FSS-65-VA - Carestream Health, Inc. - V797P3128M

DEPARTMENT OF VETERANS AFFAIRS

Federal Supply Service

Authorized Federal Supply Schedule Price List

On-line access to contract ordering information, terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSA Advantage!™, a menu-driven database system. The INTERNET address for GSA Advantage!™ is GSAAdvantage.gov

Medical and Dental X-ray Film & Equipment

FSC Group 65, Part V, Section A

Contract Number: V797P – 3128M Contract Period: January 1, 2007 to July 31, 2015

( For more information on ordering from Federal Supply Schedules, enter the following address into your web browser:

http://gsa.gov/portal/category/100623 )

Carestream Health, Inc.

150 Verona Street

Rochester, NY 14608 http://www.carestream.com

Business Size: Large

Customer Service Phone Numbers: Refer to Number 13 in Terms and Conditions section of catalog l125713 Typewritten Text

Carestream Health, V797P-3128M Terms and Conditions

1A. Table of Award:

SIN Description V-1(1) Medical X-Ray Film V-1(2) Oncology Film V-1(3) Mammography Film V-1(4) MIS Autoradiography Products

V-1(5) DryView Cartridge Films, 125 Sheet Box

V-1(6) DryView Film, 100 Sheet Box V-2 Dental X-Ray Films V-3 Multiloader Equipment V-5 X-ray Film Processors V-6(1) Cassettes & Intensifying Screens

(Medical) V-6(2) Cassettes & Intensifying Screens

(Dental) V-6(3) Cassettes & Intensifying Screens

(Mammography) V-7(1) Dental DMI Items V-7(2) Dental Chemicals V-7(3) Medical Chemicals V-7(4) Dental Digital V-7(5) Misc Medical Items V-9 DryView Systems & Accessories

B. See price list.

C. N/A.

2. Maximum Order:

V-1 $100,000 V-2 $100,000 V-3 $100,000 V-5 $100,000 V-6 $100,000 V-7 $10,000 V-9 $300,000

3. Minimum Order:

None. However, all products must be purchased in established minimum/multiples or case quantities to receive the awarded basic discount.

4. Geographic Coverage:

The 50 states, the District of Columbia, and Puerto Rico.

5. Production Points:

Products Meet Trade Agreements Act Certifications. The production points are: Oakdale, MN; Rochester, NY; White City, OR; Mexico;

France; United Kingdom and Germany.

6. Prices:

The prices shown herein are net after a base federal supply schedule discount has been deducted. Prices include Industrial Funding Fee.

7. Quantity Discounts: None.

8. Payment Terms: Net 30 days.

9. Government Credit Card:

A. Use of the Government Credit Card is accepted.

B. No additional discount is applied for Government Credit Card use.

10. Foreign items: Items are TAA Compliant.

Cat# Description Country

1011378 105MMX150FT

CARESTREAM PFH-

France

T/2638/SPEC-874

1808187 CARESTREAM

DENTAL MINI FILM

VIEWER

Japan

8526444 CARESTREAM LED

SAFELIGHT W/NOTH

AMERICA STD BASE

E26 115V

Great Britain

1347582 CARESTREAM X-

OMAT

MULTILOADER

7000/700/300

UNIVERSAL

MAGAZINE

Germany

7185275 CARESTREAM

MINILOADER 2000

SUPPLY MAGAZINE

Germany

7192636 CARESTREAM

MINILOADER 2000 P

HUMIDIFIER

Germany

7218944 MINILOADER 2000

LW REC.MAG

18X24CM

Germany

7218969 CARESTREAM

MINILOADER 2000

Germany

7230386 MINILOADER 2000P

DARKROOM FILM

FEED

Germany

8160095 CARESTREAM MIN-R

MAMMOGRAPHY

INTEGRATED

ASSEMBLY

Mexico

1257674 CARESTREAM X-

OMAT MOUNTING

STAND, MODEL 3000

RA

Mexico

5280094 CARESTREAM MIN-R

SCREEN CLEANER

WIPES

Sweden

8344061 CARESTREAM

MEDICAL X-RAY

DEVELOPER AND

REPLENISHER 10GL

Canada

11. Time of Delivery:

A. Normal delivery is within 30 days ARO (After Receipt of Order) for in-stock products. Nonfactory-stocked products may require 45-60 days ARO.

Note: Materials 8041196, 8756447, 8809360, 8916215 (in SIN V-1-4) are speciality order items. They are not available in case quantities. The time of delivery for these materials is 42 Days

ARO.

