Exhibit 10.63


 


LEKSELL GAMMA
KNIFE PERFEXION 


PURCHASED
SERVICES AGREEMENT


 


THIS
PURCHASED SERVICES AGREEMENT ("Agreement") is made and entered into as of August 5, 2011 (the "Effective Date"),
by and between JACKSONVILLE GK EQUIPMENT, LLC, a Delaware limited liability company ("JGKE") and ST. VINCENT’S
MEDICAL CENTER, INC., a Florida non-profit corporation, ("Medical Center"), with reference to the following
facts:


 


RECITALS


 


WHEREAS,
Medical Center wants to obtain the right to use (the "Service") a Leksell Gamma Knife Perfexion, including all
associated and necessary software (the "Equipment"), manufactured by Elekta Instruments, Inc., a Georgia corporation
("Elekta"); and


 


WHEREAS,
JGKE is willing to provide Medical Center with the right to use the Equipment which JGKE has acquired from Elekta, pursuant to
the terms and conditions of this Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth herein, and for such other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.            Right
to Use the Equipment. Subject to and in accordance with the covenants and conditions set forth in this Agreement, JGKE hereby
grants the right to use the Equipment to Medical Center, including all software sublicensed to Medical Center by Elekta pursuant
to the End User License Agreement between Elekta and Medical Center, and Medical Center hereby accepts the right to use the Equipment
from JGKE. The Equipment to be placed at the Medical Center pursuant to this Agreement shall include the Gamma Knife technology
as specified in Exhibit 1, including all hardware and software related thereto.


 


2.            LGK
Agreement. Simultaneously with the execution of this Agreement, Medical Center and Elekta shall enter into that certain Leksell
Gamma Knife End User Agreement pertaining to the Equipment (the "LGK Agreement"), a copy of which is attached hereto
as Exhibit 2. Medical Center shall perform, satisfy and fulfill all of its obligations arising under the LGK Agreement
when and as required thereunder. Medical Center acknowledges that JGKE is a third party beneficiary of the LGK Agreement and,
in that capacity, JGKE shall be entitled to enforce the terms and provisions of the LGK Agreement.


 



    	 



    	 



    

 


3.            Term
of the Agreement. The initial term of this Agreement (the "Term") shall commence as of the date hereof and, unless
earlier terminated or extended in accordance with the provisions of this Agreement, shall continue for a period of ten (10)
years following the date of the performance of the first clinical Procedure (as defined in Section 8) performed on the Equipment
(the "First Procedure Date") at the Site (as defined in Section 5.1).  The parties agree to amend this Agreement
to memorialize the First Procedure Date upon the performance of the first clinical Procedure performed on the Equipment. Medical
Center’s obligation to make the "Purchased Services Payments" to JGKE for the Equipment described in Section 8
below shall commence as of the First Procedure Date.


 


4.            User
License. Medical Center shall apply for and use its reasonable efforts to obtain in a timely manner a User License from the
Nuclear Regulatory Commission and, if necessary, from the applicable state agency authorizing it to take possession of and maintain
the Cobalt supply required in connection with the use of the Equipment during the term of this Agreement. Medical Center also
shall apply for and use its best efforts to obtain in a timely manner all other licenses, permits, approvals, consents
and authorizations which may be required by state or local governmental or other regulatory agencies for the development, construction
and preparation of the Site, the charging of the Equipment with its Cobalt supply, the conduct of acceptance tests with respect
to the Equipment, and the use of the Equipment during the Term, as more fully set forth in Article 2.1 of the LGK Agreement. JGKE
shall provide all necessary assistance to the Medical Center in applying for and for obtaining all such licenses, permits, approvals,
consents or authorizations. If the applicable regulatory authorities affirmatively decline to issue a required license, permit,
approval, consent or authorization notwithstanding Medical Center’s best efforts to obtain the same, all parties shall be
released from further performance or any obligations or duties arising under this Agreement and this Agreement shall terminate
immediately with no penalty to Medical Center.


 


5.            Delivery
of Equipment; Site.


 


5.1      JGKE
shall coordinate with Elekta and Medical Center to have the Equipment delivered to Medical Center at the site, as described in
Exhibit 5.1 of this Agreement (the "Site"), which delivery is anticipated to be on or before October 2011, a date which
has been mutually agreed to by the parties, subject to all approvals and User Licenses having been obtained by Medical Center.
Elekta and JGKE shall, at their cost, expense and risk, coordinate and cause all Equipment to be delivered to Medical Center
FOB Destination and C.I.F. For the purposes of this Section, C.I.F. shall mean that the pricing set forth herein includes the
insurance, freight, and transport costs and that risk of loss of the Equipment shall pass to Medical Center upon installation
of Equipment at Site.


 


5.2      Upon
advance notice and at a mutually agreeable time, Medical Center shall provide reasonable access to the Site for the delivery of
Equipment. Medical Center at its cost and expense shall prepare the Site for the Equipment in accordance with Elekta’s
guidelines, specifications, technical instructions and site planning criteria (which site planning criteria are attached as Exhibit
3 of this Agreement) (collectively the "Site Planning Criteria"). The location of the Site has been agreed upon by Medical
Center and JGKE as described in Exhibit 3 of this Agreement.


 



    	 



    	 



    

 


6.            Site
Preparation and Installation of Equipment and Acceptance.


 


6.1      Medical
Center, at its cost, expense and risk, shall prepare all plans and specifications required to construct and improve the Site for
the installation, use and operation of the Equipment during the Term. The plans and specifications shall comply in all respects
with the Site Planning Criteria and with all applicable federal, state and local laws, rules and regulations. All plans and specifications
prepared by or on behalf of Medical Center (and all material changes thereto following approval by JGKE and Elekta) shall be subject
to the written approval of JGKE and Elekta prior to commencement of construction at the Site. Medical Center shall provide JGKE
and Elekta with a reasonable period of time (not to exceed fourteen (14) days) for the review and consideration of all plans and
specifications following the submission thereof for approval (and JGKE shall not unreasonably withhold or delay its approval).
Following approval of the plans and specifications by JGKE and Elekta, Medical Center, at its cost and expense, shall use best
efforts to obtain all permits, certifications, approvals or authorizations required by applicable federal, state or local laws,
rules or regulations necessary to construct and improve the Site for the installation, use and operation of the Equipment. JGKE
and Elekta will provide all necessary assistance to Medical Center in obtaining such permits and/or approvals.


 


6.2      Based
upon the plans and specifications approved by JGKE and Elekta, Medical Center, at its cost, expense and risk, subject to the reimbursement
provided herein, shall prepare, construct and improve the Site as necessary for the installation, use and operation of the Equipment
during the Term, including, without limitation, providing all temporary or permanent shielding required for the charging of the
Equipment with the Cobalt supply and for its subsequent use, selecting and constructing a proper foundation for the Equipment
and the temporary or permanent shielding, aligning the Site for the Equipment, and installing all electrical systems and other
wiring required for the Equipment, which are identified in the Site Planning Criteria, and secure/authorized badge entry to the
Site compatible with Medical Center’s systems. In connection with the construction of the Site, Medical Center shall select,
purchase and install all radiation monitoring equipment, devices, safety circuits and radiation warning signs required, if any,
at the Site in connection with the use and operation of the Equipment, all in accordance with applicable federal, state and local
laws, rules, regulations or custom. The foregoing construction and radiation safety products and services shall not be considered
a Medical Center Direct Operating Expenses but shall be considered as part of the Program for valuation purposes.


 


6.3      Medical
Center, at its cost, expense and risk, shall be responsible for the installation of the Equipment at the Site, including the positioning
of the Equipment on its foundation at the Site in compliance with the Site Planning Criteria. Notwithstanding any of the above,
such cost and expense shall not exceed *.


 



    	 



    	 



    

 


6.4      Medical
Center warrants and ensures that upon completion of preparation, construction, and improvement of the Site, and delivery of Equipment,
(a) the Site shall comply in all material respects with the Site Planning Criteria and all applicable federal, state and local
laws, rules and regulations, and (b) with respect to those portions of the Site that are not addressed by the Site Planning Criteria,
the Site shall be safe and suitable for the ongoing use and operation of the Equipment during the Term.


 


6.5      The
parties shall use their reasonable efforts to satisfy their obligations under this Section 6 in a timely manner. The parties shall
keep each other informed on a regular basis of the progress in the design of the Site, the preparation of plans and specifications,
the construction and improvement of the Site, and the satisfaction of its other obligations under this Section 6. In all events,
all construction and improvement of the Site required for the installation, positioning and testing of the Equipment shall be
completed on or prior to the delivery date described in Section 5.1 above. During the Term, Medical Center, at its cost and expense,
shall maintain the Site in a good working order, condition and repair, reasonable wear and tear excepted.


 


6.6       Medical
Center shall have accepted the Equipment when Medical Center’s physicist has approved the Equipment in accordance with Elekta’s
technical specifications which have been provided to Medical Center. Medical Center’s physicist shall use best efforts to
reasonably approve the Equipment and the Equipment shall be accepted prior to any Procedures.


 


7.            Marketing.



 


7.1       Not
less than ninety (90) days prior to the First Procedure Date and the commencement of each succeeding twelve (12) month period
during the Term, JGKE and Medical Center shall jointly develop an annual marketing plan, budget and timeline for the clinical
service to be supported by the Equipment for the succeeding twelve (12) month period of the Term (the "Plan"), which
Plan shall be implemented by Medical Center based on the approved budget and timeline. The Plan shall require the approval of
both JGKE and Medical Center; however, neither party’s approval of such Plan shall be unreasonably withheld or delayed.
If Medical Center has not approved or disapproved the same within thirty (30) days following its receipt, Medical Center shall
be deemed to have approved the same. Funds expended by Medical Center in accordance with the Plan shall be deemed "Medical
Center’s Direct Operating Expenses," and shall be reimbursed from the "Gross Technical Component Collections"
(as such quoted term is defined in Section 8 below); provided that (a) if the Gross Technical Component Collections during any
month are insufficient to cover Medical Center’s Direct Operating Expenses, then such expenses shall be carried forward
until reimbursed from future Gross Technical Component Collections; and (b) Medical Center shall make available upon request invoices
(together with documentary evidence supporting the invoices) for marketing expenditures paid to unrelated third parties that are
included in the Plan. The annual marketing budget will not exceed * in the aggregate. 


 


Medical Center
shall use commercially reasonable efforts to promote the Program and to encourage the use thereof by the public and medical community.


 



    	 



    	 



    

 


8.            Purchased
Services Payments.


 


8.1          The
parties acknowledge that the compensation payable to JGKE for the Equipment as set forth in this Agreement has been established
by the parties pursuant to a fair market value appraisal by an independent, qualified appraisal firm. Based thereon, the Parties
believe that the Purchased Services Payments represent fair market value for the use of the Equipment, and the other services
provided hereunder.


 


8.2          In
consideration for and as compensation to JGKE for the use of the Equipment by Medical Center pursuant to this Agreement, Medical
Center shall pay to JGKE, on a monthly basis, the applicable "Purchased Services Payments" (as defined below) for each
"Procedure" that is performed by Medical Center, whether on an inpatient or outpatient basis, and irrespective of whether
the Procedure is performed on the Equipment or using any other equipment or devices. As used herein:


 


(a)       "Purchased
Services Payments" shall be equal to the percentage (%) (set forth in Schedule 1 of this Agreement) of
the "Net Technical Component Collections" for the applicable period relating to each Procedure performed using the Equipment
and/or any other equipment or devices at the Site during the Term of this Agreement.


 


(b)       "Net
Technical Component Collections" shall mean the *.


 


(c)       "Gross
Technical Component Collections" means the total amount actually collected (less any uncontested returns or refunds)
by Medical Center during each month from any and all payor sources, including, without limitation, patients, insurance companies,
state or federal government programs or any other third party payors, including, without limitation, all copayments and deductibles,
as reimbursement for the technical component of all services (including, but not limited to, treatment planning and delivery)
pertaining to each Procedure performed on the Equipment and/or any other equipment or devices during the term of this Agreement.
Subject to all applicable legal requirements, Medical Center agrees that it will utilize best efforts to maximize third
party reimbursement for the Gamma Knife program and revenues from the Gamma Knife program; provided, however, JGKE acknowledges
and agrees that Medical Center may perform Procedures on patients who qualify under Medical Center’s guidelines for free
or reduced cost care regardless of such patients’ ability to pay.


 


(d)       "JGKE's
Direct Operating Expenses" shall equal *.


 



    	 



    	 



    

 


(e)       "Medical
Center's Direct Operating Expenses" shall be *.


 


(f)
       "Procedure" means any treatment that involves stereotactic, external,
single fraction, conformal radiation, commonly called radiosurgery, that may include one or more isocenters during the patient
treatment session, delivered to any site(s) superior to the foramen magnum.


