Exhibit 10.4


 





 


Ximedica Standard Business Terms and Conditions


 


August 20, 2021


 


These Standard
Business Terms and Conditions (the “Terms”) are entered in by and between HeartBeam,
Inc., a California Corporation with principal offices located at 2118 Walsh Road, Santa Clara (“CLIENT”)
and Ximedica, LLC, a Rhode Island limited liability company (“XIMEDICA”)
(each a “Party” and together the “Parties”)
in connection with Proposal ID # HBM20210210 Rev D (the “Proposal”, and together
with the Terms, the “Agreement”). 


 


		1.	Services



 


		a.	CLIENT retains XIMEDICA to provide, and XIMEDICA agrees to provide to CLIENT, the services described in
the Proposal (“Services”) signed by CLIENT and XIMEDICA.



 


		b.	This Agreement and the scope of the Services may only be modified by written agreement signed by the Parties.



 


		2.	Project Cost Estimates



 


		a.	XIMEDICA’S estimate of project costs (the “Project Cost Estimate”) and schedules is
based on the scope and schedule of the project as mutually agreed. Given the unique nature of CLIENT’s project, the Parties recognize
that research, design, development, and manufacturing services are inherently subject to risk. When compiling any Project Cost Estimate,
XIMEDICA uses its best judgement to provide reasonable estimates of costs and project timelines. The Parties recognize however that those
estimates are subject to change and that services performed by XIMEDICA are being estimated and performed on a time and materials basis.
In the event XIMEDICA determines that the current Project Cost Estimates are no longer substantially accurate (due to changing assumptions,
development challenges, CLIENT changes in scope, etc.) it will communicate with CLIENT in a timely manner and the Parties endeavor to
agree on a revised SOW or Project Cost Estimate, provided however, that in the event the Parties cannot agree, either Party may terminate
the agreement according to the terms set forth below.



 


		b.	CLIENT understands that XIMEDICA’s rates may increase from time to time as its own costs and expenses
increase (e.g., labor rate increases) but Ximedica warrants no rate change shall apply to any executed Agreement that has a completion
date within nine months of the rate change.



 


		c.	Any additional services, travel, expenses, meetings and/or conferences requested by CLIENT which are not
identified in the approved Proposal will be considered an additional expense and will be billed accordingly.



 


		d.	Access to XIMEDICA’s internal electronic systems is not included in the Project Cost Estimate. Upon
CLIENT’s written request and at their expense, licensed access can be granted.



 


Ximedica Standard Terms and Conditions 20210430 - Confidential











Ximedica


55 DuPont Drive


Providence, RI 02907


Tel 401.330.3163


Fax 401.626.3356


www.ximedica.com


 






     


    


    

 


		3.	Payment for Work



 


		a.	Upon Proposal acceptance, a prepayment equal to the estimated average amount to be billed in a single
month ($75,000) through the course of the project must be forwarded to XIMEDICA. This deposit will be applied to the final payment due
for project services rendered under this Agreement.



 


		b.	XIMEDICA agrees that it shall issue regular invoices for work in progress as frequently as practical to
aid CLIENT in tracking ongoing costs. Each invoice will break out amounts for billable time and amounts for other costs including out-of-pocket
and other expenses incurred (“Expenses”). Expenses will be invoiced at cost plus eighteen percent (18%) to cover administration
of those expenses. Note that invoices may not correspond to any phase or deliverable completion date. Applicable state, or local taxes
(other than income taxes) are CLIENT’s responsibility and will be included in invoices as appropriate. The Parties agree that to
the extent CLIENT has any objection to any invoice received from XIMEDICA, such objection shall be brought to XIMEDICA’s attention,
in writing, within 30 days of the date of the invoice, and any invoice not subject to objection in that period shall be deemed valid and
due in full and any objections deemed waived.



 


		c.	Invoices are due net fifteen (15) days from the date of the invoice. CLIENT shall be responsible for all
collection and/or reasonable attorneys’ fees and costs incurred by XIMEDICA to collect otherwise delinquent payments. In the event
of any payment delinquency, XIMEDICA reserves the right to suspend any Services under this Agreement. A service fee of 1.5% per month
will be added to all accounts more than 45 days past due, and CLIENT is responsible for all collection and reasonable attorneys’
fees and costs required to collect unpaid overdue amounts.



