Customer against any invoices unless approved in advance by Mentice. Any invoiced amount which is not paid when due may bear interest at the rate of 1.5% per month or the highest rate then permitted by law, whichever is less, until paid in full. Mentice reserves the right to exercise any of its lawful remedies if Customer does not make payments when due. Customer shall promptly reimburse Mentice for all costs and expenses, including attorneys’ fees, incurred by Mentice in collecting sums due hereunder.

Mentice AB, Odinsgatan 10, SE-411 03 Gothenburg, Sweden, Tel: +46 31 339 94 00, Fax: +46 31 339 94 99 Mentice Inc, 820 West Jackson Boulevard Suite 250, Chicago IL 60607 Tel: +1 (877) MENTICE, Fax: +1 (847) 492-0803

7. Customer Credit. If the financial condition of Customer at any time becomes unsatisfactory to Mentice, in Mentice’s sole discretion, or if Customer fails to make any payment when due, in addition to any other rights Mentice may have, Mentice may defer or decline to make any shipment or shipments hereunder or may condition any such shipment upon receipt of satisfactory security or cash payments in advance.

In the event any Deliverables are purchased hereunder per credit extended by Mentice to Customer, Customer hereby grants to Mentice a security interest and right of repossession in all Products and all proceeds and products thereof until all amounts due or to become due hereunder have been paid. Any repossession and removal of Products shall be without prejudice to any of Mentice’s other remedies at law or in equity. Customer agrees, at any time and without further consideration, to do or cause to be done, executed and delivered, all such further acts and instruments (including without limitation financing statements appropriate for filing) as Mentice may reasonably request in order to perfect Mentice’s security interest.

8. Delivery/Title. Delivery or shipping dates are approximate only and merely represent Mentice’s best estimate of the time required to make delivery or shipment. Deliveries may be in multiple installments.

Mentice will not be liable for loss or damages due to any delay in delivery. If shipping terms set forth in the applicable Mentice-provided quote mirror those set forth in a corresponding Customer-generated purchase order, then said terms shall govern. In all other cases shipping terms shall be FCA, premises of Mentice in Gothenburg, Sweden (or Chicago, United States, as the case may be) (INCOTERMS 2020) or via a carrier selected by Customer at its option, or otherwise by Mentice, and will be packed in Mentice’s standard commercial shipping packages. In the event Mentice assists Customer in arranging transportation and insurance, title and risk of loss or damage will pass to Customer upon Mentice’s delivery of the Products to the carrier for shipment to Customer. Customer shall reimburse Mentice for any and all costs for transportation, insurance and, in respect of the period after the date Mentice is prepared to make delivery, storage incurred by Mentice. In the event a Product being rented or leased by Customer, title will not pass to Customer and where a Product is subject to hire purchase, title will pass upon full payment by Customer.

9. Acceptance and Returns. Customer shall inspect Products promptly upon receipt. Unless Customer notifies Mentice of any suspected nonconformity within five (5) business days after receipt of a Product, describing the nonconformity in reasonable detail, Customer shall be deemed to have accepted the Products. Acceptance as aforesaid shall constitute acknowledgment of full performance by Mentice of all its obligations hereunder. No Products shall be subject to returns (other than pursuant to a valid warranty claim) except upon (a) written approval of Mentice and (b) payment of a fair and equitable restocking charge as determined by Mentice’s restocking charge policy at the time of return.

10. Cancellation and Reschedules. No confirmed Order shall be subject to cancellation except upon

(a) written approval of Mentice, and (b) payment of equitable compensation, including profit margin, as determined by Mentice at the time of cancellation. Customer may only reschedule an order with Mentice’s written consent, which may be granted or withheld in Mentice’s sole discretion. A reschedule should not extend further than an additional thirty (30) calendar days from original ship date requested.

Reschedules may be subject to a 10% fee, as determined by Mentice, based on total amount of the order or portion of the order rescheduled.