 


8.3          Within
twenty (20) days after the last day of each month (or portion thereof) during the term of this Agreement, (a) Medical Center shall
inform JGKE in writing as to (i) the number of Procedures performed during that month utilizing the Equipment (and, if applicable,
any other equipment or devices); and (ii) the Gross Technical Component Collections during that month; and (b) each party shall
inform the other party in writing as to such party's respective Direct Operating Expenses relating to that month which shall be
determined in good faith in accordance with Generally Accepted Accounting Principles ("GAAP") consistently applied and
the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither party shall have the
right to recover its Direct Operating Expenses that are known (or reasonably should have been known) but are submitted more than
six (6) months after being incurred by such party. Medical Center certifies that all claims submitted for reimbursement to the
appropriate payors shall be in accordance with its standard billing and collection policies and procedures which provide that
claims shall be submitted within twenty (20) days of (i) each outpatient Procedure and (ii) discharge for each inpatient Procedure.
If no Gross Technical Component Collections are received during any month, then, no Purchased Services Payments shall be owing
by Medical Center to JGKE for that month, subject however, to each party’s right to recover its respective Direct Operating
Expenses as set forth in Section 8.5 below.


 


8.4          During
the Term of this Agreement, Medical Center shall, by the twenty-fifth (25th) day of each month, remit JGKE’s aggregate Purchased
Services Payment, together with JGKE's Direct Operating Expenses, for the immediately preceding month, and, for a period of twenty-five
(25) months following the termination or expiration of this Agreement (the "Collections Run-Out Period"), Medical Center
shall, by the twenty-fifth (25th) day of each such month, continue to remit JGKE’s aggregate Purchased Services Payment
pertaining to Gross Technical Component Collections received during the Collections Run-Out Period (which Purchased Services Payments
during the Collections Run Out Period shall be calculated without deduction for any Direct Operating Expenses, unless such Direct
Operating Expenses were carried forward from, and relate to, any period prior to the termination or expiration of the Agreement).
All or any portion of any Purchased Services Payment and/or JGKE’s Direct Operating Expenses which are not paid in full
within forty-five (45) days after its due date shall bear interest at the rate of one and one-half percent (1.50%) per month (or
the maximum monthly interest rate permitted to be charged by law between an unrelated, commercial borrower and lender, if less)
until the unpaid Purchased Services Payment and/or JGKE’s Direct Operating Expenses, together with all accrued interest
thereon are paid in full. JGKE will accept payment from Medical Center in the following forms: check and electronic funds transfer.
If JGKE shall at any time accept any Purchased Services Payment and/or JGKE’s Direct Operating Expenses from Medical Center
after it shall become due, such acceptance shall not constitute or be construed as a waiver of any or all of JGKE’s rights
under this Agreement, including the rights of JGKE set forth in Section 19 hereof.


 



    	 



    	 



    

 


8.5          Notwithstanding
the foregoing, with respect to any month for which Gross Technical Component Revenues are equal to or less than the sum of each
party's respective Direct Operating Expenses, such Gross Technical Component Revenues shall be used to pay the pro rata portion
of Medical Center's Direct Operating Expenses and JGKE's Direct Operating Expenses (which portion shall be equal to the proportion
that each party's Direct Operating Expenses bears to the whole). Any shortfall in the reimbursement of each party's Direct Operating
Expenses shall be carried over to the next month(s) and shall be paid in full from Gross Technical Component Revenues prior to
the payment of any Purchased Services Payment to JGKE.


 


8.6
          Within thirty (30) days after the close of each month, Medical Center
shall provide JGKE with a written report indicating the status of billings and collections for each Procedure performed during
that month using the Equipment and/or any other equipment or devices, including, without limitation, the amount of the claim submitted
and the amount received for each such Procedure provided, however, Medical Center shall not identify the patient or payor.


 


8.7
          Inspection of Records and Record Retention. Throughout the
initial Term and any successive terms, and thereafter until final settlement of all amounts owed to or claimed by either party
under this Agreement, each party, at its own expense, shall have the right upon request and from time-to-time, not more than once
annually, to inspect, audit and copy the other party's books and records which relate to the accounting for and calculation of
Gross Technical Component Revenues, Net Technical Component Revenues, and each party’s respective Direct Operating Expenses;
provided that any patient names or identifiers shall not be disclosed. JGKE acknowledges that Medical Center's managed care contracts
may contain confidentiality provisions that prohibit Medical Center from disclosing payment rates to JGKE. Accordingly, Medical
Center agrees to provide payment rates to JGKE’s designated auditing firm for purposes of auditing and monitoring the Purchase
Services Payments and other obligations contemplated by the parties under this Agreement. JGKE’s designated auditing firm
shall agree to (i) only use the payment rate information in connection with this Agreement, and (ii) disclose to JGKE the minimum
amount information regarding payment rates as necessary for JGKE to audit and monitor the Purchased Services Payments and other
obligations contemplated by the parties under this Agreement; provided, however, JGKE's auditing firm shall in no case share Medical
Center's payment rates with JGKE.


 


8.8          Reimbursement
Rate for Gamma Knife Procedures. Medical Center shall use commercially reasonable efforts to renegotiate Medical Center's
existing managed care contracts to include coverage for stereotactic radiosurgery services utilizing the Equipment to be provided
through the Program and to include in new managed care contracts provisions covering such services. It is understood that certain
Procedures may be performed on the Equipment for research or charity purposes. The parties shall mutually agree in advance as
to the number of research procedures that will be performed.


 


8.9          Survival.
The provisions of this Section 8 shall survive the termination or expiration of this Agreement.


 



    	 



    	 



    

 


8.10          Stark
Law Compliance. The parties agree and acknowledge that pursuant to the federal Stark Law, in the event any physician(s) (or
immediate family member) has a direct or indirect ownership or investment interest in JGKE at any time during the term of this
Agreement, such physician-owner(s) shall not "refer" to Medical Center for any "designated health services,"
including but not limited to laboratory, radiology, radiation therapy, and inpatient/outpatient hospital services, and shall not
direct any other physician to make a "referral" to Medical Center, and shall not control the "referrals" of
any other physician to Medical Center. The parties further agree that for purposes of the Stark Law, the term "referral"
does not include a request by a radiation oncologist for radiation therapy or ancillary services necessary for, and integral to,
the provision of radiation therapy, if the request results from a "consultation" initiated by another physician; and
(ii) the tests or services are furnished by or under the supervision of radiation oncologist or another radiation oncologist in
the same group practice. A "consultation" means a professional service furnished to a patient by a physician if the
following conditions are satisfied: (i) the physician's opinion or advice regarding evaluation or management or both of a specific
medical problem is requested by another physician; (ii) the request and need for the consultation are documented in the patient's
medical record; and (iii) after the consultation is provided, the physician prepares a written report of his or her findings,
which is provided to the physician who requested the consultation. With respect to radiation therapy services provided by a radiation
oncologist, a course of radiation treatments over a period of time will be considered to be pursuant to a consultation, provided
that the radiation oncologist communicates with the referring physician on a regular basis about the patient's course of treatment
and progress. On or before the Effective Date of this Agreement, JGKE shall cause each physician (or immediate family member)
with a direct or indirect ownership or investment interest in JGKE to execute the Physician Acknowledgement attached hereto as
Attachment 1 and incorporated herein.


 


9.           Use
of the Equipment.


 


9.1          The
Equipment shall be used by Medical Center only at the Site and shall not be removed therefrom. Medical Center shall use the Equipment
only in the regular and ordinary course of Medical Center’s business operations and only within the capacity of the Equipment
as determined by Elekta’s specifications, unless otherwise authorized in writing by JGKE and Elekta. Medical Center
shall not use or permit the Equipment to be used in any manner or for any purpose which, the Equipment is not designed or reasonably
suitable, unless otherwise authorized in writing by JGKE and Elekta.


 


9.2          Notwithstanding
anything to the contrary contained in this Agreement, this is an agreement of purchasing the Service only. JGKE shall only offer
to Medical Center the Service pursuant to the terms and conditions of this Agreement. Nothing herein shall be construed as conveying
to Medical Center any right, title or interest in or to the Equipment, except for the express right to use the Equipment granted
herein to Medical Center during the Term. All Equipment shall remain personal property (even though said Equipment may hereafter
become attached or affixed to real property) and the title thereto shall at all times remain exclusively in JGKE.


 



    	 



    	 



    

 


9.3          During
the Term, upon the request of JGKE, Medical Center shall promptly affix to the Equipment an identifying label supplied by JGKE
indicating JGKE’s ownership of the Equipment, and shall keep the same affixed for the entire Term. Medical Center hereby
authorizes JGKE to cause this Agreement or any statement or other instrument showing the interest of JGKE in the Equipment to
be filed or recorded, or refiled or re-recorded, with all governmental agencies considered appropriate by JGKE. Medical Center
also shall promptly execute and deliver, or cause to be executed and delivered, to JGKE any statement or instrument reasonably
requested by JGKE for the purpose of evidencing JGKE’s interest in the Equipment, including UCC financing statements and
other relevant statements and waivers with respect to rights in the Equipment from any owners or mortgagees of any real estate
where the Equipment may be located.


 


9.4          At
Medical Center's cost and expense, Medical Center shall use commercially reasonable efforts to (a) protect and defend JGKE’s
ownership of and title to the Equipment from and against all persons claiming against or through Medical Center, (b) at all times
keep the Equipment free from any and all liens, encumbrances, attachments, levies, executions, burdens, charges or legal processes
imposed against Medical Center, and (c) give JGKE written notice of any matter described in this clause within five (5) business
days of Medical Center’s knowledge thereof, and (d) in the manner described in Section 21 below indemnify JGKE harmless
from and against any loss, cost or expense (including reasonable attorneys’ fees) with respect to any of the foregoing.


 


10.          Additional
Covenants of Medical Center. In addition to the other covenants of Medical Center contained in this Agreement, Medical Center
shall, at its cost and expense:


 


10.1          Provide
properly trained professional, technical and support personnel and supplies required for the proper performance of Gamma Knife
procedures utilizing the Equipment. In this regard, Medical Center shall make reasonable efforts to maintain on staff a minimum
of two (2) Gamma Knife trained teams comprised of neurosurgeons, radiation oncologists and physicists. The Gamma Knife
shall be available for use by all credentialed neurosurgeons, radiation oncologists and physicists. 


 


10.2          Direct,
supervise and administer the provision of all services relating to the performance of Procedures utilizing the Equipment in accordance
with all applicable laws, rules and regulations.


 


10.3          Keep
and maintain the Equipment and the Site secure and free from unauthorized access or use by any person to the extent that Medical
Center provides security for its other radiation oncology services.


 


10.4          Operate
a radiation therapy department at the Site. JGKE acknowledges that the Equipment will be located on the same campus as the radiation
therapy department, in a different but physically connected building.


 



    	 



    	 



    

 


11.          Additional
Covenants of JGKE. In addition to the other covenants of JGKE contained in this Agreement, JGKE, at its cost and expense,
shall:


 


11.1          Use
its best efforts to require Elekta to meets its contractual obligations to JGKE and Medical Center upon delivery of the Equipment
and put the Equipment, as soon as reasonably possible, into good, safe and serviceable condition and fit for its intended use
in accordance with the manufacturer’s specifications, guidelines and field modification instructions.


 


11.2          Cause
Medical Center to enjoy the use of the Equipment, free of the rights of any other persons except for those rights reserved by
JGKE or granted to Elekta under the LGK Agreement.


 


11.3          Cover
the tuition costs for up to ten (10) Perfexion training slots for physicians and physicists who will be using the Equipment. In
accordance with Medical Center’s policies, copies of which have been provided to JGKE, all documented and incurred expenses
for travel, lodging, and meals associated with training course attendance shall be a JGKE Direct Operating Expense as defined
in this Agreement.


 


11.4          To
the extent reasonably requested by Medical Center, JGKE agrees to use best efforts to exercise JGKE’s rights to the warranty
provided by Elekta to JGKE and attached hereto as Attachment 2.


 


12.          Maintenance
of Equipment; Damage or Destruction of Equipment.


 


12.1        During
the Term and except as otherwise provided in this Agreement, JGKE, shall (a) maintain the Equipment in good operating condition
and repair, reasonable wear and tear excepted. Medical Center shall promptly notify JGKE in the event of any damage or destruction
to the Equipment or of any required maintenance or repairs to the Equipment, regardless of whether such repairs or maintenance
are covered or not covered by the Service Agreement. JGKE will work with Medical Center in selecting a Service Agreement which
shall be entered into by and between JGKE and the service provider and shall be a JGKE Direct Operating Expense as defined
in this Agreement; provided, however, such JGKE Direct Operating Expense shall be offset by any reduction in price offered by
Elekta to JGKE by virtue of Elekta's non-compliance with its uptime guarantee as set forth in more detail in Section 12.6 hereof.


 


12.2       To
the extent that JGKE is provided with software updates and upgrades at no additional charge, then JGKE shall ensure that such
equipment software updates and upgrades will be provided at no additional cost to Medical Center. Otherwise, Medical Center and
JGKE shall mutually agree in writing to the updates and upgrades, and such updates and upgrades shall be paid pro-rata by the
parties as set forth on Schedule 1 and shall not be considered either
a JGKE or Medical Center Direct Operating Expenses. JGKE and Elekta shall have the right to reasonably access the Equipment for
the purpose of inspection and the performance of repairs at all reasonable times, upon reasonable advance notice and with a minimum
of interference or disruptions to Medical Center’s regular business operations. 