 


		d.	XIMEDICA may alter any payment term if XIMEDICA determines, in its sole discretion based on CLIENT’s
payment history with XIMEDICA, CLIENT’s ability to pay for service, or otherwise, that CLIENT is no longer worthy of credit. Any
such revised payment terms shall be effective for all invoices issued after notice of such change to CLIENT.



 


		4.	Project Termination 



 


		a.	CLIENT may terminate a project at any time, for any reason
or no reason, with or without cause, provided that CLIENT delivers written termination notice to XIMEDICA at least thirty (30) days prior
to the intended date of termination. XIMEDICA reserves and assigns personnel to projects based upon skill sets and projected needs and
timelines, and usually is, but may not always be able to assign such personnel to another project in a short period of time. Therefore,
upon termination, XIMEDICA will be entitled to payment i) for all Services provided and all expenses incurred up to the date of termination
notice, ii) for reasonable Services for winding down the project after the termination notice, and iii) for all expenses and purchases
made on behalf of the CLIENT after termination notice that could not be cancelled after the termination notice.



 


		b.	XIMEDICA may terminate any SOW or this Agreement in the extraordinary event that CLIENT activities frustrate
the purpose of this Agreement, provided that XIMEDICA delivers a written termination notice to CLIENT at least thirty (30) days prior
to the intended date of cancellation.



 


		c.	Notwithstanding termination of the project, the following provisions will survive: Payment for Work, Project
Termination, Ownership of Work, Confidentiality, Indemnification, Disclaimer, Limitation of Liability, and Miscellaneous.



 








    
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		5.	Ownership of Work – Project Work 



 


		a.	All reports, designs, information, inventions, trade secrets, hardware, software, and other work product
(“Project Work”) developed by XIMEDICA for the CLIENT pursuant to the SOW, including any and all intellectual property rights
inherent in the Project Work and appurtenant thereto including, without limitation, all patent rights, copyrights, trademarks, know-how
and trade secrets (collectively, “Intellectual Property Rights”), with such exceptions as provided in Sections 5(b) and 6
below, shall become the property of the CLIENT at the conclusion of the SOW and upon payment in full of XIMEDICA invoices, and thereupon
CLIENT shall own the entire right, title, ownership and interest in and to all of the Project Work and all Intellectual Property Rights
in or relating thereto including, without limitation, the right to reproduce the Project Work, modify the Project Work, prepare derivative
works based upon the Project Work or the copyright or any other Intellectual Property Rights in or relating thereto, sell or otherwise
distribute the Project Work, provided, however, nothing in this Agreement shall be interpreted as a representation or warranty that the
Product Work is free and clear of any third party rights that may exist unbeknownst to XIMEDICA. XIMEDICA further acknowledges and agrees
that all Project Work consisting of original works of authorship which are made by it in the performance of the services and which are
protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. However, to
the extent that any such work may not, by operation of any applicable law, be a work made for hire, XIMEDICA nonetheless hereby assigns,
transfers, grants and conveys to the CLIENT all its worldwide right, title and interest in and to such work, including all Intellectual
Property Rights therein and appurtenant thereto. XIMEDICA agrees to aid CLIENT and take such necessary action to exercise assignment or
other documents for CLIENT to perfect its title and rights to such Intellectual Property Rights.



 


		b.	Notwithstanding the foregoing, XIMEDICA shall retain ownership of, and the right to reuse underlying minor
pre-existing code, programming and/or components, works and elements (such as tooling code, scripts, tools, subroutines, algorithms and
plug-ins) and related know-how incorporated in the Project Work, as well as enhancements and/or modifications to the foregoing which integrally
and specifically relate to it (as opposed to being integrally and specifically related to the development, implementation or functionality
of the deliverables for CLIENT) (collectively, the “XIMEDICA Intellectual Property”). At the conclusion of the Services and
upon payment in full of XIMEDICA invoices, XIMEDICA hereby grants CLIENT a royalty-free, fully-paid-up, irrevocable, transferable, sublicensable,
worldwide, perpetual license to use, reproduce, modify, publicly distribute and perform, display and otherwise commercially exploit the
XIMEDICA Intellectual Property solely in connection with CLIENT’S use and exploitation of the Project Work furnished under this
Agreement.