11. Product(s) Rentals/Leasing. The rental or leasing of Product(s) by Customer, without regard whether the term “rent”, “hire purchase”, “lease”, “subscription” or other term is utilized to refer to the temporary

Mentice AB, Odinsgatan 10, SE-411 03 Gothenburg, Sweden, Tel: +46 31 339 94 00, Fax: +46 31 339 94 99 Mentice Inc, 820 West Jackson Boulevard Suite 250, Chicago IL 60607 Tel: +1 (877) MENTICE, Fax: +1 (847) 492-0803 grant of use of any Product(s) by Mentice to Customer, shall be subject to these Terms and the applicable Order Documents. If a specific location is designated in the Order Documents, then Customer agrees that, absent an emergency such that the Product(s) is in imminent risk of damage, Customer will not permit the Product(s) to be moved to an alternative location without the prior written consent of Mentice. Customer will maintain the Product(s) in a secure and suitable work environment and shall ensure that any use of the Product(s) is overseen by competent staff trained on its use. Customer shall use the Product(s) only during the agreed rental term and only in the manner for which it was designed and intended. Customer shall comply with all applicable laws and regulations and with all applicable Mentice requirements, policies, procedures, license terms and instructions relating to the Product(s) and/or the use thereof. Customer is responsible for ensuring that the Product(s), its packaging, labels and its documentation are preserved in an “as-new” condition. Customer may not sell, lend, assign, transfer, lease, or license the Product(s). Customer agrees to promptly give notice to Mentice of any loss or damage to the Product(s). Mentice and its agents have the right to inspect, repair, and maintain the Product(s) at all times. Customer shall keep the Product(s) free and clear of all liens, charges, encumbrances, security interests, legal processes and claims against the Product(s) whatsoever (collectively, “Encumbrances”), including but not limited to Encumbrances by landlords or secured creditors. Customer shall maintain all risk insurance against loss or damage to the Product(s) from any cause whatsoever for no less than 100% of the total price, and such insurance shall, to the extent possible, specify Mentice as the “loss payee”. Upon request from Mentice, Customer shall maintain such records and take such other actions with respect to the Product(s) as may be required by law or otherwise deemed necessary by Mentice to protect both title and ownership interests of Mentice in and to the Product(s). Customer shall not modify, adjust, or change the Product(s), or add, affix, attach any accessories, parts or replacements to the Product(s) without the express prior written consent of Mentice. Upon the return date (as specified in the Order Documents), Customer shall return the Product(s) to Mentice in good repair, condition, and working order, ordinary wear and tear resulting from proper use thereof alone excepted. With the sole exception of defects to the Product(s) that would ordinarily be covered by Mentice’s then-current standard warranty for such Product(s), Customer assumes responsibility for all defects/damages to the Product(s) and missing components. Except as otherwise expressly agreed in writing by Mentice, Customer acknowledges and agrees that in the event any Product is not received by Mentice within seven (7) days following the return date (i.e. the expiration of the agreed rental term), Customer shall have purchased (or licensed, as applicable) such Product for the prices applied by Mentice at the return date and shall remit payment in full for such Product to Mentice within ten (10) days from that date.

12. Limited Warranty.

(a) Products (excluding Software and customized Software). Except as otherwise stated herein or in an Order Document (if any) delivered to Customer, Mentice warrants to Customer (the “Limited Warranty”) that the Products (excluding Software and customized Software, which are addressed hereafter) shall be: (i) free of Encumbrances when shipped to Customer, (ii) free of defects in materials and workmanship for a period of twelve (12) months from the date of delivery to Customer, except in the case of silicone vessels, for which the applicable warranty period shall be six (6) months from delivery (as applicable, “Warranty Period”) and (iii) comply with any safety, health and environmental protection requirements applicable within the European Economic Area. Damage from ordinary wear and tear shall not be deemed Product defects and are not covered by the Limited Warranty. Customer shall notify Mentice in writing promptly (and in no case later than fifteen (15) calendar days after discovery) of a suspected