 



    	 



    	 



    

 


12.3       JGKE
shall promptly provide Medical Center with a copy of all communications from the Elekta or the FDA advising of a recall, request
for a recall, market withdrawal, safety alert, or an issue of Equipment availability. JGKE shall provide Medical Center with written
notice of any Class I recall, whether voluntary or initiated by the FDA, affecting any of the Equipment within twenty-four (24)
hours of Elekta’s or JGKE's receipt of any such request for a recall, or shorter period of time provided in the recall strategy.


 


12.4       Medical
Center shall be liable for, and in the manner described in Section 21 below shall indemnify JGKE from and against, any damage
to or destruction of the Equipment caused by the intentional and wrongful or negligent acts or omissions of Medical Center’s
officers, employees, agents, or contractors. In the event the Equipment is damaged as a result of the intentional and wrongful
or negligent acts or omissions of Medical Center’s officers, employees, agents, or contractors, to the extent such damage
is not covered by warranties or insurance, JGKE may service or repair the Equipment as needed and the cost thereof shall be paid
by Medical Center to JGKE within thirty (30) day of written request. In the event that the costs are not paid to JGKE within thirty
(30) days, Medical Center shall pay interest thereon at the rate of one percent (1%) per month (or the maximum monthly interest
rate permitted to be charged by law between an unrelated, commercial borrower and lender, if less) and reasonable attorneys’
fees and costs incurred by JGKE in collecting such amount from Medical Center. Any work so performed by JGKE shall not deprive
JGKE of any of its rights, remedies or actions against Medical Center for such damages.


 


12.5       If
the Equipment is rendered unusable as a result of any physical damage to or destruction of the Equipment, Medical Center shall
give JGKE written notice thereof. JGKE shall use best efforts to determine, within fifteen (15) days after it is given written
notice of such damage or destruction, whether the Equipment can be repaired provided, however, if JGKE cannot determine whether
the Equipment can be repaired within fifteen (15) days, then JGKE shall have such additional time as may be reasonable and necessary
for such determination provided, however, JGKE shall provide Medical Center with weekly status reports. In the event JGKE
determines that the Equipment cannot be repaired (a) subject to Section 12.4 above, JGKE, at its cost and expense, shall replace
the Equipment as soon as reasonably possible taking into account the availability of replacement equipment from Elekta, Elekta’s
other existing orders for equipment, and the then existing limitations on Elekta’s manufacturing capabilities, (b) the Term
of this Agreement shall be extended for the period of time the Equipment is unusable, and (c) this Agreement shall continue in
full force and effect as though such damage or destruction had not occurred. In the event JGKE determines that the Equipment can
be repaired, JGKE shall cause the Equipment to be repaired as soon as reasonably possible thereafter. Medical Center shall fully
cooperate with JGKE to effect the replacement of the Equipment or the repair of the Equipment (including, without limitation,
providing full access to the Site) following the damage or destruction thereof.


 



    	 



    	 



    

 


12.6
       To the extent reasonably requested by Medical Center, JGKE agrees to use best efforts
to exercise JGKE’s rights to the uptime guarantee provided by Elekta to JGKE, a copy of which shall be provided to Medical
Center upon request.


 


13.          Alterations
and Upgrades to Equipment.


 


13.1          Medical
Center shall not make any modifications, alterations or additions to the Equipment (other than normal operating accessories or
controls) without the prior written consent of JGKE. Medical Center shall not, and shall not permit any person other than representatives
of Elekta or any other person authorized by JGKE to, effect any inspection, adjustment, preventative or remedial maintenance,
or repair to the Equipment without the prior written consent of JGKE. All modifications, alterations, additions, accessories or
operating controls incorporated in or affixed to the Equipment (herein collectively called "additions" and included
in the definition of "Equipment") shall become the property of the JGKE upon termination of this Agreement.


 


13.2          The
necessity and financial responsibility for modifications, additions or upgrades to the Equipment, including the reloading of the
Cobalt-60 source, shall be mutually agreed upon by JGKE and Medical Center in advance. If (a) JGKE and Medical Center agree to
reload the Cobalt-60 source (i.e., on or around the 72th month of the Term), then, notwithstanding any provisions to
the contrary herein, the initial Term shall be automatically extended for an additional two (2) years. The necessity for modifications,
additions or upgrades to the Equipment, including the reloading of the Cobalt-60 source, shall be as mutually agreed upon by JGKE
and Medical Center, and the financial responsibility for such modifications, additions and upgrades (excluding repairs, which
pursuant to Section 12.1 and subject to Section 12.5, are JGKE’s and Medical Center’s responsibility, respectively)
shall be paid either (i) pro-rata by the parties as set forth on Schedule 1 and shall not be considered either JGKE or Medical
Center Direct Operating Expenses, or (ii) shall be paid by JGKE provided that a mutually agreeable valuation firm with substantial
experience in health care valuations shall assess JGKE’s modifications, additions or upgrades and shall determine whether
the Purchased Services Payments need to be adjusted to ensure that Purchased Services Payments for the products and services provided
by each party continues to be commensurate with their fair market value, provided the Purchased Services Payments shall not be
adjusted more than annually.


 


14.          Financing
of Equipment by JGKE. JGKE, in its sole discretion, may finance the Equipment. Financing may be in the form of an installment
loan, a capitalized lease or other commercially available debt or financing instrument. If JGKE finances the Equipment through
an installment loan, JGKE shall be required to provide the Equipment as collateral for the loan. If JGKE finances the Equipment
through a capitalized lease, title shall vest with the lessor until such time as JGKE exercises its buy-out option under the lease,
if any. If required by the lender, lessor or other financing entity (the "Lender"), JGKE may assign its interest under
this Agreement as security for the financing. Medical Center’s interest under this Agreement shall be subordinate to the
interests of the Lender.


 



    	 



    	 



    

 


15.          Taxes.
JGKE shall pay all sales or use taxes imposed or assessed in connection with the use or purchase of the Equipment and all
personal property taxes imposed, levied or assessed on the ownership and possession of the Equipment during the Term. Unless Medical
Center provides JGKE with a tax exemption certificate, all other taxes, assessments, licenses or other charges imposed, levied
or assessed on the Equipment during the Term for which Medical Center is not expressly exempt, shall be paid by Medical Center
before the same shall become delinquent, whether such taxes are assessed or would ordinarily be assessed against JGKE or Medical
Center; provided, however, Medical Center shall not be required to pay any federal, state or local income, franchise, corporation
or excise taxes imposed upon JGKE's net income realized from the Purchased Services Payments of the Equipment.


 


16.          No
Warranties by Medical Center and JGKE. Medical Center warrants that as of the First Procedure Date, it shall have (a) thoroughly
inspected the Equipment to the best of their knowledge, (b) determined that to the best of its knowledge the Equipment is consistent
with the size, design, capacity and manufacture selected by it, and (c) satisfied itself that to the best of its knowledge the
Equipment is suitable for Medical Center intended purposes and is good working order, condition and repair. JGKE represents and
warrants that it has and shall continue to have for the term of this Agreement, good title to the Equipment delivered to Medical
Center without violating the property rights or interests of any third party inclusive of the intellectual property contained
therein. JGKE will work with Medical Center in good faith to remedy any problems identified in writing by Medical Center during
Medical Center's inspection. JGKE SUPPLIES THE EQUIPMENT UNDER THIS AGREEMENT IN ITS "AS IS" CONDITION. JGKE, NOT BEING
THE MANUFACTURER OF THE EQUIPMENT OR THE MANUFACTURER’S AGENT, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR
IMPLIED, AS TO THE EQUIPMENT’S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, DESIGN, CONDITION, DURABILITY,
CAPACITY, MATERIAL OR WORKMANSHIP OR AS TO PATENT INFRINGEMENT OR THE LIKE. Notwithstanding the foregoing, JGKE shall (i) to the
extent reasonably requested by Medical Center, use best efforts to exercise JGKE’s rights to the warranty provided by Elekta
to JGKE and attached hereto as Attachment 1, and (ii) use its best efforts to ensure that all benefits under the manufacturer’s
warranty shall run to the Medical Center. JGKE shall not be liable for any direct, indirect and consequential losses or damages
suffered by Medical Center or by any other person, and Medical Center expressly waives any right to hold JGKE liable hereunder
for, any claims, demands and liabilities arising out of or in connection with the design, manufacture, possession or operation
of the Equipment, including, without limitation, injury to persons or property resulting from the failure of, defective or faulty
design, operation, condition, suitability or use of the Equipment. All warranty or other similar claims with respect to the Equipment
shall be made by Medical Center solely and exclusively against Elekta and any other manufacturers or suppliers, but shall in no
event be asserted against JGKE. In this regard and with prior written approval of JGKE, Medical Center may, in JGKE’s name,
but at Medical Center’s sole cost and expense, enforce all warranties, agreements or representations, if any, which may
have been made by Elekta or manufacturers, suppliers or other third parties regarding the Equipment to JGKE or Medical Center.


 



    	 



    	 



    

 


17.        Termination
for Economic Justification. If, following the initial twenty four (24) months after the First Procedure Date and following
each subsequent twelve (12) month period thereafter during the Term, based upon the utilization of the Equipment and other factors
considered relevant by JGKE in the exercise of its reasonable discretion, within a reasonable period of time after JGKE’s
written request, Medical Center does not provide JGKE with a reasonable economic justification to continue this Agreement and
the utilization of the Equipment at the Medical Center, then and in that event, JGKE shall have the option to terminate this Agreement
by giving a written notice thereof to Medical Center not less than ninety (90) days prior to the effective date of the termination
designated in JGKE’s written notice. Without limiting the generality of the foregoing, for purposes of this Section,
"reasonable economic justification to continue this Agreement" shall not be deemed to exist (and JGKE shall have the
option to terminate this Agreement) if, during the twelve (12) month period immediately preceding the issuance of JGKE’s
written notice of termination, the "Net Cash Flow" is negative. As used herein, "Net Cash Flow" shall mean,
for the applicable period, (a) the aggregate Purchased Services Payments actually received by JGKE during such period,
minus the sum of the aggregate debt service on the Equipment during such period. In the event of such termination, Medical Center
shall have no further obligation hereunder, except for obligations accruing and becoming payable prior to the date of termination.


 


18.         Options
to Extend Agreement. As of the end of the Term, Medical Center shall have the option to:


 


18.1          Extend
the Term of this Agreement for a specified period of time and upon such other terms and conditions as may be agreed upon by JGKE
and Medical Center;


 


18.2          Purchase
the Equipment from JGKE or to assume JGKE’s rights under any lease of the Equipment upon expiration of the Term, provided,
however, the price, terms and conditions of the purchase or assumption shall be negotiated as an arms-length transaction; or


 


18.3          Terminate
this Agreement as of the expiration of the Term. Upon the expiration of the Term and within a reasonable time thereafter, JGKE,
at its cost and expense, may enter upon the Site under Medical Center supervision and remove the Equipment.


 


18.4          Medical
Center shall exercise one (1) of the three (3) options referred to above by giving an irrevocable written notice thereof
to JGKE at least one hundred eighty (180) days prior to the expiration of the initial Term. Any such notice shall
be sufficient if it states in substance that Medical Center elects to exercise its option and states which of the three (3)
options referred to above Medical Center is exercising. If Medical Center fails to exercise the option granted herein at least
one hundred eighty (180) days prior to the expiration of the initial Term, the option shall lapse and this
Agreement shall expire as of the end of the initial Term. Further, if Medical Center exercises either option specified in Sections
18.1 or 18.2 above and the parties are unable to mutually agree upon the price, terms or conditions applicable to such
option prior to the expiration of the Term, this Agreement shall expire as of the end of the initial Term.


 



    	 



    	 



    

 


19.          Events
of Default and Remedies.


 


19.1        Medical
Center Event of Default. The occurrence of any one of the following shall constitute a Medical Center event of default under this
Agreement (a "Medical Center Event of Default"):


 


19.1.1          Medical
Center fails to pay any Purchased Services Payment when due pursuant to Paragraph 8 above and such failure continues for a period
of thirty (30) days after written notice thereof is given by JGKE or its assignee to Medical Center; however, if Medical
Center cures the Purchased Services Payment default within the applicable thirty (30) day period, such default shall not constitute
an Event of Default.


 


19.1.2          Medical
Center attempts to remove, sell, transfer, encumber, assign, sublet or part with possession of the Equipment or any items thereof,
except as expressly permitted herein or as otherwise authorized by JGKE in writing.


 


19.1.3          Medical
Center fails to observe or perform any of its covenants, duties or obligations arising under this Agreement or the LGK Agreement
and such failure continues for a period of thirty (30) days after written notice thereof by JGKE to Medical Center; however, if
Medical Center cures the default within the applicable thirty (30) day period or if the default reasonably requires more than
thirty (30) days to cure, Medical Center commences to cure the default during the initial thirty (30) day period and Medical Center
diligently completes the cure within sixty (60) days following the end of the thirty (30) day period, such default shall not constitute
a Medical Center Event of Default; provided that the foregoing cure periods shall not apply to a Medical Center Event of Default
under Subsections 19.1.1 or 19.1.2.


 


19.1.4         
Medical Center ceases doing business, makes an assignment for the benefit of creditors, admits in writing its inability to pay
its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent, files a petition
seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement
under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed
against it in any such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or
of all or any substantial part of its assets or properties, or it or its shareholders shall take any action looking to its dissolution
or liquidation.