B. Expedited delivery is within 3 days ARO. Government customers will be responsible for the difference between normal delivery prices and expedited charges.

C. Overnight or 2-Day Delivery Times are product and customer shipping site dependent. Pease contact Carestream Health’s Customer Service Group when overnight or 2-Day Delivery time is required to determine if it is feasible.

Site Preparations for DryView Equipment under SIN V-9: The essential site preparations required for installation of the System are set forth in the Site Specifications document which will be provided to the Customer by Carestream Health, Inc.. Prior to the scheduled installation, Customer will confirm that the site meets all requirements identified in the Site Specifications document.

Failure of the Customer to meet the site preparation schedule may cause rescheduling of the System shipment, installation, and/or training. Customer will be responsible for any and all additional costs associated with any rescheduling due to delay of the site readiness.

Delivery/Inspection for DryView Laser Imagers (SIN V-9):

Delivery terms are FOB Destination. Customer is responsible for reporting any damage or shortages, which occur during shipment.

If Customer fails to report damages or shortages as set out below, Customer will bear the risk of loss.

Customer must inspect arriving shipments and report errors in shipment promptly. Specifically, visible damage and shortages must be reported (a) to the carrier, by noting on the carrier’s delivery manifest when Customer signs for the shipment and (b) to Carestream Health, Inc. within twenty four (24) hours after delivery. Concealed damage or shortages involving cartons received intact must be reported within thirty (30) days after receipt. Customer or the carrier must save all original packaging for inspection.

Unless Customer arranges for an alternate shipment method in connection with a particular shipment, Carestream Health, Inc. will select the carrier and method of transportation, and Carestream Health, Inc. will pay the freight charges. When Customer makes such alternate shipment arrangements, delivery terms will be FOB Carestream Health, Inc.’s Shipment Dock and Customer will be responsible for payment of all freight charges associated with the shipment.

If Customer requests expedited delivery, Carestream Health, Inc.

will prepay the freight charges. Carestream Health, Inc. will reflect the incremental charges for expedited delivery on the invoice and such charges will be payable in accordance with the payment terms set forth in this Agreement.

If the System is delivered to a temporary storage location, Customer is responsible for relocation of the System prior to the installation date. Customer is also responsible for the security of the System after the System is received. Failure of System to be at the proper location on the scheduled installation date may result in additional charges due to the idling of Carestream Health, Inc.

personnel.

Installation/Acceptance of DryView Equipment: Customer agrees to provide Carestream Health, Inc.’s authorized personnel with reasonable and safe access to Customer’s premises to the extent necessary for Carestream Health, Inc. to perform its installation obligations under this Agreement. Customer further agrees to permit remote access to Carestream Health, Inc. through a secure communication link to applicable Carestream Health, Inc.

equipment for purposes of quantifying, qualifying and, in some cases, rectifying System problems that may occur. Failure to provide remote access may result in delayed installation and service.

The System is deemed accepted as set forth below:

The System will be accepted upon the earlier of: Carestream Health, Inc.’s completion of the System installation; or Customer’s use of the System in a clinical environment or for clinical purposes.

Upon acceptance, the Customer will be invoiced for any outstanding balances related to the System in accordance with the payment terms set forth in this Agreement. Acceptance cannot be revoked due to subsequent System performance issues; rather any such performance issues will be addressed pursuant to the warranties set forth in this Agreement.

12. FOB Point:

Prices shown are FOB destination within the 50 states, the District of Columbia, and Puerto Rico.

13. Ordering Addresses:

SIN V-1, V-2, V-3, V-5, V-6 and V-7 (Analog):

Carestream Health Inc.

Written Orders:

Prolongacion Mariano Otero #408 Col Ciudad del Sol Zapopan Jalisco Mexico Zip 45050 Email: us-cos-federalgov@carestream.com

866-927-1046 Phone Orders:

Fax: 800-334-9262 Continental

Geographic Coverage:

United States, Alaska and Hawaii

SIN V-9 (Digital):

Carestream Health, Inc.

150 Verona Street

Rochester, NY 14608-1733 Email: us-hi-digitalorders@carestream.com

800-810-0327 Fax:800-445-

Continental United States, Alaska and Hawaii

APO/FPO CUSTOMERS INCLUDING ORDERS

ORIGINATING FROM PUERTO RICO

Written Orders:

Carestream Health, Inc.