Mentice AB, Odinsgatan 10, SE-411 03 Gothenburg, Sweden, Tel: +46 31 339 94 00, Fax: +46 31 339 94 99 Mentice Inc, 820 West Jackson Boulevard Suite 250, Chicago IL 60607 Tel: +1 (877) MENTICE, Fax: +1 (847) 492-0803 claim under the above Limited Warranty, describing in commercially reasonable detail the symptoms associated with such suspected failure, and shall provide to Mentice the opportunity to inspect such a Product, if possible. The notice must be received by Mentice during the Warranty Period. Within a reasonable time after receipt of the allegedly defective Product and verification by Mentice that the Product fails to meet the Limited Warranty, Mentice shall correct such failure by, at Mentice’s option, either (i) modifying or repairing the Product, or (ii) replacing the Product. Such modification, repair or replacement and the return shipment of the Product to Customer shall be at Mentice’s expense. If Mentice is unable to modify, repair or replace Products to conform to the Limited Warranty, then Mentice shall, at Mentice’s option, either refund to Customer or credit to Customer’s account in the event of and to the extent of an outstanding balance, the purchase price of the Product.

(b) Software. With respect to Software (excluding customized Software), Mentice grants Customer a warranty that said Software will operate in accordance with applicable Mentice specification (the “Software Warranty”). The Software Warranty shall be limited to a duration of twelve (12) months following delivery, during which warranty period, Mentice will design, code, check-out, document and promptly deliver any amendments or alterations to the Software that may be required to correct errors present at the time of its delivery and which materially affect performance in accordance with the specifications. The Software Warranty is contingent upon: (i) Customer advising Mentice in writing of such errors, (ii) the integrated or non-integrated Software is being used only in conjunction with the Product specified for such Software and (iii) there having been no alterations, modifications or enhancements to the Software which were not approved in writing by Mentice. Mentice specifically excludes from any warranty, the uninterrupted or error-free use of Software. In the event Mentice is unable to remedy the defect in accordance with the Custom Software Warranty, Mentice may, at its expense, either: (a) repair and/or replace the Software with functionally equivalent Software, or (b) remove the Software and refund the purchase price for the Software. The period set out in the foregoing shall not apply in respect of Software being subscribed for by Customer. Mentice’s obligation to design, code, check out, document and deliver promptly any amendments or alterations to such Software shall apply during the subscription period.

(c) Customized Software. With respect to Software customized for Customer, Mentice grants Customer a warranty that said Software will operate in accordance with applicable Mentice specification (the “Custom Software Warranty”). The Custom Software Warranty shall be limited to a duration of ninety (90) days following delivery, during which warranty period, Mentice will design, code, check-out, document and promptly deliver any amendments or alterations to the Software that may be required to correct errors present at the time of its delivery and which materially affect performance in accordance with the specifications. Mentice specifically excludes from any warranty, the uninterrupted or error-free use of customized Software. The Custom Software Warranty is contingent upon: (i) Customer promptly notifying Mentice in writing of any errors or problems with the Software, (ii) the Software being used only in conjunction with the Product specified for such Software, and (iii) there having been no alterations, modifications or enhancements to the Software which were not approved in writing by Mentice. In the event Mentice is unable to remedy the defect in accordance with the Custom Software Warranty, Mentice may, at its expense, either: (a) replace the Software with functionally equivalent Software, or (b) remove the Software and refund the purchase price for the Software.

(d) Services (excluding Software and customized Software). Mentice warrants to Customer (the “Service Warranty”) that Services will be provided in accordance with good standards that are generally accepted

Mentice AB, Odinsgatan 10, SE-411 03 Gothenburg, Sweden, Tel: +46 31 339 94 00, Fax: +46 31 339 94 99 Mentice Inc, 820 West Jackson Boulevard Suite 250, Chicago IL 60607 Tel: +1 (877) MENTICE, Fax: +1 (847) 492-0803 within the European Economic Area. Mentice shall correctly reperform any Services without further cost to Customer, if Customer notifies Mentice in writing of the substandard Services no later than ten (10) days after they are rendered. However, Mentice has no duty to incur costs for corrective reperformance that exceed service fees paid for the Services being reperformed.