 






    
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		6.	Ximedica Platform



 


		a.	The following definitions are for use in this Section 6. In the event an SOW provides for software or
other similar services to CLIENT related to XIMEDICA’s software platform for the development, validation, deployment, and maintenance
of cloud connected medical devices (the “Ximedica Platform”), the following definitions apply:



 


		i.	“Customized Components” means a specific set of
the Ximedica platform components customized to CLIENT or End Users’ specifications and which run on the Ximedica Core, as further
described on Exhibit A.
	 	 	 



		ii.	“Customer Clients” means web applications, mobile applications and data loading clients, as
further described on Exhibit A.
	 	 	 



		iii.	“Customer Products” means any products made by or on behalf of CLIENT or End User that incorporate
or work in connection with one or more Ximedica Products.
	 	 	 



		iv.	“Customer Properties” means any and all Customer Products, specifications, documentation,
Confidential Information, application programming interfaces, and other technologies, information and materials provided by CLIENT to
XIMEDICA to enable XIMEDICA to provide Ximedica Products or Ximedica Services to CLIENT or End User.
	 	 	 



		v.	An "End User" is any third-party entity, such as a medical device company, that sublicenses
Ximedica Products from XIMEDICA in accordance with this Agreement.
	 	 	 



		vi.	“Hands Off Engagement Model” means a traditional software licensing model (a) where an End
User licenses specified XIMEDICA software libraries and integrates those libraries into the End User’s systems while XIMEDICA supports
and continuously updates the libraries; and (b) XIMEDICA charges an annual license fee that would be proportional to the number of libraries
included in the license, the specific features available in each library, the number of users and/or devices accessing the solution incorporating
the XIMEDICA libraries, or any other combination of usage parameters that would be agreed between the parties.
	 	 	 



		vii.	“Infrastructure” means the underlying components of the Ximedica Products, as further described
on the attached Exhibit A.
	 	 	 



		viii.	“Intellectual Property Rights” means any and all registered and unregistered rights granted,
applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection
or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
	 	 	 



		ix.	“Managed Core Engagement Model” means a hybrid PaaS model , where the End User is responsible
for providing a compliant cloud infrastructure (public, internal or hybrid cloud) capable of supporting the XIMEDICA platform and for
developing and maintaining all customer specific components and extensions (e.g. web and/or mobile clients), while XIMEDICA is responsible
for deploying and managing a dedicated instance of the Ximedica Core.



 






    
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		x.	“Turnkey Engagement Model” means a standard PaaS model, where XIMEDICA is responsible for
deploying and managing all major components of a connected medical solution.
	 	 	 



		xi.	“Third Party Materials” means materials, information and Intellectual Property Rights, in
any form or medium, that are not proprietary to XIMEDICA, CLIENT or an End User, including any third party: (a) documents, data, content
or specifications; (b) open-source components or other software, hardware, system, network or other product, facility, equipment or device;
and (c) accessories, components, parts or features of any of the foregoing.
	 	 	 



		xii.	“Ximedica Core” means the standard Ximedica Platform components set forth under Ximedica Core
on Exhibit A.
	 	 	 



		xiii.	“Ximedica Products” means the software components, management processes and documentation
developed and owned by or licensed to XIMEDICA and included in the Ximedica Core, Customized Components, Infrastructure and Customer Clients.
Ximedica Products include machine executable software programs and scripts, in object code or source code format, including any modifications,
upgrades or enhancements that XIMEDICA may provide to CLIENT pursuant to this Agreement.
	 	 	 



		xiv.	“Ximedica Properties” means any and all Ximedica Products, specifications, documentation,
Confidential Information, application programming interfaces, and other technologies, information and materials related to Ximedica Products
and Ximedica Services provided by XIMEDICA under this Agreement.