Phone Orders:

150 Verona Street Mail Code: 01126 Rochester, NY 14608-1733 analog@carestream.com

1-800-677-9933 Fax: 1-800-933- Hours of Operation:

8:00 am - 6:00 pm

EST. M-F

Continental United States, Alaska and Hawaii

A. Ordering Procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA’s), and a sample BPA can be found at the GSA/FSS Schedule homepage (fss.gsa.gov/schedules).

B. Purchase Orders: If terms on customer’s purchase order differ from contract terms, contract terms apply.

14. Payment Addresses:

Remittances should be made to:

Carestream Health, Inc.

1756 Solutions Center Chicago, IL 60677-1007

Remittance can be made electronically to:

Financial Institution: PNC Bank N.A. (Pittsburgh National Bank)

500 First Avenue Pittsburgh, PA 15219 Telephone: 877-824-5001 opt 1 Nine-Digit Routing Transit Number:

043000096

Account: Carestream Health, Inc.

Account Number:

(CCD/CCD+)/CTX

1019795039

For questions, call:

Payee/Company Information:

Carestream Health, Inc.

150 Verona Street Rochester, NY 14608

Taxpayer ID Number: 20-8190334 Carestream Contact: Laurie Hurley Telephone: 585-627-8911

15. Warranty:

V-1, V-2, V-7(1) V-7(2), V-7(3) and V-7(5): Carestream Film, Distributed Medical Imaging, Medical and Dental Chemicals Warranty CARESTREAM films are warranted to be merchantable and free from defects in manufacture, labeling, and packaging for the useful life of the products as indicated by the expiration date on the packages. In the event of a claimed defect, Carestream Health, Inc. will replace the defective products or refund the full purchase price of the defective products. Carestream Health, Inc. will pay all freight costs for products returned under the terms of this warranty.

Except as otherwise provided by an express or implied warranty, Carestream Health, Inc. will not be liable to the Government in a breach of warranty action for consequential damages resulting from any defect or deficiencies in accepted items.

Note: the Dental LED Safelight is under a 3-year warranty from date of purchase, to end-user.

V-1(4): MIS Autoradiography Products Warranty It is understood that the products are for research only. These products are not to be used for, nor are they to be promoted for sales for use for, diagnostic purposes or for other uses regulated by the US Food and Drug Administration or other governmental entities having regulatory programs and powers comparable or similar thereto.

Carestream Health, Inc. warrants the products sold shall be free from defects in workmanship and material under normal use and service for a period of one (1) year from date of delivery. Liability is limited to repair or replacement of the product at our discretion. This warranty is in lieu of all warranties either expressed or implied. Carestream Health, Inc.

disclaims all other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose.

Carestream Health, Inc. will in no event be liable for any direct, indirect, special, consequential, punitive damages, even if Carestream Health, Inc. has been advised of the possibility of such damages and Carestream Health, Inc.’s liability shall be limited to the selling price. Any claim hereunder must be commenced within 1 year after the cause of action has occurred.

V-3 and V-5: Analog Equipment Warranty Carestream Health, Inc. Analog Equipment is sold with a 30-day warranty. Accessories are sold with a one-year warranty. Except as otherwise provided by an express or implied warranty, Eastman Carestream Health, Inc. will not be liable to the Government in a breach of warranty action for consequential damages resulting from any defect or deficiencies in accepted items.

The end-user is responsible for installation and warranty service.

Carestream Health, Inc. Analog Equipment distributor responsibility for warranty service is described in the user’s guide/operator’s manual of the product. The end-user should call 800-677-9933 for the location of authorized Carestream Health, Inc. X-Omat Distributors.

Call 1-866-927-1023 for parts.

Call 1-800-328-2910 for technical support.

V-6(1) , V-6(2) and V-6(3): Medical Cassettes and Screens and Dental Screens Warranty Screen Warranty: Carestream Health, Inc. warrants CARESTREAM Intensifying Screens to function properly for five years from date of purchase, or from date of manufacture if proof of purchase is not available. This warranty applies only the new screens installed in CARESTREAM Cassettes, or equivalent, and does not apply to screens installed in any automated or semiautomated film-handling device not manufactured by Carestream Health, Inc.. If these screens do not function properly within five years after purchase, or after date of manufacture if proof of purchase is not available, Carestream Health, Inc. will replace the screens at no charge, unless the screens are damaged by misuse or other circumstances beyond Carestream Health, Inc.'s control. Except as otherwise provided by an express or implied warranty, Carestream Health, Inc. will not be liable to the Government in a breach of warranty action for consequential damages resulting from any defect or deficiencies in accepted items.