 


19.1.5          Medical
Center is suspended or terminated from participation in the Medicare program.


 



    	 



    	 



    

 


19.2         JGKE
Event of Default. The occurrence of any one of the following shall constitute a JGKE event of default under this Agreement
(a "JGKE Event of Default"):


 


19.2.1         JGKE
causes Medical Center’s quiet enjoyment and use of the Equipment pursuant to this Agreement to be materially interfered
with (other than by reason of a Medical Center Event of Default or in connection with servicing, maintenance or repairs as contemplated
in this Agreement), and JGKE fails to cure such default within thirty (30) days after written notice thereof is given by Medical
Center or its assignee to JGKE; however, if JGKE cures such default within the applicable thirty (30) day period, such default
shall not constitute an JGKE Event of Default.


 


19.2.2         JGKE
fails to pay or reimburse Medical Center for any monies payable by JGKE to Medical Center pursuant to this Agreement and such
failure continues for a period of thirty (30) days after written notice thereof is given by Medical Center or its assignee to
JGKE; however, if JGKE cures the default within the applicable thirty (30) day period, such default shall not constitute a JGKE
Event of Default.


 


19.2.3         JGKE
fails to observe or perform any of its covenants, duties or obligations arising under this Agreement and such failure continues
for a period of thirty (30) days after written notice thereof by Medical Center to JGKE; however, if JGKE cures the default within
the applicable thirty (30) day period or if the default reasonably requires more than thirty (30) days to cure, JGKE commences
to cure the default during the initial thirty (30) day period and JGKE diligently completes the cure within sixty (60) days following
the end of the thirty (30) day period, such default shall not constitute a JGKE Event of Default; provided that the foregoing
cure periods shall not apply to a JGKE Event of Default under Subsections 19.2.1 or 19.2.2.


 


19.2.4         JGKE
ceases doing business, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they
become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or insolvent, files a petition seeking for itself
any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present
or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any
such proceeding, consents to or acquiesces in the appointment of a trustee, receiver, or liquidator of it or of all or any substantial
part of its assets or properties, or it or its shareholders shall take any action looking to its dissolution or liquidation.


 


19.2.5         JGKE
is suspended or terminated from participation in the Medicare program or any other federal or state health care program.


 


19.3        Upon
the occurrence of a Medical Center Event of Default or a JGKE Event of Default, the non-breaching party may at its option do any
or all of the following:


 



    	 



    	 



    

 


19.3.1         By
written notice to JGKE, Medical Center may at its option immediately terminate this Agreement as to the Equipment, wherever situated,
but only upon the occurrence of a JGKE Event of Default under Subsections 19.2.1 or 19.2.2. As a result of such termination, Medical
Center may, at its option and upon written notice to JGKE, demand that JGKE immediately enter upon the Site and remove the Equipment
at JGKE’s sole cost and expense. For the avoidance of doubt, Medical Center shall not have the right to terminate this Agreement
by reason of a JGKE Event of Default, other than due to the occurrence of a JGKE Event of Default under Subsections 19.2.1 and/or
19.2.2.


 


19.3.2         By
written notice to Medical Center, JGKE may at its option immediately terminate this Agreement as to the Equipment, wherever situated,
but only upon the occurrence of any of the Medical Center Events of Default as set forth in Subsections 19.1.1 and 19.1.2, 19.1.5
and/or noncompliance with Sections 10.1 and/or 10.4 above (which noncompliance has not been cured within the periods set forth
in Section 19.1.3 above) (collectively, the “Termination Defaults”). For the avoidance of doubt, but without limiting
JGKE’s rights under Section 17 above (Termination for Economic Justification), JGKE shall not have the right to terminate
this Agreement by reason of a Medical Center Event of Default, other than due to the occurrence of any Termination Default. As
a result of such termination pursuant to any Termination Default, JGKE may (a) provide reasonable notice to Medical Center of
its intention to remove the Equipment, and upon such date as provided by notice, JGKE may then enter upon the Site and remove
the Equipment in a manner and at a time that causes the least amount of disruption to patient care, or, at Medical Center’s
election, Medical Center shall remove and return the Equipment to JGKE, but in either event at Medical Center’s sole cost
and expense; and (b) may exercise any other rights pursuant to this Agreement or permitted by law, equity or otherwise. 


 


19.3.3         With
respect to all other Medical Center Events of Default, JGKE may:


 


A.              Sell,
dispose of, hold, use or lease the Equipment (other than on the premises of the Medical Center), as JGKE in its sole and
absolute discretion may determine (and JGKE shall not be obligated to give preference to the sale, lease or other disposition
of the Equipment over the sale, lease or other disposition of similar Equipment owned or leased by JGKE).


 


B.              Exercise
any other right or remedy which may be available to JGKE under the Uniform Commercial Code or any other applicable law or proceed
by appropriate court action, without affecting JGKE’s title or right to possession of the Equipment, to enforce the terms
hereof or to recover damages for the breach hereof or to cancel this Agreement as to the Equipment.


 



    	 



    	 



    

 


19.3.4         Upon
termination of this Agreement or the exercise of any other rights or remedies under this Agreement or available under applicable
law following a Medical Center Event of Default, Medical Center shall, without further request or demand, pay to JGKE all Purchased
Services Payments and other sums owing under this Agreement. However, Medical Center acknowledges that JGKE shall have no obligation
to sell the Equipment. Medical Center shall in any event remain fully liable for all damages as may be provided by law and for
all costs and expenses incurred by JGKE on account of such default, including but not limited to, all court costs and reasonable
attorneys’ fees.


 


19.3.5         Subject
to Section 17 above, each party shall in any event remain fully liable to the other non-defaulting party for all damages as may
be provided by law and for all costs and expenses incurred by the non-defaulting party on account of such default, including but
not limited to, all court costs and reasonable attorneys’ fees.


 


19.3.6         Subject
to Sections 19.3.1 and 19.3.2 above (regarding limitations on the right to terminate this Agreement), the rights and remedies
afforded a non-defaulting party under this Agreement shall be deemed cumulative and not exclusive, and shall be in addition to
any other rights or remedies available to the non-defaulting party provided by law or in equity.


 


20.          Insurance.


 


20.1         During
the Term and during the construction of the Site and prior to the First Procedure Date, JGKE shall, at its cost and expense, purchase
and maintain in effect an all risk property and casualty insurance policy covering the Equipment and general liability and professional
liability insurance coverage/policies covering JGKE and its officers, directors, agents, employees, or contractors. The general
liability and professional liability insurance policies shall provide coverage in amounts not less than One Million Dollars ($1,000,000.00)
per occurrence and Five Million Dollars ($5,000,000.00) annual aggregate. The all risk property and casualty insurance policy
shall be for an amount not less than the replacement cost of the Equipment. Medical Center shall be named as an additional insured
party on the all risk property and casualty insurance policy to the extent of its interest in the Equipment arising under this
Agreement and under the general liability insurance coverage/policy to be maintained by hereunder by JGKE. The coverage/policies
to be maintained by JGKE hereunder shall be evidenced by a certificate of insurance or other reasonable documentation which shall
be delivered by JGKE to Medical Center upon request following the commencement of this Agreement and as of each annual renewal
of such policy during the Term.


 


20.2          During
the Term, Medical Center shall, at its cost and expense, purchase, and maintain in effect general liability and professional liability
insurance coverage/policies covering the Medical Center and the use or operation of the Equipment by Medical Center or its officers,
directors, agents, employees, or contractors. The general liability and professional liability insurance policies shall provide
coverage in amounts not less than One Million Dollars ($1,000,000.00) per occurrence and Five Million Dollars ($5,000,000.00)
annual aggregate. JGKE shall be named as additional insured party on the general liability insurance coverage/policies to be maintained
hereunder by Medical Center. The coverage/policies to be maintained by Medical Center hereunder shall be evidenced by a certificate
of insurance or other reasonable documentation which shall be delivered by Medical Center upon request to JGKE no later
than the First Procedure Date and as of each annual renewal of such policies during the Term. Medical Center shall require any
physicians using the Equipment to show evidence of professional liability insurance consistent with Medical Center’s Medical
Staff Bylaws.


 



    	 



    	 



    

 


20.3          During
the construction of the Site and prior to the First Procedure Date, Medical Center, at its cost and expense, shall purchase, and
maintain a general liability insurance policy which conforms with the coverage amounts and other requirements described in Section
20.2 above and which names JGKE as an additional insured party. The policy to be maintained by Medical Center hereunder shall
be evidenced by a certificate of insurance or other reasonable documentation which shall be delivered by Medical Center to JGKE
prior to the commencement of any construction at the Site.


 


20.4          During
the Term, Medical Center and JGKE shall purchase and maintain all workers compensation insurance to the maximum extent required
by applicable law.


 


20.5          Medical
Center may maintain any insurance policies or coverage required of it by this Agreement through a self-insurance program.


 


21.          Indemnification.


 


21.1          Medical
Center shall be liable for and shall indemnify, defend, protect and hold JGKE and its members, managers, officers, employees,
agents and contractors (collectively "JGKE") harmless from and against all losses, claims, damages, liabilities, assessments,
deficiencies, actions, proceedings, orders, judgments, liens, costs and other expenses (including reasonable attorney’s
fees) of any nature or kind whatsoever asserted against or incurred by JGKE (collectively "Damages") which in any manner
arise out of or relate to (a) the failure by Medical Center to fully perform, observe or satisfy its covenants, duties or obligations
contained in this Agreement or in the LGK Agreement; (b) negligent, intentional or wrongful acts or omissions by Medical Center
or any of its officers, directors, agents, contractors (or their subcontractors), or employees in connection with the use and
operation of the Equipment during the Term; (c) Damages to the Equipment caused by the negligent or wrongful acts or omissions
of Medical Center, its agents, officers, employees or contractors (if the Equipment is destroyed or rendered unusable, subject
to Section 21.7 below, this indemnity shall extend up to (but not exceed) the full replacement value of the Equipment at the time
of its destruction less salvage value, if any); or (d) the events or occurrences described in Article 7.3 of the LGK Agreement
to the same extent that Medical Center agrees to indemnify Elekta thereunder (other than with respect to the failure of the Site
to comply with the Site Planning Criteria or defective maintenance of the Equipment under the Service Agreement).


 



    	 



    	 



    

 


21.2          JGKE
shall be liable for and shall indemnify, defend, protect and hold Medical Center and its directors, members, managers, officers,
employees, agents and contractors (collectively "Medical Center") harmless from and against all losses, claims, damages,
liabilities, assessments, deficiencies, actions, proceedings, orders, judgments, liens, costs and other expenses (including reasonable
attorney’s fees) of any nature or kind whatsoever asserted against or incurred by Medical Center (collectively "Damages")
which in any manner arise out of or relate to (a) the failure by JGKE to fully perform, observe or satisfy its covenants, duties
or obligations contained in this Agreement; (b) negligent, intentional or wrongful acts or omissions by JGKE or any of its officers,
directors, agents, contractors (or their subcontractors), or employees in connection with the installation, or removal of the
Equipment, (c) the failure by JGKE to maintain the Equipment as provided in this Agreement; and (d) any other matters for which
JGKE has specifically agreed to indemnify Medical Center pursuant to this Agreement.


 


21.3          Upon
the occurrence of an event for which JGKE or Medical Center is entitled to indemnification under this Agreement ("Indemnitee"),
such party shall give written notice thereof to the other party setting forth the type and amount of Damages. If the indemnity
relates to a Third Party Claim (as defined in Section 21.4 below), the matter shall be subject to Section 21.4 below. If the indemnity
relates to any Damages other than a Third Party Claim, not more than thirty (30) days after written notice is given, the indemnifying
party shall acknowledge its obligation in writing to the Indemnitee to indemnify hereunder and pay the Damages in full to the
Indemnitee.


 


21.4          JGKE
or Medical Center, as Indemnitee, shall give written notice to the other party as Indemnitor as soon as reasonably possible after
the Indemnitee has knowledge of any third party claim or legal proceedings ("Third Party Claim") for which the Indemnitee
is entitled to indemnification under this Section 21. Indemnitor shall (a) immediately assume, at its sole cost and expense, the
defense of the Third Party Claim with legal counsel approved by the Indemnitee (which approval will not be unreasonably withheld,
delayed or conditioned), and (b) as soon as reasonably possible after Indemnitee’s written notice is given to the Indemnitor,
acknowledge in writing to Indemnitee its obligation to indemnify Indemnitee in accordance with the terms of this Agreement. If
either party as the Indemnitor fails to assume the defense of a Third Party Claim or fails to timely acknowledge in writing its
obligation to indemnify the Indemnitee, then, the Indemnitee may assume the defense of the Third Party Claim in the manner described
in Section 21.5 below. Each party shall cooperate with the other in the defense of any Third Party Claim. Any settlement or compromise
of a Third Party Claim to which either party is a party shall be subject to the express written approval of the other party, which
approval shall not be unreasonably withheld, delayed or conditioned as long as an unconditional term of the settlement or compromise
is the full and absolute release of the Indemnitee from all Damages arising out of the Third Party Claim. Either party as Indemnitee,
at its own cost and expense, may participate on its own behalf with legal counsel of its own selection in the defense of any Third
Party Claim which may have a material impact on it.