(e) Mentice shall have no liability in respect of third-party software. Any of the following shall void the Limited Warranty, Software Warranty and/or Custom Software Warranty, whichever may be applicable:

(i) improper installation or testing, which includes repair work or accessing internal components of any Product by any person other than a Mentice or Mentice-authorized technician, (ii) failure to provide a suitable operating environment, (iii) use of Products for purposes other than that for which it was designed or intended, which is educational and training purposes, (iv) failure to monitor or operate the Products/Software in accordance with applicable Mentice specifications and good industry practice, (v) unauthorized attachment or removal or alteration of any part of the Product, (vi) unusual mechanical, physical or electrical stress, (vii) modifications or repairs done by other than Mentice or a Mentice-authorized contractor, (viii) use of non-Mentice or Mentice-authorized spare parts, consumables, software, or (ix) any other abuse, misuse, neglect or accident. Following the relevant warranty period, Customer may continue to receive Product maintenance, support services and Software maintenance by Customer’s execution of Mentice’s then–standard maintenance agreement and payment of Mentice’s then–current charge for such maintenance.

(f) The remedies set forth in this Section 12 shall be Customer’s exclusive remedies of Customer and the exclusive liability of Mentice in the event Products and/or Services are nonconforming/breach of warranty. Except for the express warranties set forth above, Mentice makes no other representations, warranties or conditions, expressed and implied, statutory or otherwise, whether regarding quality, functionality or otherwise. MENTICE EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In no event shall Mentice be liable for cost of procurement/cover or installation of substitute goods or services by Customer.

13. Ownership of Developments. Mentice retains all ownership and title to all intellectual property, including patents, copyrights, trade and services marks, trade secrets, ideas and concepts, know-how, methods, techniques, templates, and computer software and/or code (collectively, “IP”) provided or created in connection with or pursuant to any Order hereunder, notwithstanding the disclosure and/ or delivery to Customer of said IP. Customer agrees that any Deliverable designed or developed on behalf of Customer or any update or enhancement thereof, whether or not requested and/or paid for by Customer, and whether or not developed in conjunction with Customer’s employees or agents, shall be the exclusive property of Mentice. Customer further agrees that updated or enhanced versions or releases of any Deliverable are not “works for hire”. Customer agrees not to modify, adapt, translate, or create derivative works from or based on Software and accompanying documentation and not to distribute copies of the Software or accompanying documentation to any third party in violation of these Terms.

14. Third Party Property. Third party tangible or intangible property, including but not limited to Software, may be provided/integrated with/into a Deliverable; Customer’s use of said property shall be subject to any terms and conditions applicable to said third-party property.

15. General Indemnity; Limitation of Liability. Customer and Mentice (“Indemnifying Party”) shall defend, indemnify and hold harmless the other and their respective owners, directors and employees from

Mentice AB, Odinsgatan 10, SE-411 03 Gothenburg, Sweden, Tel: +46 31 339 94 00, Fax: +46 31 339 94 99 Mentice Inc, 820 West Jackson Boulevard Suite 250, Chicago IL 60607 Tel: +1 (877) MENTICE, Fax: +1 (847) 492-0803 and against all claims, costs (including but not limited to reasonable attorney’s fees and associated legal costs), damage and liability arising from or relating to a third party claim for personal injury or tangible property damage arising out of the negligence or intentional misconduct of the Indemnifying Party. NOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER

FOR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER

(INCLUDING BUT NOT LIMITED TO PRODUCT LIABILITY), WHETHER ARISING OUT OF CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, EVEN IF THE PARTY HAD BEEN ADVISED OF THE POTENTIAL HARM.