Cassette Warranty: Carestream Health, Inc. warrants the CARESTREAM Cassette to function properly for one year from date of purchase. If the CARESTREAM Cassette does not function properly within one year after purchase, Carestream Health, Inc. will repair or replace the cassette at its option and at no charge, unless the cassette is damaged by misuse or other circumstances beyond Carestream Health, Inc. control. Except as otherwise provided by an express or implied warranty, Carestream Health, Inc. will not be liable to the Government in a breach of warranty action for consequential damages resulting from any defect or deficiencies in accepted items.

V-6(3): MIN-R Cassette and Screen Warranty Carestream Health, Inc. warrants CARESTREAM Screens (MIN-R, MIN-R Medium, MIN-R 2000, MIN-R 2190 MIN-R EV150, and MIN R EV190) and CARESTREAM Cassettes (MIN-R and MIN-R 2) to function properly for two years from date of purchase or from date of manufacture if proof of purchase is not available. This warranty applies only to new screens installed by Carestream Health, Inc. in new cassettes. If screens/cassettes do not function properly within two years after purchase, or after date of manufacture if proof of purchase is not available, Carestream Health, Inc. will replace the screens/cassettes or repair the cassettes at no charge, unless the screens/cassettes are damaged by misuse or either circumstances beyond Carestream Health, Inc. control. Except as otherwise provided by an express or implied warranty, Carestream Health, Inc. will not be liable to the Government in a breach of warranty action for consequential damages resulting from any defect or deficiencies in accepted items.

V-7-5: ID Camera Warranty Carestream Health, Inc. warrants the CARESTREAM X-Omatic Identification Cameras to function properly for one year from date of initial installation, when installed within one year from the date of shipment.

This warranty does not cover circumstances beyond Carestream Health, Inc. 's control; misuse; abuse; any attachments, accessories, or alterations not marketed by Carestream Health, Inc. (including service or parts to correct problems resulting from the use of such attachments, accessories or alterations); failure to follow Carestream Health, Inc.

operating instructions; or supply items. Except as otherwise provided by an express or implied warranty, Carestream Health, Inc. will not be liable to the Government in a breach of warranty action for consequential damages resulting from any defect or deficiencies in accepted items.

Except as otherwise provided by an express or implied warranty, Carestream Health, Inc. will not be liable to the Government in a breach of warranty action for consequential damages resulting from any defect or deficiencies in accepted items.

V-7(4): Dental Digital Camera Kit Warranty Carestream Health, Inc. warrants the Dental Digital Camera Kit to function properly for one year with AUR (Advance Unit Replacement).

We send replacement camera after determining we can’t fix the problem by phone.

V -9: DryView Laser Imaging Systems:

WARRANTY AND LIMITATIONS OF LIABILITY: Except as otherwise provided in this Section, Carestream Health, Inc. warrants the Hardware to be free from defects in materials and workmanship under normal use, in accordance with the specifications as set forth in the users guide, for a period of one (1) year from the date of System acceptance.

This warranty applies to Customer and to anyone else that legally owns the Hardware during the warranty period. Customer’s sole remedy under this warranty is to be provided on-site warranty repair service as set forth in this Agreement. The foregoing warranty does not include standalone Hardware components not manufactured by Carestream Health, Inc. (“OEM Hardware”). OEM Hardware furnished with the System is warranted by the Original Equipment Manufacturer. To meet its warranty obligation, Carestream Health, Inc., at its sole option, may replace malfunctioning hardware with a form fit replacement.

Carestream Health, Inc., will provide on-site warranty repair service, at no charge to Customer, during normal business hours (i.e., Monday- Friday 8:00 am to 5:00 pm, excluding holidays). Warranty service is limited to the contiguous United States, the island of Oahu in Hawaii, and certain areas of Alaska and Puerto Rico. All service provided outside of normal business hours and/or the foregoing territory will be chargeable at the then current Carestream Health, Inc., billable rates. To meet its warranty obligation, Carestream Health, Inc., at its sole option, may replace malfunctioning hardware with a form fit replacement.

Software Warranty.