 


21.5          If
either party having the obligation as Indemnitor fails to promptly assume the defense of any Third Party Claim, the Indemnitee
may assume the defense of the Third Party Claim with legal counsel selected by the Indemnitee, all at the Indemnitor’s cost
and expense. The defense of an action by an Indemnitee under this Section 21.5 shall not impair, limit or otherwise restrict Indemnitor’s
indemnification obligations arising under this Section 21 or Indemnitee’s right to enforce such obligations.


 



    	 



    	 



    

 


21.6          The
indemnity obligations under this Section 21 shall expire on the expiration of the applicable statute of limitations relating to
the underlying claim that is the subject of the indemnification claim. Any indemnification obligation shall be in proportion to
the amount of responsibility found attributable to the Indemnitor.


 


21.7          The
indemnification obligations set forth in this Agreement are intended to supplement, and not supersede, supplant or replace, any
coverage for Damages which may be available under any insurance policies that may be maintained by JGKE or Medical Center. In
the event any Damages may be covered by insurance policies, the parties shall exercise good faith and use their best efforts to
obtain the benefits of and apply the available insurance coverage to the Damages subject to indemnification under this Agreement.
In the event that an insurer provides coverage under an insurance policy on the basis of a "reservation of rights,"
the indemnification obligations under this Agreement shall apply to all Damages which are finally determined as not being covered
under the insurance policy.


 


21.8          JGKE
acknowledges Medical Center’s obligations to comply with certain laws and regulations as well as the need for JGKE’s
employees, agents, and contractors to comply with reasonable requests, standard rules, and regulations of Medical Center regarding
personal and professional conduct, including the use of an identification badge or personal protective equipment and the adherence
to health care facility laws or regulations, including in some instances, criminal background checks, credit checks, health screening,
vaccinations and testing, and general safety practices or procedures, generally applicable to such facilities. JGKE shall provide
Medical Center with reasonable assistance in ensuring JGKE employee, agent, and contractor compliance with (i) laws and regulations
affecting Medical Center’s facility(ies) and (ii) Medical Center’s facility rules and regulations. JGKE warrants and
represents that it has enforceable written agreements with all of its employees, agents, and contractors involved during the course
of this Agreement in any provision of services and Equipment under this Agreement, obligating such employees and contractors upon
terms and conditions no less restrictive than contained herein, not to use or disclose any confidential information, proprietary
rights, or information learned or acquired during the course of such employment or engagement. To the extent an employee of JGKE
has access to Protected Health Information as such is defined in HIPAA, JGKE warrants that it will educate such employees about
the obligation imposed by the HIPAA regulations. Medical Center may, after written notice including an explanation of its concerns
and a fifteen (15) day cure period, require JGKE to replace any personnel provided by JGKE, including any contractor personnel,
if such personnel does not perform satisfactorily, does not comply with Medical Center’s security requirements or other
rules and regulations applicable to the conduct of Medical Center’s employees or contractors, or for other good cause. JGKE
shall be solely responsible for the acts and omissions of its employees, agents, and contractors hereunder.


 



    	 



    	 



    

            


21.9          JGKE
and its employees, agents, and contractors shall comply with and abide by Medical Center’s rules, policies and/or procedures
for vendor credentialing,  copies of which are available upon request. JGKE expressly acknowledges and agrees that as a
condition of access to Medical Center, JGKE and its employees, agents, and contractors shall cooperate and work with any third
party vendor credentialing services entity with which Medical Center has a contract and from which Medical Center requests JGKE
and its employees, agents, and contractors to obtain credentialing. No representatives of JGKE will be given access to Medical
Center absent successful completion of Medical Center’s vendor credentialing program and continued strict compliance with
Medical Center’s rules, standards, policies and procedures (e.g., immunization policies, identification requirements, HIPAA
compliance, appointment requirements, etc.). JGKE expressly agrees that it shall instruct all of its representatives of the above
requirements, and the fact that each representative, prior to admission to Medical Center, must have a scheduled appointment in
place. No standing appointments are permissible or will be allowed. Nothing herein shall be construed as granting a representative
access or permission to any locations within Medical Center, other than the main lobby of Medical Center. Any JGKE representatives
seeking access to Medical Center for the purpose of performing Services must have a scheduled appointment with Medical Center’s
Director of Materials Management. Any JGKE representative that does not comply with the above, will be removed from Medical Center
and may be sanctioned and/or permanently prohibited from access to Medical Center. Notwithstanding the provisions of 21.8 and
21.9, Medical Center will use all reasonable efforts to assist and promptly respond to JGKE, so as to ensure reasonable access
to the Medical Center, Equipment and all affiliated persons.


 


22.          Miscellaneous.


 


22.1          Binding
Effect and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, neither party may assign, subcontract, delegate, or otherwise transfer this Agreement or any of its rights
or obligations hereunder except as contemplated herein, without the other party’s written consent; provided, however that
the Medical Center may assign this Agreement without prior written consent of JGKE to an entity controlled by, controlling, or
under common control with the Medical Center and which entity is the holder of the general acute care hospital license for the
facility at which the Equipment is located, and provided further, that such entity shall have credit rating and financial position
equivalent to or higher than that of Medical Center as reasonably determined by JGKE. Unless otherwise agreed to in writing
by the parties, an assignment or sublease shall not relieve a party of any liability for performance of this Agreement during
the remainder of the Term. Any purported assignment or sublease made without the other party’s prior written consent shall
be null, void and of no force or effect. 


 


22.2          Agreement
to Perform Necessary Acts. Each party agrees to perform any further acts and execute and deliver any further documents which may
be reasonably necessary or otherwise reasonably required to carry out the provisions of this Agreement.


 


22.3          Validity.
If for any reason any clause or provision of this Agreement, or the application of any such clause or provision in a particular
context or to a particular situation, circumstance or person, should be held unenforceable, invalid or in violation of law by
any court or other tribunal of competent jurisdiction, then the application of such clause or provision in contexts or to situations,
circumstances or persons other than that in or to which it is held unenforceable, invalid or in violation of law shall not be
affected thereby, and the remaining clauses and provisions hereof shall nevertheless remain in full force and effect.


 



    	 



    	 



    

 


22.4
          Compliance with Anti-Terrorism Plan. JGKE acknowledges that Medical
Center has in place an Anti-Terrorism Plan (“Plan”), a copy of which has been provided to JGKE, and JGKE further acknowledges
that the Equipment and Cobalt source shall be in compliance with such Plan at all times. JGKE shall use its best efforts to make
any repairs or updates to the Equipment as soon as practicable in order for such Equipment to be operating in accordance with
the Plan.


 


22.5          Entire
Agreement; Amendment. This Agreement together with the Exhibits attached hereto constitutes the full and complete agreement and
understanding between the parties hereto concerning the subject matter hereof and shall supersede any and all prior negotiations
written and oral agreements and understandings between the parties with regard to such subject matter. This Agreement may be modified
or amended only by a written instrument executed by all of the parties hereto. The parties agree that the electronic signature
provisions of the Electronic Signatures in the Global and National Commerce Act shall not be applicable to this Agreement.


 


22.6          Number
and Gender. Words in the singular shall include the plural, and words in a particular gender shall include either or both additional
genders, when the context in which such words are used indicates that such is the intent.


 


22.7          Effect
of Headings. The titles or headings of the various paragraphs hereof are intended solely for convenience or reference and are
not intended and shall not be deemed to modify, explain or place any construction upon any of the provisions of this Agreement.


 


22.8          Counterparts.
This Agreement may be executed in one or more counterparts each bearing a handwritten signature of an authorized official, collectively
which shall constitute one and the same instrument. All counterparts shall be construed together and shall constitute one agreement.


 


22.9          Governing
Law. This Agreement shall be interpreted and enforced in accordance with the internal laws, and not the law of conflicts, of the
State of Florida. Each party irrevocably agrees that any claim brought by it in any way arising out of this Agreement must be
brought solely and exclusively in state or federal courts located in the Jacksonville, Duval County, Florida and each party irrevocably
accepts and submits to the sole and exclusive jurisdiction of each of the aforesaid courts in personam, generally and unconditionally
with respect to any action, suit, or proceeding brought by it or against it by the other party. THE EXCLUSIVE JURISDICTION REQUIREMENT
SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE EVENT THAT THERE IS THIRD PARTY JOINDER BY EITHER PARTY OR A THIRD PARTY INSTITUTES
AN ACTION AGAINST ANY PARTY TO THIS AGREEMENT, AND SUCH THIRD PARTY IS NOT AMENABLE TO JOINDER IN AN ACTION BROUGHT IN THE STATE
OR FEDERAL COURTS LOCATED IN JACKSONVILLE, DUVAL COUNTY, FLORIDA.


 



    	 



    	 



    

 


22.10          Exhibits.
All exhibits attached hereto and referred to in this Agreement are hereby incorporated by reference herein as though fully set
forth at length.


 


22.11          Priority
of Documents. This Agreement shall take priority over all agreements relating to Services executed prior to the Effective Date
between JGKE and Medical Center except to the extent JGKE and Medical Center expressly agree otherwise. Except to the extent expressly
agreed by Medical Center and JGKE, the terms of this Agreement shall not be modified or conflicted by subsequent agreements between
JGKE and Medical Center. In the event of a conflict between this Agreement and related documents, the terms of this Agreement
shall be given effect. The terms of any pre-printed form documents, including invoices and purchase orders, between JGKE and Medical
Center shall have no effect on the relationship of the parties. The terms of this Agreement shall supersede the terms and conditions
on any purchase orders, invoices, price quotes or other documents or agreements JGKE may utilize with Medical Center relating
to the Services covered under this Agreement. The general rule that ambiguities are to be construed against the drafter shall
not apply to this Agreement. In the event that any provision of this Agreement is found to be ambiguous, each party shall have
an opportunity to present evidence as to the actual intent of the parties with respect to such ambiguous provision.


 


22.12          Representations.
Each of the parties hereto represents: (a) that no representation or promise not expressly contained in this Agreement has been
made by any other party hereto or by any of its agents, employees, representatives or attorneys; (b) that this Agreement is not
being entered into on the basis of, or in reliance on, any promise or representation, expressed or implied, other than such as
are set forth expressly in this Agreement; (c) that it has been represented by counsel of its own choice in this matter or has
affirmatively elected not to be represented by counsel; (d) it is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization; (e) it has full power and authority to execute, deliver and perform this Agreement;
and (f) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate or other
similar action.


 


22.13
        Publicity. JGKE agrees that it shall not, without prior written consent of Medical
Center in each instance, use in advertising, publicity, or otherwise, the name of Medical Center, or any partner or employee of
Medical Center, or any trade name, trademark, trade device, or simulation thereof owned by Medical Center, or represent, directly
or indirectly, that any product or any service provided by JGKE has been approved, recommended, certified, or endorsed by Medical
Center. In addition to the foregoing, the content and timing of any public announcement including, but not limited to, any press
release regarding the arrangements outlined under this Agreement, shall require the mutual agreement of the parties.


 



    	 



    	 



    

 


22.14         Non-Waiver.
No failure or delay by a party to insist upon the strict performance of any term, condition, covenant or agreement of this Agreement,
or to exercise any right, power or remedy hereunder or under law or consequent upon a breach hereof or thereof shall constitute
a waiver of any such term, condition, covenant, agreement, right, power or remedy or of any such breach or preclude such party
from exercising any such right, power or remedy at any later time or times.


 


22.15         Notices.
All notices, requests, demands or other communications required or permitted to be given under this Agreement shall be in writing
and shall be delivered to the party to whom notice is to be given either (a) by personal delivery (in which case such notice shall
be deemed to have been duly given on the date of delivery), (b) by next business day air courier service (e.g., Federal Express
or other similar service) (in which case such notice shall be deemed given on the business day following deposit with the air
courier service), or (c) by United States mail, first class, postage prepaid, registered or certified, return receipt requested
(in which case such notice shall be deemed given on the third (3rd) day following the date of mailing), and properly addressed
as follows:


  


		To JGKE:	Four Embarcadero Center



Suite 3700


San Francisco, CA 94111


Attn: Chief Executive
Officer


 


		To Medical Center:	St. Vincent’s
                                                                                      Medical Center



1 Shircliff Way


Jacksonville, FL 32204


Attn: Chief Executive
Officer 







 


A party to
this Agreement may change his, her or its address for purposes of this Section by giving written notice to the other parties in
the manner specified herein.


 


22.16      Special
Provisions Respecting Medicare and Medicaid Patients


 


22.16.1       Medical
Center and JGKE shall generate such records and make such disclosures as may be required, from time to time, by the Medicare,
Medicaid, TriCare, HCAP and other third party payment programs with respect to this Agreement in order to meet all requirements
for participation and payment associated with such programs, including but not limited to the matters covered by Section 1861(v)(1)(I)
of the Social Security Act.