16. Intellectual Property Infringement. Subject to the terms and limitations set forth in this Section 16, Mentice shall indemnify, defend and keep Customer harmless from and against any third-party claim that any Product provided hereunder infringes upon said third party’s rights per intellectual laws of the United States and the European Union (“Applicable IP Law”).

If any Product is held to infringe any valid patent under Applicable IP Law and the use of the Product is enjoined or in case it may, in the opinion of Mentice, be held to constitute such infringement, Mentice shall at its expense and in its sole discretion: (i) procure for Customer the right to continue using the Product, (ii) replace the Product with a functionally equivalent non-infringing Product, (iii) suitably modify the Product, while maintaining its conformance to all product descriptions and specifications agreed to by the parties or (iv) remove the Product and refund the purchase price and transportation costs for the Product, less deduction for depreciation equal to twenty percent (20%) of the purchase price for each year of use since purchase.

Notwithstanding the above, Mentice shall not be obligated to indemnify Customer to the extent: (a) the allegedly infringing Product is modified or combined with other devices not provided by Mentice, in either case, without Mentice’s written approval, (b) the alleged infringement arises out of any modification or customization of any Product per the request or directions of Customer, or (c) the Product is utilized in a manner or for a purpose other than its express intended purpose, and in the event of any claim under (a) through (c) is brought against Mentice, Customer shall indemnify and defend Mentice.

The foregoing states the entire liability of Mentice and the exclusive remedy of Customer, with respect to any alleged intellectual property infringement in connection with a delivery hereunder.

17. Proprietary Information. As used herein, the term “Proprietary Information” includes any information, material or apparatus, of a confidential or proprietary nature obtained from the disclosing party and any information obtained from the disclosing party which is not readily available to the disclosing party’s competitors and which, if known by a competitor of the disclosing party, might lessen any competitive advantage of the disclosing party or give such competitor a competitive advantage.

Any party hereto disclosing Proprietary Information to the other retains ownership of said disclosed Proprietary Information, whether written, oral, electronic, visual, graphic, photographic, observational or otherwise, and all documentation, which contains Proprietary Information. The receiving party shall not disclose, duplicate or reproduce any Proprietary Information, in whole or in part, nor shall the receiving party use any Proprietary Information other than in the course of performing its obligations hereunder.

The receiving party shall take all reasonable steps to prevent the disclosure, duplication or reproduction of any Proprietary Information.

18. Assignability. Without the express prior written consent of the other party except as provided otherwise below, neither party shall assign any of its rights under an Order/Order Document without the prior written consent of the other party; provided, however, that either party may assign an Order/Order

Mentice AB, Odinsgatan 10, SE-411 03 Gothenburg, Sweden, Tel: +46 31 339 94 00, Fax: +46 31 339 94 99 Mentice Inc, 820 West Jackson Boulevard Suite 250, Chicago IL 60607 Tel: +1 (877) MENTICE, Fax: +1 (847) 492-0803

Document to an affiliated party or in the event of a merger, change of control or the sale of substantially all of its assets. The subcontracting of services by Mentice shall not be deemed an assignment of an Order/Order Document and is expressly permitted hereunder but without the release of Mentice for its performance hereunder. These Terms shall be binding upon the parties, their successors and assigns, and shall inure to the benefit of the parties, their successors, and permitted assigns.

19. Force Majeure. If the performance by either party should be prevented, delayed, restricted or interfered with by acts of God, acts of public enemies, strikes, riots, war, serious fire, flood, earthquake or other natural catastrophe, pandemics or epidemics (including any effect caused by COVID-19 (“COVID-19”: means the outbreak of the virus known as “SARS-CoV-2” or any mutation thereof or the disease known as “coronavirus disease 2019”), or any other circumstances outside the reasonable control of the party and recognized under international commercial practice as constituting force majeure, then the party so affected shall, upon giving prompt notice of the same, be excused from such performance to the extent of such prevention, delay, restrictions or interference, provided that the party so affected shall use commercially reasonable efforts to avoid or remove such causes of nonperformance and promptly resume performance hereunder when such causes have been removed.