Governing Law. Commercial software license agreements and/or additional contractor IT terms and conditions (hereinafter “Agreement”) may be made a part of this contract but only if both parties expressly make the Agreement an addendum to 52.212-4. If the Agreement is not made an addendum, it shall not apply, govern, be a part of or have any effect whatsoever on this contract and orders under it. This includes, but is not limited to, any agreement embedded in the computer software (clickwrap) or any agreement that is otherwise delivered with or provided to the Government with the commercial computer software or documentation (shrinkwrap), or any other license agreement otherwise referred to in any document. If an Agreement is made an Addendum to the contract, only those provisions addressing data rights regarding the Government’s use, duplication and disclosure of data (e.g., restricted computer software) are included and made a part of this contract, and only to the extent that those provisions are not duplicative or inconsistent with Federal law, Federal regulation, the incorporated FAR clauses and the other provisions of the Contract; those provisions in the Agreement that do not address data rights regarding the Government’s use, duplication and disclosure of data shall not be included or made a part of this contract. In the event of conflict between this clause and any provision in the Agreement or elsewhere, the terms of this clause shall prevail. Claims of patent or copyright infringement brought against the Government as a party shall be defended by the U.S. Department of Justice (DOJ). 28 U.S.C. § 516. At the discretion of DOJ, the contractor may be allowed reasonable participation in the defense of the litigation. Any additional changes to the contract must be made by contract modification (Standard Form 30). Nothing in this contract or any Addendum shall be construed as a waiver of sovereign immunity.

Carestream Health, Inc., warranties any software provided here under for one (1) year from the date of installation for in accordance with criteria described in the owner’s manual. Carestream Health, Inc., provides a one (1) year limited manufacturer's warranty on all HCIS software. For each warranty period, Carestream Health, Inc., warrants

(i) the System will perform substantially in accordance with the accompanying system specifications and (ii) the media on which the Software is furnished will be free from defects in the materials and workmanship under normal use. The Customer’s sole remedy under this warranty is the correction or replacement of any defective Software.

If the System includes Hardware and Software which allows for remote access, Customer will give Carestream Health, Inc., the right to access the System, when necessary, to run remote diagnostics. Failure by Customer to provide such remote access may result in additional costs to Carestream Health, Inc.,, which will be charged to the Customer.

Carestream Health, Inc., does not warrant that the functions contained in the System will meet the Customer’s requirements or that the operation of the System will be uninterrupted or error free. Customer assumes responsibility for operation of the System to achieve Customer’s intended results and for the installation, use and results obtained from the System. The warranties set forth in this Agreement do not cover: (a) circumstances beyond Carestream Health, Inc., control; (b) service or parts of any attachments, accessories, or alterations not provided by Carestream Health, Inc., or correction of problems resulting from their use; (c) failure to follow Carestream Health, Inc., operating instructions;

(d) supply items; (e) backup, restoration, or recovery of data on Carestream Health, Inc., archive devices in access of eight hours of this type of service; or (f) malicious software infections caused by others.

Carestream Health, Inc.’s Software warranty does not include remediation of vulnerabilities and the related effects of malicious software attacks or assistance to the Customer to eliminate attack consequences and/or harden its information technology infrastructure against future software attacks, including, but not limited to: (a) Carestream Health, Inc.’s time to install patches; (b) any Carestream Health, Inc., professional services; or (c) Hardware upgrades.

CARESTREAM HEALTH, INC., MAKES NO OTHER

WARRANTIES, EXPRESS OR IMPLIED, OR OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE. EXCEPT FOR CLAIMS OF INDEMNIFICATION

UNDER PARAGRAPH 2 OF “INDEMNITY FOR DIGITAL

EQUIPMENT UNDER SIN V-9, CARESTREAM HEALTH, INC.

WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL OR

INCIDENTAL DAMAGES IN CONNECTION WITH THIS

AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES

RESULTING FROM THE SALE, USE, OR IMPROPER

FUNCTIONING OF THE SYSTEM, REGARDLESS OF THE CAUSE.

Such damages for which Carestream Health, Inc. will not be responsible include, but are not limited to: loss of revenue or profit; downtime costs; loss of use of the System; cost of any substitute equipment; any and all ergonomic injuries allegedly associated with a setup of the System; facilities or services; or claims of Customer or any third parties for such damages.

SIN V-9 Software Information: For the purpose of this Agreement, the term “Software” shall be defined as the firmware, software, or data compilations (regardless of the media within which they are recorded, fixed or delivered) identified in the Quote, which provide for the operation, installation, use, de-installation maintenance, or repair of the System. Software also includes any software for enhancing the operation of the System or any other software provided by Carestream Health, Inc. at anytime for use with the System. Software does not include the operating system software provided with the System.

The Software provided by Carestream Health, Inc. hereunder may include software licensed to Carestream Health, Inc. by third parties ("Third Party Software"). If the Software provided to Customer includes certain Third Party Software for which specific end user licenses are provided to the Customer, the terms and conditions of such end user licenses shall apply to Customer’s use of the software.