 



    	 



    	 



    

 


22.16.2       For
the purpose of compliance with Section 1861(v)(1)(I) of the Social Security Act, as amended, and any regulations promulgated pursuant
thereto, both parties agree to comply with the following statutory requirements (a) Until the expiration of four (4) years after
the termination of this Agreement, both parties shall make available, upon written request to the Secretary of Health and Human
Services or, upon request, to the Comptroller General of the United States, or any of their duly authorized representatives, the
contract, and books, documents and records of such party that are necessary to certify the nature and extent of such costs, and
(b) if either party carries out any of the duties of the contract through a subcontract with a value or cost of $10,000 or more
over a twelve month period, with a related organization, such subcontract shall contain a clause to the effect that until the
expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall
make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized
representatives the subcontract, and books, documents and records of such organization that are necessary to verify the nature
and extent of such costs.


 


22.17       Force
Majeure. Failure to perform by either party will be excused in the event of any delay or inability to perform its duties under
this Agreement directly or indirectly caused by conditions beyond its reasonable control, including, without limitation, fires,
floods, hurricane, tropical storm, earthquakes, snow, ice, disasters, acts of God, accidents, riots, wars, operation of
law, strikes, governmental action or regulations, shortages of labor, fuel, power, materials, manufacturer delays or transportation
problems. Notwithstanding the foregoing, all parties shall make good faith efforts to perform under this Agreement in the event
of any such circumstance. Further, once such an event is resolved, the parties shall again perform their respective obligations
under this Agreement. Should either party to this Agreement be notified by any governmental agency or its counsel that performance
under this Agreement creates a substantial risk of violation of any material state or federal law or regulation, such party shall
notify the other party, and the parties shall, in good faith, attempt to amend this Agreement in all respects necessary to comply
with such laws or regulations. If such amendment is not in compliance with applicable legal requirements in the written opinion
of counsel for either party to this Agreement, or if the parties cannot agree on an alternative acceptable arrangement, then this
Agreement may be terminated by either party upon the delivery of written notice to the other party thirty (30) days prior to the
date of termination and all of the rights and obligations of the parties hereunder shall cease and this Agreement shall become
null and void.


 


22.18       Independent
Contractor. It is mutually understood and agreed that nothing in this Agreement is intended nor shall be construed to create between
JGKE and Medical Center, with respect to their relationship hereunder, an employer/employee relationship, a partnership or joint
venture relationship, or a landlord/tenant relationship.


 


22.19       Anti-Kickback
Statute. The sole purpose of this Agreement is to enter into a commercially reasonable and fair market value arrangement.
The parties in good faith believe that this Agreement fully complies with the provisions of 42 U.S.C. 1320a-7b (the "Anti-Kickback
Statute"). Neither Medical Center nor JGKE are, by virtue of this Agreement or otherwise, willfully offering, paying, soliciting,
or receiving remuneration in return for referring an individual to or from each other for the furnishing of any item or service
reimbursed under the Medicare or state health care programs. Pricing hereunder does not take into account the volume or value
of any referrals or business otherwise generated between the parties for which payment may be made in whole or in part under Medicare
or a state health care program.


 



    	 



    	 



    

 


22.20       Each
party represents and warrants to the other party that neither it, nor any of its employees or other contracted staff (collectively
referred to in this paragraph as "employees") has been or is about to be excluded from participation in any Federal
Health Care Program (as defined herein). Each party agrees to notify the other party within five (5) business days of receipt
of notice of intent to exclude or actual notice of exclusion from any such program. The listing of either party or any of its
employees on the Office of Inspector General’s exclusion list (OIG website), the General Services Administration’s
Lists of Parties Excluded from Federal Procurement and Nonprocurement Programs (GSA website) for excluded individuals or entities,
any state Medicaid exclusion list, or the Office of Foreign Assets Control’s (OFAC’s) blocked list shall constitute
"exclusion" for purposes of this paragraph. In the event that either party is excluded from any Federal Health Care
Program or placed on the OFAC’s blocked list, it shall be a material breach and this Agreement shall immediately terminate
without penalty to the other party, unless the other party elects in writing to continue this Agreement. For the purpose of this
paragraph, the term "Federal Health Care Program" means the Medicare program, the Medicaid program, TRICARE, any health
care program of the Department of Veterans Affairs, the Maternal and Child Health Services Block Grant program, any state social
services block grant program, any state children’s health insurance program, or any similar program.


 


22.21
       Each party shall keep strictly confidential all Non-Public Information disclosed by
the other party. For the purposes of this Agreement "Non-Public Information" shall include the terms of this Agreement
and all information disclosed by the parties, inclusive of Medical Center purchasing information and characteristics. The parties
expressly acknowledge that Medical Center is a member or affiliate of Ascension Health. The parties further agree that, notwithstanding
anything to the contrary herein, Medical Center may disclose Non-Public Information to Ascension Health and its health ministries,
affiliates, business partners, consultants and those third-party entities with whom Ascension Health and/or Medical Center have
an agreement requiring the third-party entity to maintain the confidentiality of such Non-Public Information and to only use such
Non-Public Information for the benefit of Ascension Health and Medical Center. Each party shall use best efforts to return any
confidential information to the disclosing party upon request. Medical Center and JGKE may freely disclose this Agreement internally
within their respective organizations and to their professional advisors.


 


22.22       Medical
Center has in place a Corporate Responsibility Program ("Program") which has as its goal to ensure that Medical Center
complies with federal, state and local laws and regulations, a copy of which is available for review at jaxhealth.com in the Patients
and Visitors section. The Program focuses on risk management, the promotion of good corporate citizenship, including the commitment
to uphold a high standard of ethical and legal business practices, and the prevention of misconduct. JGKE acknowledges Medical
Center's commitment to Corporate Responsibility and agrees that it will not act or conduct business in a manner that requires
Medical Center to violate or act in a manner that contravenes any legal requirement.


 



    	 



    	 



    

 


22.23       The
parties acknowledge that the operations of Medical Center and its affiliates are in accordance with the Ethical and Religious
Directives for Catholic Health Care Services, as promulgated by the United States Conference of Catholic Bishops, Washington,
D.C., of the Roman Catholic Church or its successor ("Directives") and the principles and beliefs of the Roman Catholic
Church is a matter of conscience to Medical Center and its affiliates. The Directives are located at http://www.usccb.org/bishops/directives.shtml.
It is the intent and agreement of the parties that neither this Agreement nor any part hereof shall be construed to require Medical
Center or its affiliates to violate said Directives in their operation and all parts of this Agreement must be interpreted in
a manner that is consistent with said Directives.


 


22.24       JGKE
represents and warrants that the Equipment, to JGKE’s knowledge, complies with the requirements of all applicable federal,
state and local laws, ordinances, regulations and codes including those relating to the privacy or security of information including,
but not limited to, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and corresponding regulations.
The parties agree that based upon and in reliance upon the representations, warranties and covenants set forth in this Section,
JGKE is not a Business Associate of Medical Center as defined in HIPAA. JGKE represents, warrants and covenants that in the provision
of Equipment under this Agreement, JGKE does not require and shall not request access to, or attempt to access, any Protected
Health Information of Medical Center or any of its affiliates. If JGKE inadvertently comes in contact with Protected Health Information,
JGKE will keep such information confidential and not further access, use or disclose it. If JGKE becomes a Business Associate,
it agrees to comply with all applicable provisions of HIPAA and agrees to sign Medical Center's then-current business associate
agreement. For purposes of this Section, Protected Health Information has the meaning set forth in 45 CFR §160.103.


 


22.25       Restrictive
Covenants. During the term of the Agreement: (1) JGKE covenants that it and any affiliate of JGKE will not be involved in
any way in the ownership, management, or operation of, or investment in, any gamma knife models that perform Procedures within
twenty-five (25) miles of Medical Center, and (2) Medical Center covenants that St. Luke’s Hospital will not be involved
in any way in the ownership, management, or operation of, or investment in, any gamma knife models on St. Luke's Hospital campus,
located in Jacksonville, Florida. Notwithstanding the above, the parties agree that as affiliates of JGKE, Dr. Scot Akerman and
Dr. Paul Ossi shall be permitted to continue to perform Procedures on the current stereotactic radiosurgery system which is owned
by Iridium Holdings, Inc. as of the date of this Agreement, provided such radiosurgery system shall not be modified, upgraded
or replaced during the term of this Agreement. In the event that this restrictive covenant (or element thereof) shall be determined
to be over-broad, then the terms of this Section 22.25 may be either stricken or reduced by a court of competent jurisdiction
to the extent such court deems reasonable, and this Section 22.25 may then be enforced in accordance with any remaining and revised
language of this Section 22.25.


 



    	 



    	 



    

  


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.


 


	"JGKE"	JACKSONVILLE GK EQUIPMENT,
    LLC
	 	By:	/s/ Ernest A. Bates, M.D.
	 	 	Title: Manager
	 	 	Date: August 5, 2011
	 	 	 
	"MEDICAL CENTER"	ST. VINCENT’S
    MEDICAL CENTER, INC.
	 	 	 
	 	By:	/s/ Moody Chisholm
	 	 	Title: President & CEO
	 	 	Date: August 5, 2011


  








    	 



    	 



    






 


Exhibit 1


 


 


 



    	 



    	 



    



 


Exhibit 2


 





 





 


Saint Vincent’s
Medical Center


Jacksonville,
Florida


 


August 4, 2011


 



    	 



    	 



    

 





 


LEKSELL
GAMMA KNIFE® END USER AGREEMENT


THIS LEKSELL GAMMA
KNIFE® END USER AGREEMENT ("AGREEMENT") is entered into as of the_______day of 2011 by and between ELEKTA, INC.,
a corporation organized and existing under the laws of Georgia (hereinafter referred to as "Elekta"). and SAINT VINCENT'S
MEDICAL CENTER, INC., (hereinafter referred to as "End User").


 


WITNESSETH:


 


WHEREAS,
Elekta has agreed to sell the "Leksell Gamma Knife®" system (hereinafter defined and referred to as the "LGK®")
to Jacksonville GK Equipment, LLC, hereinafter referred to as 'Buyer"); and


 


WHEREAS,
Buyer has agreed to provide the right to use the LGK® to End User under the Leksell Gamma Knife Perfexion Purchased Services
Agreement ("Purchased Services Agreement"), and


 


WHEREAS,
Elekta and End User wish to enter this Agreement for their mutual benefit;


 


NOW
THEREFORE, in consideration of the mutual covenants and obligations, warranties and indemnities herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


TERMS
AND CONDITIONS


 


ARTICLE I. DEFINED
TERMS


 


The following
words and terms shall have the meanings set forth opposite them in this Article I:


 


"Acceptance
Tests" are those tests which demonstrate that the LGK® meets the manufacturer's specification and which are defined
in the Purchased Services Agreement between Buyer and Elekta.


 


"Charging"
means all handling of the Cobalt Supply at the Site and the installation of such Cobalt Supply in the LGK®.


 


"Cobalt
Supply" means the supply of the Cobalt-60 sources to be installed in the LGK®.


 


"Effective
Date" is the date of execution of this Agreement by the End User, as indicated in this Agreement.


 


"End
User Data" means all data and information, including but not limited to End User Confidential Information, Customer whether
in written or electronic form, submitted to Elekta by End User or a user, or obtained by Elekta in connection with the LGP Software,
including, without limitation, information relating to End User's or an affiliate's users, vendors, employees, technology, operations,
facilities, consumer markets, products, capacities, systems, procedures, security practices, research, development, business affairs
and finances, business methodologies, improvements, trade secrets, copyrightable subject matter and other proprietary information,
activities, and any ideas, concepts, innovations, inventions and designs of End User.


 


"Hardware"
shall mean that computer hardware and related equipment described in the Specification.


 


"Installation
Test Protocol" shall mean the manufacturer's instructions to install and test the LGK® and LGP Software which are
performed by Elekta under the supervision of the Buyer and/or End User's Radiation Safety Officer which, once completed satisfactorily
demonstrates the LGK ® complies with the Specification.


 


"LGK®"
is the device, which is technically specified in Exhibit A hereto, to be sold, delivered, and installed by Elekta at the Site.


 


"LGP
Software" means the dose planning software for the LGK®, which is described in the Specification and the software
and software add-on's as attached hereto as ExhrlD4 A (including but not limited to Standard LGP for Perfexion License, Retreatment
License, Warpseed Real-time Dose Update License, Functional Planning License, lmagemerge License and a Color Pet License).


 


"Site"
shall mean that location described on the Exhibit B hereto.


 


"Site
Planning Criteria" are the requirements which the Site must meet to properly accommodate the LGK® and
are defined in the Purchased Services Agreement between Elekta and Buyer.


 


"Specification"
refers to the technical standards with which the LGK® shall comply, as described in Exhibit A hereto.


  



    	 



    	 



    

 





 


ARTICLE
II. PERMITS


 


2.1
Permits. End User shall obtain any license (the "User License") from the Nuclear Regulatory Commission (or relevant
state agency if the Site is located in an -Agreement State") authorizing it to lake possession of the Cobalt Supply
and shall obtain such other licenses, permits, approvals, consents and authorizations which may be required by local governmental
or other regulatory agencies for the Site, its preparation, the Charging of the LGK® with its Cobalt Supply, the conduct of
Acceptance Tests, and the use of the LGK®. End User shall not run, operate, or otherwise use the LGK®, except for the
purpose of conducting the Acceptance Tests, until the Acceptance Tests have been successfully completed.