20. Miscellaneous.

(a) Waiver. The failure of either party to enforce at any time any provision of these Terms or to exercise any option which is herein provided or to require or to fail to require at any time performance by the other party of any provision hereof shall in no way affect the validity of these Terms or any part hereof or the right of such forbearing party thereafter to enforce its rights hereunder, nor shall it be taken to constitute a waiver of the default or acquiescence of any other or subsequent default or breach by the other party.

(b) Notices. Any writing or notice required or provided for herein shall be delivered in person, sent by email, certified or registered mail, or otherwise delivered to the appropriate party at such party’s official address. Notice shall be deemed given when personally delivered to an authorized representative of the receiving party, by email upon confirmation of receipt by the intended recipient, or upon delivery if sent by registered or certified mail.

(c) Publicity. Customer hereby consents to Mentice referring to Customer as a user of its Deliverables or a customer of Mentice in sales materials (in any form and medium and any sales related situation).

(d) Governing Law and Disputes (Mentice, Inc.). For any transaction where the contracting party is Mentice, Inc., this paragraph shall govern to the exclusion of paragraph (e) below: These Terms, any Order and Order Document shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to principals governing conflicts of law. Any dispute, controversy or claim arising out of or in connection with these Terms, any Order and Order Document, or the breach, termination or invalidity hereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the American Arbitration Association for expedited arbitration procedure. Arbitration proceedings shall be conducted in English and take place in a mutually acceptable venue situated in Cook, DuPage or Lake County in the State of Illinois. Notwithstanding the foregoing, any action or proceedings by Mentice against Customer may be brought by Mentice in any court(s) or similar bodies having jurisdiction over Customer. The prevailing party in any dispute shall be entitled to an award of reasonable attorney’s fees and related costs.

Mentice AB, Odinsgatan 10, SE-411 03 Gothenburg, Sweden, Tel: +46 31 339 94 00, Fax: +46 31 339 94 99 Mentice Inc, 820 West Jackson Boulevard Suite 250, Chicago IL 60607 Tel: +1 (877) MENTICE, Fax: +1 (847) 492-0803

(e) Governing Law and Disputes (Mentice AB (publ)). For any transaction where the contracting party is Mentice AB (publ), this paragraph shall govern to the exclusion of paragraph (d) above: These Terms, any Order and Order Document hereunder shall be governed by and construed in accordance with the laws of Sweden, without regard to principals governing conflicts of law. Any dispute, controversy or claim arising out of or in connection with these Terms, any Order and Order Document, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the SCC Arbitration Institute. The arbitral tribunal shall be composed by one (1) arbitrator and the seat of arbitration shall be Gothenburg, Sweden. The language to be used in the arbitral proceedings shall be English. Notwithstanding the foregoing, any action or proceedings by Mentice against Customer may be brought by Mentice in any court(s) or similar bodies having jurisdiction over Customer. The prevailing party in any dispute shall be entitled to an award of reasonable attorney’s fees and related costs.

(f) Severance. If any provision of these Terms, or the application thereof to any person or circumstance should, for any reason and to any extent, be deemed invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by applicable law.

(g) No Agency or Partnership. Neither Customer nor Mentice shall be deemed a legal agent or partner of the other for any purpose whatsoever, and accordingly, neither Customer nor Mentice have the authority to assume or to incur any obligation or responsibility, express or implied, for or on behalf or in the name of the other, nor to bind the other in any other matter except as may be expressly stated in these Terms.

(h) Amendments. These Terms may only be amended by a written instrument signed by authorized personnel of both parties.

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The person signing this document represents and warrants that he/she is authorized by the purchasing party to do so in their name.

Accepted and Agreed:

By:

Title:

Date:

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