Carestream Health, Inc. hereby grants to Customer a non-exclusive, non-transferable license to use one copy of the Software only in conjunction with its normal operation of the System. This license also applies to any improved or modified versions of the Software provided to Customer by Carestream Health, Inc.. This license does not include the right to use any diagnostic software included with the Software to perform maintenance service or for any other purpose.

Carestream Health, Inc. or its suppliers retain all title to the Software and the intellectual property rights therein. Nothing in this Agreement will be deemed to grant Customer any proprietary rights in the computer programs or any other work embodied in the Software. No right to use, print, copy, adapt, translate, de-compile, reverse engineer, or otherwise derive the source code, or display the Software is granted, except as expressly set forth in this Agreement. All customized or custom computer software programs developed by Carestream Health, Inc. at Customer’s request, and all materials furnished by Carestream Health, Inc. in conjunction with such programs, shall be the exclusive property of Carestream Health, Inc.

Customer may not copy or alter and must take reasonable care to ensure that others do not copy or alter the Software in whole or in part, in any media for any purpose, except that: (a) Customer may make a copy as an essential step in the use of the Software and the System; and (b) Customer shall have the right to make sufficient backup and archival copies of the Software solely for the purpose of supporting its permitted use of the Software. Any and all such copies of the Software shall be the sole property of Carestream Health, Inc.. To every copy, Customer must affix the same copyright or other proprietary rights notice as was originally affixed to the Software when delivered by Carestream Health, Inc..

Customer shall not disclose the Software in whole or part to any unauthorized third party without the written permission of Carestream Health, Inc..

This Software license will remain in effect for as long as Customer rightfully retains possession of the Software. This license will terminate immediately: (a) if Customer transfers or modifies the Software, except as provided under this Agreement; (b) upon an uncured default by Customer of this Agreement or termination of the Agreement; or (c) if this Agreement is cancelled. Within thirty (30) days after any termination of this license, Customer agrees to deliver to Carestream Health, Inc. all copies of the Software or media (whether in whole or in part) in Customer’s possession, or as to any copy not in Customer’s possession, Customer agrees to certify in writing that the copy is either lost or has been destroyed.

Unless otherwise specifically provided herein, no rights are granted to any source code to the Software. In the case of “tightVNC” covered by the GNU Public License, Carestream Health, Inc. agrees to make available for a period of three (3) years from the date of this Agreement a copy of the source code according to the terms and conditions of such GNU Public License provided that the GNU Public License is not cancelled and remains available to Carestream Health, Inc..

Indemnity for Digital Equipment under SIN V-9: Carestream Health, Inc. will indemnify, defend, and hold Customer harmless against any claim that the System provided under this Agreement infringes a patent, copyright, third party personnel injury or other third party intellectual property right. Carestream Health, Inc. will pay any costs and damages, up to the price paid by Customer for the System purchased pursuant to this Agreement, that a court finally awards against Customer as a result of such claim or that are paid in settlement thereof, including reasonable attorney’s fees, provided Customer gives Carestream Health, Inc.

prompt written notice of the claim and tenders to Carestream Health, Inc. the defense and all related settlement negotiations. Carestream Health, Inc. will have no obligation with respect to any claim based upon any modification of the System or the use of the System with products not furnished by Carestream Health, Inc. or improper use of the software, if the infringement would not have occurred but for the modification or use.

Carestream Health, Inc. will defend, indemnify, and hold harmless Customer from and against any third party personnel injury and third party property damage claims (including court costs and reasonable attorney’s fees) arising out of the use of the System and caused solely by Carestream Health, Inc.’s negligence. Carestream Health, Inc. will have no obligation with respect to any claim based upon any modification of the System or the use of the System with products not furnished by Carestream Health, Inc. if the damage or injury would not have occurred but for the modification or use.

Regulatory Requirements for Digital Equipment under SIN V-9:

Carestream Health, Inc. shall, at its cost and responsibility, obtain and maintain any necessary approvals and authorizations of regulatory agencies and other governmental organizations for all Carestream Health, Inc. components to manufacture, sell, and install the System within the United States. Customer shall give Carestream Health, Inc.

the cooperation it reasonably requires in connection with any such obligations.