 


ARTICLE III.
OPERATION, TRAINING, AND INTELLECTUAL PROPERTY.


 


3.1
Operation. End User warrants and covenants that the LGK® shall not be run, operated or otherwise used, except by qualified
employees, agents, independent contractors, or physicians, who are suitably skilled and experienced to use the LGK®.


 


3.2
Technical Training. Elekta shall provide as set forth in Exhibit A to four (4) persons designated by End User instruction
relating to the technical operation and maintenance of the LGK®. Such instruction shall not exceed two (2) consecutive
days and will be provided on-site by installation personnel at the time of install.


 


3.3
Introductory Clinical Training Program. Elekta shall reimbursement the tuition costs for persons designated
by End User in a Clinical Training Program addressing indications, technique, literature, and other related areas as noted in
Exhibit A attached hereto.


 


3.4
Post Clinical Start Up Site Visit. Elekta shall provide a one (1) day Site visit from one (1) Clinical Applications
representative. The visit must be arranged within 3-6 months post clinical start up. The commitment will expire thereafter unless
documented alternate arrangements are made. The purpose is to ensure the End User is comfortable using all features in the LGP
Software.


 


3.5
LGP Software. Elekta hereby consents to Buyer's sublicense to End User of the LGP Software, to be utilized for the purpose
of planning dosages of treatments to be performed with the LGP Software and as otherwise may set forth in this Agreement A copy
of the LGP Software License from Elekta to Buyer is attached hereto as Exhibit D. End User agrees that its sublicense to
the LGP Software shall be subject to the terms and conditions of Exhibit D hereto. End User agrees. in favor of Elekta,
to perform the obligations assigned to Buyer in Exhibit D hereto. In the event the sublicense of the LGP Software from Buyer to
End User is terminated due to an act or omission of Buyer and without fault of the End User, then End User shall have the right
to obtain, at no additional cost, from Elekta a direct royalty-free license to utilize the LGP Software on the same terms and
conditions set forth herein.


 


3.6
Intellectual Property.


 


		(a)	End
                                                                                                                               User
                                                                                                                               hereby
                                                                                                                               acknowledges
                                                                                                                               that
                                                                                                                               the
                                                                                                                               trademarks
                                                                                                                               Gamma
                                                                                                                               Knife®
                                                                                                                               and
                                                                                                                               Leksell
                                                                                                                               Gamma
                                                                                                                               Knife®
                                                                                                                               (collectively,
                                                                                                                               the
                                                                                                                               "Mark")
                                                                                                                               are
                                                                                                                               protected
                                                                                                                               by
                                                                                                                               United
                                                                                                                               States
                                                                                                                               federal
                                                                                                                               registrations
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Mark
                                                                                                                               constitutes
                                                                                                                               valuable
                                                                                                                               intellectual
                                                                                                                               property
                                                                                                                               of
                                                                                                                               an
                                                                                                                               affiliate
                                                                                                                               of
                                                                                                                               Elekta
                                                                                                                               in
                                                                                                                               which
                                                                                                                               it
                                                                                                                               has
                                                                                                                               established
                                                                                                                               substantial
                                                                                                                               goodwill.
                                                                                                                               End
                                                                                                                               User
                                                                                                                               hereby
                                                                                                                               acknowledges
                                                                                                                               that
                                                                                                                               proper
                                                                                                                               use
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Mark
                                                                                                                               in
                                                                                                                               any
                                                                                                                               advertising
                                                                                                                               of
                                                                                                                               End
                                                                                                                               User's
                                                                                                                               own
                                                                                                                               surgical
                                                                                                                               services
                                                                                                                               performed
                                                                                                                               with
                                                                                                                               the
                                                                                                                               LGK®
                                                                                                                               surgical
                                                                                                                               instrument
                                                                                                                               is
                                                                                                                               highly
                                                                                                                               important
                                                                                                                               to
                                                                                                                               maintaining
                                                                                                                               such
                                                                                                                               value
                                                                                                                               and
                                                                                                                               goodwill.



 


		(b)	Subject
                                                                                                                               to
                                                                                                                               the
                                                                                                                               terms
                                                                                                                               and
                                                                                                                               conditions
                                                                                                                               of
                                                                                                                               this
                                                                                                                               section,
                                                                                                                               Elekta,
                                                                                                                               as
                                                                                                                               agent
                                                                                                                               for
                                                                                                                               Elekta
                                                                                                                               AB.
                                                                                                                               of
                                                                                                                               Geneva,
                                                                                                                               Switzerland,
                                                                                                                               the
                                                                                                                               owner
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Mark,
                                                                                                                               hereby
                                                                                                                               grants
                                                                                                                               End
                                                                                                                               User
                                                                                                                               a
                                                                                                                               non-exclusive,
                                                                                                                               royalty-free
                                                                                                                               license
                                                                                                                               without
                                                                                                                               right
                                                                                                                               to
                                                                                                                               sublicense
                                                                                                                               solely
                                                                                                                               for
                                                                                                                               the
                                                                                                                               purpose
                                                                                                                               of
                                                                                                                               using
                                                                                                                               the
                                                                                                                               Mark
                                                                                                                               in
                                                                                                                               connection
                                                                                                                               with
                                                                                                                               the
                                                                                                                               promotion
                                                                                                                               and
                                                                                                                               advertising
                                                                                                                               of
                                                                                                                               any
                                                                                                                               of
                                                                                                                               End
                                                                                                                               User's
                                                                                                                               own
                                                                                                                               services
                                                                                                                               to
                                                                                                                               be
                                                                                                                               performed
                                                                                                                               by
                                                                                                                               use
                                                                                                                               of
                                                                                                                               the
                                                                                                                               LGK®
                                                                                                                               surgical
                                                                                                                               instrument.



 


		(c)	End
                                                                                                                               User,
                                                                                                                               in
                                                                                                                               the
                                                                                                                               conduct
                                                                                                                               of
                                                                                                                               End
                                                                                                                               User's
                                                                                                                               business,
                                                                                                                               is
                                                                                                                               strictly
                                                                                                                               prohibited
                                                                                                                               from
                                                                                                                               using
                                                                                                                               the
                                                                                                                               Mark
                                                                                                                               in
                                                                                                                               or
                                                                                                                               as
                                                                                                                               its
                                                                                                                               official
                                                                                                                               legal
                                                                                                                               name.
                                                                                                                               However,
                                                                                                                               End
                                                                                                                               User
                                                                                                                               may
                                                                                                                               use
                                                                                                                               the
                                                                                                                               trademark
                                                                                                                               as
                                                                                                                               part
                                                                                                                               of
                                                                                                                               the
                                                                                                                               following
                                                                                                                               fictitious
                                                                                                                               trade
                                                                                                                               name:



 


“Gamma
Knife® Center of ____________________”


 


As
long as End User utilizes a fictitious trade name which includes the Mark, End User shall not perform radiosurgical services
with any equipment other than the LGK®. If End User performs any radiosurgical service with any equipment other than the LGK®
or if End User ceases to perform radiosurgical services with the LGK®. End User shall immediately cease utilizing the Mark
as part of its fictitious trade name.


 


		(d)	In
                                                                                                                               advertising,
                                                                                                                               references
                                                                                                                               to
                                                                                                                               the
                                                                                                                               Mark
                                                                                                                               must
                                                                                                                               include
                                                                                                                               the
                                                                                                                               registration
                                                                                                                               symbol
                                                                                                                               O
                                                                                                                               and
                                                                                                                               such
                                                                                                                               symbol
                                                                                                                               must
                                                                                                                               be
                                                                                                                               used
                                                                                                                               at
                                                                                                                               least
                                                                                                                               once
                                                                                                                               per
                                                                                                                               piece
                                                                                                                               of
                                                                                                                               advertising
                                                                                                                               material
                                                                                                                               along
                                                                                                                               with
                                                                                                                               the
                                                                                                                               words
                                                                                                                               "Gamma
                                                                                                                               Knife®
                                                                                                                               and
                                                                                                                               Leksell
                                                                                                                               Gamma
                                                                                                                               Knife®
                                                                                                                               are
                                                                                                                               U.S.
                                                                                                                               federally
                                                                                                                               registered
                                                                                                                               trademarks
                                                                                                                               of
                                                                                                                               Elekta
                                                                                                                               AB"
                                                                                                                               somewhere
                                                                                                                               in
                                                                                                                               the
                                                                                                                               advertisement.
                                                                                                                               Elekta
                                                                                                                               reserves
                                                                                                                               the
                                                                                                                               right
                                                                                                                               to
                                                                                                                               require
                                                                                                                               End
                                                                                                                               User
                                                                                                                               to
                                                                                                                               discontinue
                                                                                                                               the
                                                                                                                               use
                                                                                                                               of
                                                                                                                               advertising
                                                                                                                               that
                                                                                                                               does
                                                                                                                               not
                                                                                                                               conform
                                                                                                                               to
                                                                                                                               such
                                                                                                                               requirements.



 


		(e)	End
                                                                                                                               User
                                                                                                                               may
                                                                                                                               use
                                                                                                                               the
                                                                                                                               words
                                                                                                                               "Gamma
                                                                                                                               Knife®
                                                                                                                               Center
                                                                                                                               of
                                                                                                                               [add
                                                                                                                               distinctive
                                                                                                                               name)"
                                                                                                                               and/or
                                                                                                                               "Add
                                                                                                                               Distinctive
                                                                                                                               Name"
                                                                                                                               Gamma
                                                                                                                               Knife®
                                                                                                                               Center
                                                                                                                               as
                                                                                                                               part
                                                                                                                               of
                                                                                                                               any
                                                                                                                               intemet
                                                                                                                               domain
                                                                                                                               name,
                                                                                                                               or
                                                                                                                               URL,
                                                                                                                               telephone
                                                                                                                               number
                                                                                                                               or
                                                                                                                               other
                                                                                                                               communications
                                                                                                                               address
                                                                                                                               or
                                                                                                                               symbol
                                                                                                                               provided
                                                                                                                               that
                                                                                                                               the
                                                                                                                               full
                                                                                                                               name,
                                                                                                                               "Gamma
                                                                                                                               Knife®
                                                                                                                               Center
                                                                                                                               of
                                                                                                                               [add
                                                                                                                               distinctive
                                                                                                                               name)"
                                                                                                                               is
                                                                                                                               used.
                                                                                                                               User
                                                                                                                               may
                                                                                                                               use
                                                                                                                               a
                                                                                                                               variation
                                                                                                                               or
                                                                                                                               abbreviation
                                                                                                                               of
                                                                                                                               such
                                                                                                                               term
                                                                                                                               only
                                                                                                                               after
                                                                                                                               obtaining
                                                                                                                               Elekta's
                                                                                                                               prior
                                                                                                                               written
                                                                                                                               consent,
                                                                                                                               to
                                                                                                                               the
                                                                                                                               proposed
                                                                                                                               use
                                                                                                                               in
                                                                                                                               question.
                                                                                                                               User
                                                                                                                               may
                                                                                                                               not
                                                                                                                               under
                                                                                                                               any
                                                                                                                               circumstances,
                                                                                                                               use
                                                                                                                               the
                                                                                                                               words
                                                                                                                               "Gamma
                                                                                                                               Knife®"
                                                                                                                               alone,
                                                                                                                               for
                                                                                                                               any
                                                                                                                               intemet
                                                                                                                               domain
                                                                                                                               name,
                                                                                                                               or
                                                                                                                               URL,
                                                                                                                               telephone
                                                                                                                               number
                                                                                                                               or
                                                                                                                               other
                                                                                                                               communications
                                                                                                                               address
                                                                                                                               or
                                                                                                                               symbol.



 



    	 



    	 



    

 





 


		(f)	All
                                                               advertising or promotional materials in which the mark is utilized
                                                               shall comply with all applicable laws and regulations as well as
                                                               the standards of proper advertising.



 


		(g)	Elekta
                                                               shall have the right to terminate the license granted in this section
                                                               with immediate effect if End User violates any provision of this
                                                               section or utilizes the Mark in any manner which, in the sole opinion
                                                               of Elekta, presents a reasonable possibility of damage to the Mark,
                                                               and does not cure the violation to the satisfaction of Elekta or
                                                               provide a written plan to cure the violation that is satisfactory
                                                               to Elekta within ten (10) business days following written notice
                                                               from Elekta.



 


		(h)	Upon termination of the license
                                                               granted by this section. End User shall immediately cease all use
                                                               of the Mark, including, but not limited to, the use permitted under
                                                               subsection (e) of this section.



 


		(i)	End
                                                               User acknowledges that a breach of any of its covenants or agreements
                                                               hereunder may cause immediate and irreparable harm to Elekta and
                                                               Elekta Instrument S.A. End User acknowledges and agrees that there
                                                               may be no adequate remedy at law for any such breach, and End User
                                                               acknowledges that in the event of such a breach Elekta may be entitled
                                                               to seek Injunctive relief and such other relief as any court with
                                                               jurisdiction may deem just and proper.



 


		(j)	Notwithstanding anything to the
                                                               contrary, End User shall retain all right, title, and interest
                                                               in all of the End User intellectual property.