 


		b.	Rights to Ximedica Properties. All right, title and interest in and to the Ximedica Properties and Third-Party
Materials provided by XIMEDICA under this Agreement, including all Intellectual Property Rights therein, are and will remain, respectively,
with XIMEDICA and the respective rights holders in the Third-Party Materials. CLIENT has no right or license with respect to any Ximedica
Products or Services or Third Party Materials except as expressly licensed under this Agreement or an SOW, in each case subject to the
requirements and restrictions set forth in this Agreement and the applicable SOW. Notwithstanding any other provision of this Agreement
to the contrary, the following shall be owned by XIMEDICA and included within the Ximedica Products whether or not requested or suggested
by CLIENT or an End User: (i) any modifications or additions to the Infrastructure or the Ximedica Core; and (ii) any modifications of
the Ximedica Products code included in the Customer Components or the Customer Clients prior to the customization thereof. CLIENT hereby
unconditionally and irrevocably assigns to XIMEDICA, its entire right, title and interest in and to any Intellectual Property Rights that
CLIENT may acquire in or relating to any Ximedica Properties, whether acquired by operation of law, contract, assignment or otherwise.



 


		c.	Rights to Customer Properties. All right, title and interest in and to the Customer Properties and Third-Party
Materials included in Customer Properties, including all Intellectual Property Rights therein, are and will remain, respectively, with
CLIENT, End Users and the respective rights holders in the Third-Party Materials. XIMEDICA has no right or license with respect to any
Customer Properties or Third-Party Materials except as expressly licensed under this Agreement, a Service Agreement, or the applicable
third-party license, in each case subject to the requirements and restrictions set forth in this Agreement and the applicable Service
Agreements. All other rights in and to the Customer Properties are expressly reserved by CLIENT, End Users and the respective third-party
licensors. Notwithstanding any other provision of this Agreement to the contrary, except as set forth in Section 6(b), CLIENT or an End
User shall own any extensions or new code developed specifically for CLIENT or an End User; and XIMEDICA, upon payment for services related
thereto , unconditionally and irrevocably assigns to CLIENT or End Users, as applicable, XIMEDICA’s entire right, title and interest
in and to any Intellectual Property Rights that XIMEDICA may acquire in or relating to any Customer Properties, whether acquired by operation
of law, contract, assignment or otherwise.



 






    
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		d.	Restrictions. Neither Party shall: a) Remove or modify any program markings or any notice of the other
Party’s or the other Party’s licensor’s proprietary rights; b) make the other Party’s Products available to any
third party for use in such third party’s business operations (unless such access is expressly permitted for the specific Services
CLIENT has acquired); or c) (c) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute, republish
or republish any software of the other Party.



 


		e.	Open Source Software. CLIENT hereby acknowledges that the SOFTWARE may utilize or include Open Source
Software that must be licensed under the specific license terms applicable to that Open Source Software (“Open Source License”).
Notwithstanding anything to the contrary in this Agreement, to the extent that any such Open Source License requires that the corresponding
Open Source Software be licensed to CLIENT under terms that are different than the terms set forth in this Agreement, then such Open Source
Software is licensed under the terms of that Open Source License and the other terms and conditions in this Agreement shall not apply
with respect to that Open Source Software. CLIENT (i) acknowledges that any such Open Source License is solely between CLIENT and the
applicable licensor of the Open Source Software and (ii) agrees to comply with the terms of any such Open Source License. Any Open Source
License associated with Open Source Software applies only to that Open Source Software and not the other software included in the SOFTWARE.
Ximedica will notify CLIENT in advance of using any Open Source Software.



 





		7.	CLIENT Responsibilities 



 


CLIENT covenants and agrees that upon acceptance
of Project Work and related IP, it is fully responsible for (i) the accuracy, content, validation and testing of the Project Work, (ii)
backing up the data on CLIENT’s system(s) and providing adequate security for the same; (iii) obtaining permission for both CLIENT
and XIMEDICA to access and use CLIENT’s system, the data on it, and all software and hardware components included in it for purposes
of providing the Services and delivering the Deliverables hereunder, which such permission must be obtained before XIMEDICA commences
any work hereunder, (iv) ensuring that the Project Work, apart from the XIMEDICA Intellectual Property, does not infringe on the intellectual
property rights of any third parties, and (v) securing patent protection for the Project Work, where and when appropriate. CLIENT is further
responsible and hereby represents and warrants to XIMEDICA that, except as may be specifically delegated to XIMEDICA in a writing signed
by XIMEDICA, the terms of this Agreement and the Project Work properly addresses and adheres to all applicable statutes and regulations.