In the event that Patient Medical Data or Protected Health Information is provided to Carestream Health, Inc. under this Agreement, as defined by Health Insurance Portability and Accountability Act (HIPAA), Carestream Health, Inc. shall comply with any relevant business associate {as defined by Health Insurance Portability and Accountability Act (HIPPA)} agreements, approved and executed between Carestream Health, Inc. and the Customer, relating to such Patient Medical Data or

Protected Health Information.

Carestream Health, Inc. shall maintain appropriate technical, organizational, and security measures to protect the confidentiality of Patient Medical Data or Protected Health Information within its possession and shall, with appropriate notice from Customer, permit Customer to request access to determine compliance with these data provisions. Carestream Health, Inc. shall, when directed by Customer destroy specified Patient Medical Data or Protected Health Information and provide written confirmation to Customer of such destruction.

Carestream Health, Inc. shall, when directed by Customer, return to Customer all or any of the Patient Medical Data or Protected Health Information together with any copies, which may have been made.

Customer acknowledges that the System is or may be subject to regulation by the U.S. Food and Drug Administration (“FDA”).

Customer agrees not to use or permit the System to be used in any manner that does not comply with applicable FDA regulations. Further, Customer represents that it is purchasing the System for its own use and that it does not intend to resell the System to any other party or to export the System outside the United States.

In accordance with the Medicare and Medicaid Amendments of 1980, Public Law 96-499, Carestream Health, Inc. will make available, upon written request by the Secretary of Health and Human Services or the U.S. Comptroller General or their duly authorized representatives, the contract and books, documents, and records necessary to verify the costs associated with the services furnished under this Agreement. Access to books and records shall be made available for four (4) years after the furnishings of such services.

NO RIGHTS TO INTELLECTUAL PROPERTY (DryView Equipment under SIN V-9) Unless expressly stated otherwise herein, Carestream Health, Inc. grants Customer no right or license to any intellectual property associated with the System including but not limited to, patents, trademarks, or trade secrets.

16. Export Packaging Charges:

Commercial export packing is available from Carestream Health, Inc..

Please call 1-866-927-1046 for the applicable charges for orders requiring and/or requesting export packing by Carestream Health, Inc.

Export Control for items listed in SIN V-9: This Agreement, and any technical information provided to Customer in the course of delivery under this Agreement, is made subject to any restrictions concerning the export of products or technical data from the United States, which may be imposed by the U.S. Government. Customer may not export, directly or indirectly, any United States source technical data acquired from Carestream Health, Inc., or any direct product of that data, to any country for which the United States, at the time of export, requires an export license or other governmental approval without first obtaining that approval.

17. Terms and Conditions of Credit Card: No additional discount is applied for Government Credit Card use.

18. Terms and Conditions of Repair Parts: N/A

19. Terms and Conditions of Installation:

V-3 and V-5: Installation is not included in the price of the equipment.

The customer is responsible for installation. The customer should call 800-677-9933 for the location of authorized Carestream Health, Inc.

CARESTREAM X-Omat dealers.

20. Return of Goods:

Returns require prior authorization by Carestream Health, Inc.. For MIS products, listed under SIN V-1-4, contact Customer Service at 877-747- 4357, Option 1. For all other products, contact Customer Service at 1- 866-927-1046 for return authorization. Customer must first obtain a Return Authorization (RA) number and return address from Carestream Health, Inc. by contacting the above number. The RA number must be included on the packing slip for returned material. Carestream Health, Inc. may refuse to accept the return of product for which Customer has not provided an RA number or for which the RA number was issued more than 30 days prior to its return. Returns of merchandise otherwise authorized for any reason will be accepted only if the merchandise was shipped from one of Carestream Health, Inc. 's U.S. Regional Distribution Centers. When contacting Carestream Health, Inc. for return authorization, we must have the invoice number or purchase order number, and date of the shipment as well as the expiration date of any sensitized product (see below). Except where items were damaged in transit, returns must be in clean factory packaging, not price marked.

Returns of merchandise will be accepted only in Carestream Health, Inc.

packaged case quantities. The credit for authorized returns will be based on the same price as on the original invoice or the current price, whichever is less minus a 15% restocking fee. No returns of CARESTREAM DRYVIEW Film will be accepted under any circumstances.

Return of Outdated Sensitized Goods: Customer must receive authorization from Carestream Health, Inc. prior to shipment of outdated items. The expiration dating on our sensitized goods indicates the useful life these products when kept under recommended conditions. These goods should be rotated on the basis of expiration dates to keep stocks fresh.

Small amounts of outdated CARESTREAM films and papers that may occasionally accumulate may be returned to the appropriate Carestream Health, Inc. Regional Distribution Center for credit consideration. On such returns, when in reasonable quantities, an allowance of 5% (for dental products only, a film allowance, of currently dated film, equaling 25% of the current price of the outdated CARESTREAM films may be made). of the current net price on outdated CARESTREAM films and papers will be made. This applies only to product shipped from a Carestream Health, Inc. Regional Distribution Center, provided the material is returned in the original packages with seals unbroken and transportation charges prepaid.

Carestream Health, Inc. reserves the right to determine whether the quantities of returned products are reasonable, and whether the allowance should be made in full. In order for Carestream Health, Inc. to process the credit promptly, an itemized list of the returned goods, identified by REF CAT No. must accompany each shipment.

Shipment Discrepancies: Any errors in shipment must be reported immediately (within 24 hours of receipt of product) upon receipt to the Carestream Health, Inc. Regional Distribution Center.

Requests for adjustments on concealed shortages involving cartons received intact must be reported to the Carestream Health, Inc. Regional Distribution Center within 15 days of receipt of the shipment.

Proof of Delivery Requests – Requests for Proof of Delivery (POD) must be made within nine months of the original invoice date. Claims for lost freight cannot be asserted after nine monhs from the original date of invoice. Requests received after nine months from the original invoice date will not be investigated or honored.

Billing Discrepancies – Any errors in billing must be reported to our Credit Department within two years of the original invoice date. Claims and/or deductions taken for billing discrepancies after one year from the orginal date of invoice will not be investigated or honored.

21. Equipment Service:

V-3, V-5 and V-7: Carestream Health, Inc. does not service these products. Please call 800-677-9933 for the location of an authorized Carestream Health, Inc. CARESTREAM X-Omat Dealer.

V-9:

22. List of Participating Dealers: N/A

For equipment service and information about Carestream Health, Inc. Service agreements outside the warranty period, please call 800- 328-2910 and select option 2 for assistance.

23. Preventive Maintenance: N/A

24. Environmental Attributes:

A. It is the policy of Carestream Health, Inc. to carry out its business activities in a manner consistent with sound health, safety, and environmental management practices and to comply with applicable health, safety, and environmental laws and regulations.

The company will produce and sell products which, when manufactured, handled, transported, used, and disposed of in accordance with appropriate labeling and product literature, are safe for employees, customers, and others.

Company managers and supervisors are responsible for establishing and continually improving management systems to implement this policy, including creation and maintenance of a clean, healthful, and safe workplace for our employees; prevention of pollution; and for compliance with applicable laws and regulations, Carestream Health, Inc.'s Performance standards, and other external requirements to which the company subscribes.

B. Section 508 Compliance: EIT supplies and services not offered under this contract.

25. DUNS and Corporate CAGE Code: 79-3169512, 4QX22

26. DOD Central Contractor Registration:

Valid trading partner registration for Carestream Health, Inc. exists in the Central Contracting Registration System.

27. EQUIPMENT SERVICE DATA MANUALS:

Carestream Health, Inc. will provide one operator and an installation guide, both in hardcopy, with the Analog Equipment (Multiloaders and Processors). Service (Maintenance) manuals may be purchased from Carestream Health, Inc. and/or acquired by attending the Carestream Health, Inc. Bio-Med Training for the equipment.

A User Guide, in hardcopy, is provided for the DryView Printers (SIN V-9 equipment).

Metric/U.S. Customary Film Dimensions:

Metric U.S.

Customary

These Metric/U.S. Customary conversions are in accordance with the International Standards Organizations (ISO) nomenclature, and film sizes are equal.

35 x 43 cm

35 x 35 cm

14 x 17 in

14 x 14 in

These metric sizes are slightly different in size. Metric is smaller in both dimensions the inch-size counterparts by

3.6 mm or 3/32 inch. No problems are anticipated with fitting existing cassettes or film holders.

24 x 24 cm 9 1/2 x 9 1/2 in

Metric is wider by 1/16 inch. 18 x 43 cm 7 x 17 in Metric is smaller in both dimensions by 2.8 mm or 7/64 inch.

15 x 30 cm 6 x 12 in

Metric is larger in width dimensions by 2.8 mm or 7/64 inch and length by 1.6 mm or by 1/16 inch.

13 x 18 cm 5 x 7 in

These metric-size films have 18 x 24 cm 7.1 x 9.4 in no customary US equivalent 30 x 40 cm 11.8 x 15.7 in 30 x 35 cm 11.8 x 14.0 in 24 x 30 cm 9.4 x 11.8 in