 






    
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		8.	Confidentiality 



 


Both Parties agree to hold in confidence and to
not disclose any confidential or proprietary information disclosed by the other Party (whether in writing, verbally or in any other medium),
including but not limited to the following types of information: trade secrets, proprietary, technical, developmental, operating, financial,
performance, cost, know-how, process, client and prospect information, and all samples, models, reports, tables, data and prototypes containing
or disclosing such information (“Confidential Information”). Confidential Information shall only be used by the recipient
for the purposes of this Agreement, and XIMEDICA will ensure that its subcontractors are similarly bound. Both Parties warrant that they
have the rights to any property or confidential information disclosed by them to the other. Confidential Information does not include
information: (a) generally available to or known to the public other than as a result of a breach of this Section 7 by a Party, (b) previously
known to the recipient, as supported by competent written documentation, (c) independently developed by the recipient outside the scope
of this Agreement, as supported by competent written documentation, (d) lawfully disclosed by a third party, or (e) disclosed pursuant
to a court order. This section is in addition to, and not in lieu of, any other confidentiality, non-disclosure or similar agreement between
CLIENT and XIMEDICA.


 


		9.	Indemnification



 


		a.	CLIENT agrees to indemnify, defend, and hold harmless XIMEDICA and its subcontractors for any damages,
costs, or losses that are suffered as a result of any claim arising directly or indirectly out of the Services performed or materials
provided by XIMEDICA to CLIENT, including but not limited to a) CLIENT’s gross negligence or willful misconduct; b) CLIENT’s
breach of confidentiality obligations with XIMEDICA relating to this Agreement; and c) product liability and intellectual property claims
by third parties, except in the case of knowing infringement or knowing misappropriation of third party intellectual property by XIMEDICA.
These obligations are conditioned on XIMEDICA providing CLIENT with (i) prompt notice of a claim, (ii) reasonable cooperation in any defense
of the claim, and (iii) the right to control the defense and settlement of the claim; provided that CLIENT may not settle any claim that
imposes any obligation or liability on XIMEDICA.



 


		b.	XIMEDICA agrees to indemnify, defend, and hold harmless CLIENT and its subcontractors for any damages,
costs, or losses that are suffered as a result of any claim of a) XIMEDICA’s gross negligence or willful misconduct; b) XIMEDICA’s
breach of confidentiality obligations with CLIENT relating to this Agreement; and c) knowing infringement or knowing misappropriation
of third-party intellectual property by XIMEDICA. These obligations are conditioned on CLIENT providing XIMEDICA with (i) prompt notice
of a claim, (ii) reasonable cooperation in any defense of the claim, and (iii) the right to control the defense and settlement of the
claim; provided that XIMEDICA may not settle any claim that imposes any obligation or liability on CLIENT.






 








		10.	Disclaimer



 


EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT, XIMEDICA MAKES NO WARRANTIES OR REPRESENTATIONS IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROMISED OR PROVIDED
HEREUNDER AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE
OR USE, TITLE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OR TRADE. CLIENT
acknowledgeS that SERVICES ARE OF A RESEARCH AND DEVELOPMENT NATURE, AND AS SUCH, ARE PROVIDED ON AN “AS IS” BASIS.
XIMEDICA IS NOT RESPONSIBLE FOR THE LOSS OF DATA OR THE LOSS OF ANY USE OF CLIENT’S COMPUTER OR NETWORK SYSTEMS RESULTING FROM ITS
PERFORMANCE UNDER THIS AGREEMENT, ANY SOW, OR CLIENT’S USE OF XIMEDCA PRODUCTS.


 






    
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XIMEDICA shall not be liable
for any default or delay in performance of its obligations under this Agreement and/or any SOW caused in whole or in part by CLIENT’s
failure to obtain any permissions described in Section 7(iii), which such permissions must be obtained at Customer’s sole costs
and expense.


 


		11.	Limitation of Liability



 


XIMEDICA SHALL NOT BE LIABLE OR RESPONSIBLE TO
CLIENT, NOR BE DEEMED TO HAVE DEFAULTED OR BREACHED THIS AGREEMENT, FOR ANY FAILURE OR DELAY IN FULFILLING OR PERFORMING ANY TERM OF THIS
AGREEMENT OR AN SOW.


 


IN
NO EVENT SHALL XIMEDICA BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES RELATED TO THIS AGREEMENT
OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE NATURE OF THE CLAIM, EVEN IF XIMEDICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE TOTAL LIABILITY OF XIMEDICA FOR DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID HEREUNDER BY CLIENT
TO XIMEDICA FOR THE SERVICES RENDERED THAT GIVES RISE TO THE LIABILITY.


 


		12.	Independent Contractor



 


The relationship of XIMEDICA to the CLIENT and
vice versa shall be that of an independent contractor, and nothing in this agreement is intended to, or should be construed to, create
a partnership, agency, joint venture or employment relationship.


 


		13.	Non-Solicitation; Liquidated Damages



 


For as long as XIMEDICA is providing Services
to CLIENT under this Agreement, and for a period of one (1) year thereafter, neither party shall, without the other party’s prior
written consent, directly or indirectly solicit for employment, offer employment to, employ, or engage as a consultant or advisor to the
other party, nor any parent, subsidiary or associated company of the other party, nor any staffing agency engaged by the other party.
Each party acknowledges that it would be difficult to ascertain the losses and replacement costs sustained by a breach of this non-solicitation
provision and, that in the event of a breach by a party (the “Soliciting Party”), the party employing the employee (the “Employing
Party”) may require the Soliciting Party to pay the Employing Party, as liquidated damages, an amount equal to two hundred fifty
percent (250%) of employee’s annualized cash compensation while employed by Employing Party. Each Soliciting Party acknowledges
and agrees that the amount of these liquidated damages is reasonable and that this provision may be enforced in a court of competent jurisdiction
in the State of Rhode Island. Payment of these liquidated damages shall be made within fifteen (15) days of hire of said employee or consultant.
Party shall not be precluded from hiring any such employee who has been terminated by its employer prior to commencement of employment
discussions between the hiring party and such employee.


 






    
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		14.	Miscellaneous



 


		a.	This Agreement will be governed by and construed in accordance with the laws of the State of New York,
without regard to conflicts of law principles.



 


		b.	Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination,
enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate,
shall be determined by arbitration in Boston, MA, before a single arbitrator. The arbitration shall be administered by JAMS pursuant to
its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award,
which may be entered by reason of default, may be entered in any court having jurisdiction. This clause shall not preclude parties from
seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.



 


		c.	This Agreement, including and together with any related SOWs, exhibits, schedules, and attachments, constitutes
the entire agreement between the Parties with respect to the subject matter hereof and, except as otherwise expressly set forth herein,
supersedes any and all agreements, either oral or written, between the Parties hereto with respect to the subject matter hereof.



 


		d.	All notices, requests, consents, claims, demands, waivers and other communications under this Agreement
must be in writing and addressed to the attention of the other Party’s President at its address set forth in the first paragraph
of this Agreement, (or to such other person and/or address that the receiving Party may designate from time to time in accordance with
this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier
or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement,
a notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the notice has complied with the requirements
of this Section 12(f).



 


		e.	This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective
subsidiaries and affiliates. This Agreement may not be assigned without written agreement of the Parties except in the case of a sale
of all or substantially all of a Party’s business or assets related to this Agreement.



 


[SIGNATURE PAGE FOLLOWS]


 






    
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The Parties have executed
this Agreement as of the date first set forth above.


 


		HEARTBEAM, INC.
	 	 	 
	 	BY:	/s/ Richard Brounstein
	 	Name: 	Richard Brounstein
	 	Title:	CFO
	 	 
		XIMEDICA, LLC
	 	 	 
	 	BY:	/s/ Michael Niedert
	 	Name:	Michael Niedert
	 	Title:	VP Strategic Development



 






    
	Ximedica Standard Terms and Conditions 20210430 – Confidential	Page 10 of 11




     


    

 


SERVICES


 


ER-MID MVP


 


Digital Device


 


Thin Client Development


UI Development with Documentation


Implementation of Algorithm (previously translated to Python by SourcePoint)


Thin Client UI Usability Testing and Validation


Integrate marker m602 algorithm into thin client


Integration with Hospital EMR


Full Software Verification & Validation (including GUI and M602)
to applicable standards


System Documentation


Testing (as needed) against predicate device


Implementation into First Hospital System


 


 


 


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