 





3.7. Remote
Access. Remote access to any End User's systems for maintenance and support of LGP Software and for any other purpose allowed
by this Agreement is subject to compliance with the End User's remote access and other security requirements attached as Exhibit
F. Elekta's access may require prior certification by the End User that Elekta complies with the End User's security policies
and standards. End User may modify these security requirements and Elekta must comply with the most recent version of the End
User's security requirements. Elekta must ensure that each of its personnel having access to any part of a End User's computer
system: (i) is assigned a separate log-in ID by the End User and uses only that ID when logging on to the End User's system; (ii)
logs-off the End User's system immediately upon completion of each session of service; (iii) does not allow other individuals
to access the End User's computer system; and (iv) keeps strictly confidential the log-in ID and all other information that enables
access. If End User revises the requirements for access to its computer system, then the End User must notify Elekta of the changed
or additional requirements and Elekta must conic*/ with them as a prerequisite to further access. Any End User may require each
individual who is to be allowed access to that End User's computer system to acknowledge the individual's responsibilities in
connection with the access.


 







ARTICLE IV. CONFIDENTIALITY


 


		4.1	End
                                                               User shall treat and maintain as confidential all technical information
                                                               and know-haw to it pursuant to this Agreement (including LGP Software),
                                                               except for know-how specifically designated as non-confidential
                                                               pursuant to this Agreemant or otherwise so designated by the Elekta.
                                                               End User shall not disclose any aspect of such know-how (including
                                                               the LGP Software) to any other person, includ:ng any corporation
                                                               or governmental or quasi-governmental agency. provided that, End
                                                               User shall have the right to disclose such know-how to its employees,
                                                               agents and independent contractors to the extent necessary for
                                                               use of the LGKCI, but End User shall be responsible to ensure that
                                                               such know-how is not disclosed by such persons.



 


4.2
Elekta agrees that it shall not disclose or verify to any third party any End User Data which it learned or had access to during
the course of its performance of this Agreement without the prior written consent of End User. This obligation shall survive the
cancellation or other termination of this Agreement. The parties agree that any information furnished to one by the other that
is marked "confidential" or 'proprietary" or which consists of or relates to patient information, a party's initiatives,
business plans or intellectual property, and employee and medical staff information, constitutes the sole and exclusive proprietary
information of the providing party ("Confidential Information"). ''Confidential Information" shall also include
any information concerning a disclosing party (whether prepared by a disclosing party or its representatives or otherwise and
irrespective of the form of communication (i.e., whether written or oral)) which is furnished to a receiving party or to its representatives
now or in the future by or on behalf of a disclosing party, including, without limitation, any business, technical (including
but not limited to patented or patent-pending information), marketing, financial, patient, customer, vendor, employee, manufacturing,
marketing, sales, research and development, or other Information which is communicated by or on behalf of a disclosing party to
a receiving party orally, in writing or other physical form. "Confidential Information" shall also be deemed to include
any notes, analyses, compilations. studies, forecasts, interpretations or other documents prepared by a receiving party or its
representatives that contain, in whole or in part, the information furnished to such receiving party or its representatives pursuant
hereto. Elekta and End User each agree to not disclose the other party's Confidential Information for the benefit of itself or
any other person or entity except as expressly provided in this Agreement,


 


4.3
Elekta acknowledges that it will not acquire any rights in any of End User Data. Any grant by End User of rights in its End User
Data, including, without limitation, for statistical analyses, must be approved by End User in writing in advance. Elekta acknowledges
that it may not use any of End User Data, even if it is in 'cleansed" or "deidentified" form, for any purpose other
than to fulfill its contractual obligations to End User and, if applicable, for other purposes that have been agreed to by End
User and approved in a writing separate from and referencing this Agreement.


 



    	 



    	 



    

 





 


4.4
The provisions of this Article IV shall survive the termination of this Agreement and shall apply with equal force to any technical
information or know-how concerning the LGK® acquired by End User other than pursuant to this Agreement.


 


4.5
The obligations of confidentiality and restriction of access pursuant to this Article IV shall not apply to any trade secret or
confidential information that was (a) in the public domain at the time of such access or subsequently came in to the public domain
through no fault of the person subject to the provisions of Article IV; (b) rightfully known to the person given to such access
or developed independently by the person given such access; (c) received by the person given such access as a matter of right
from a source other than a person subject to the provisions of this Article IV; or (d) required to be disclosed by subpoena or
court order, but End User shall give immediate notice of such subpoena or court order to Elekta and shall request the court to
grant confidential treatment to the confidential information disclosed pursuant to such subpoena or court order.


 


ARTICLE V. WARRANTY


 


5.1
Elekta provides the warranty for the LGK® and LGP Software set forth in Exhibit C hereto.


 


ARTICLE VI. EXCUSABLE
DELAYS


 


6.1
If the performance of this Agreement by Elekta or End-User, or any obligation of Elekta or End-User hereunder is prevented, restricted
or interfered with by reason of fire. explosion, acts of God, labor disputes or accidents affecting performance under this Agreement,
or war, mobilization, civil commotions, blockade or embargo, or any law, regulation, ordinance or requirement of any government
or regulatory agency. or any other act whatsoever similar to those above enumerated, or any other circumstance being beyond the
reasonable control of Elekta or End-User, then and in that event Elekta or End-User, as the case may be, shall promptly notify
the other parties hereto of the resulting difficulties there from, and any of the foregoing events shall excuse any performance
required under this Agreement.


 


ARTICLE VII.
LIMITATION OF LIABILITY & INDEMNIFICATION. 


 


7.1
The remedies of End User and Elekta's liabilities for breaches of this Agreement shall include but not be limited to those specifically
provided for in Section 5.1 and in this Article VII. Except for acts of willful misconduct, gross negligence, breaches of confidentiality,
breaches of the Business Associate Addendum, and indemnification obligations, in no event shall Elekta be liable to End User for
loss of revenue or profit, or for any other indirect, incidental or consequential damage, whether arising in contract, tort or
otherwise.


 


7.2
Elekta shall defend and indemnify End User and its affiliates, agents, servants and employees. and hold them harmless from and
against all damages, losses claims, judgments and liabilities by or to third parties (plus litigation costs incurred) resulting
from injury to or death of any person or physical loss or damage to property arising out of defective materials, workmanship,
or manufacture of the LGK® or the defective maintenance of the LGK® (but, with respect to maintenance, only to the extent
performed by or on behalf of Elekta). The foregoing indemnification obligations require that: (i) End User shall notify Elekta
in writing of a claim within a reasonable period of time after becoming aware of such claim or Elekta’s potential capability:
(ii) Elekta has primary control of the defense and all related settlement negotiations: (iii) in the case of real or tangible
property, limiting such indemnification and save harmless obligations to the cost of repair of such property or if repair is not
practicable. to the replacement cost of such property; and (iv) in the case of destroyed data, limiting such indemnification and
save harmless obligations to complete recovery or input of lost data. Failure of the foregoing obligations shall affect the indemnification
obligation only to the extent such failure materially and adversely impacts the ability of Elekta to successfully defend against
the claims. Elekta agrees that any settlement of such claim or cause of action shall release End User and the Indemnitees fully,
absolutely, and finally from any liability related to such cause of action. Elekta shall use commercially reasonable efforts to
minimize, to the extent possible, publicity adverse to End User or an Indemnitee associated with any such settlement. Elekta shall
not agree to a settlement which names End User or an Indemnitee as culpable absent the prior written consent of such Indemnitee.
In the event that Elekta, in the reasonable judgment of End User, lacks the financial resources to adequately and timely defend
such claim or if Elekta has indicated in writing its unwillingness to so defend such claim, End User may defend and Elekta shall
reimburse, all costs related to such defense.


 


7.3
If a third party claim is made or an action brought alleging that the LGP Software infringes a U.S. Patent, or any copyright,
trademark, trade secret or other proprietary right, Elekta snail indemnify, hold harmless and defend End User against such claim
and shall pay ongoing and resulting costs of the infringement claim, if any, including reasonable attorneys' and expert fees.
End User shall promptly notify Elekta in writing of the claim, and Elekta shall have sole control of the defense and all related
settlement negotiations. End User shall reasonably cooperate in such defense so long as there is no expense to End User. If the
LGP Software, in whole or in part, or the use or operation thereof, becomes or in the reasonable option of Elekta is likely to
become, the subject of such a claim. Elekta shall, at its sold expense, either procure the right for Customer to continue using
the LGP Software or, at the option of Elekta at Elekta sole expense, replace or modify the same so that it becomes non-infringing
(provided such replacement or modification maintains the same material functionality and does not adversely affect End User's
use of the LGP Software as contemplated hereunder). If neither of the alternatives is available on terms which are reasonable
in Elekta’s sole judgment, Elekta shall refund to End User, upon receipt of the infringing LGP Software, all fees paid for
such infringing LGP Software, depreciated
on a five (5) year straight line basis.


 



    	 



    	 



    

 





 





 


ARTICLE VIII.
MISCELLANEOUS PROVISIONS.


 


8.1
Assignment. No party hereto shall assign its respective rights or obligations under this Agreement (including the LGP Software
License) in whole or in part to any person without the prior written consent of the other party, except as provided in this Section
8.2 hereinafter. In the event of any assignment or transfer by End User of its rights or duties under this Agreement or the Lease
or of any sale, transfer, lease or sublease of the LGK® or any component thereof to a third party, End User shall obtain the
prior approval of Elekta of the proposed transferee (such approval not to be unreasonably withheld) and cause such transferee,
prior to such transfer, to sign ('.) an agreement that any acquired interest In the LGK® System is subject to the terms and
conditions of this Agreement and evidencing such transferee's agreement to be bound, to the same extent as End User, by the then-surviving
provisions of this Agreement, including but not limited to the technical and scientific information provisions (Section 3.3),
the confidentiality provisions (Article IV), the provisions of Articles V and VII hereof, and the provisions of the LGK® Software
License or (2) a similar agreement otherwise approved by the Elekta, which approval shall not be unreasonably withheld.


 


8.2
Subcontractors. Elekta shall be entitled to appoint subcontractors or any other third parties for the performance or fulfillment
in whole or in part of Elekta's obligations under this Agreement without the consent of End User, and Elekta shall be fully responsible
and liable for the performance, acts, and omissions of entities it appoints to perform Elekta's obligations hereunder. Elekta
shall be entitled to assign any of its rights or obligations hereunder to any of its affiliates without the consent of End User,
but Elekta agrees that it will be fully responsible for any obligations assigned to Elekta's Affiliates hereunder.


 


8.3
Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior or
contemporaneous agreements, negotiations or discussions between the parties with respect to the subject matter hereof. No amendment
of the provisions of this Agreement will be valid unless made in writing and signed by both parties hereto.


 


8.4
Additional Obligations. Elekta acknowledges End User's obligations to comply with certain laws and regulations as well
as the need for Elekta's employees, agents, and contractors to comply with reasonable requests, standard rules, and regulations
of End User regarding persona! and professional conduct as attached in Exhibit G, including the use of an Identification badge
or personal protective equipment. Elekta will ensure that it's employees, agents, and contractors comply to End User's facility
laws or regulations, and general safety practices or procedures, generally applicable to such facilities. Elekta will perform,
as applicable, criminal background checks, credit checks, health screening. vaccinations and testing on its employees, agents.
and contractors and agrees to provide written verification to End User of any such required checks, tests and screenings, and
shall provide End User with reasonable assistance in ensuring Elekta employee, agent, and contractor compliance with (i) laws
and regulations affecting End User's facllity(ies) and (ii) End User's facility rules and regulations. Elekta warrants and represents
that it has enforceable written agreements with all of its employees, agents, and contractors involved during the course of this
Agreement in any provision of services and Equipment under this Agreement, obligating such employees and contractors upon terms
and conditions no less restrictive than contained herein, not to use or disclose any confidential information, proprietary rights,
or information learned or acquired during the course of such employment or engagement, Elekta warrants and represents that any
services performed by Elekta or by a permitted subcontractor or agent of Elekta shall be performed in a professional manner, consistent
with industry standards and in a diligent, workmanlike, and expeditious manner.


 


8.5
Personnel Requirements. Elekta and its employees, agents, and contractors shall cum.* with and abide by End User's rules,
policies and/or procedures for vendor credentialing including those attached as Exhibit H. to the extent allowed by law. Elekta
expressly acknowledges and agrees that as a condition of access to End User, Elekta and its employees, agents, and contractors
shall cooperate and work with any third party vendor credentialing services entity with which End User has a contract and from
which End User requests Elekta and its employees, agents, and contractors to obtain credentialing. No representatives of Elekta
will be given access to End User absent successful completion of End User's vendor credentialing program and continued strict
compliance with End User's rules, standards, policies and procedures. End User's vendor credentialing program requires Elektra
to provide the following information to End User, which shall be kept on file at End User's Radiation Oncology Department: (i)
a criminal background check; (ii) verification of Excluded Provider status; (iii) licensure verification, if any; (Iv) PPD test
(tuberculosis) within ninety (90) days of first visit and annually thereafter; (v) a copy of a valid state photo identification;
and (vi) a complete orientation packet and confidentiality statement. End User acknowledges and agrees that all information provided
to End User by Elekta pursuant to this Section 8.5 (i) through (v) shall be Confidential Information as defined herein and subject
to the restrictions and obligations set forth in Article IV above. Elekta expressly agrees that it shall instruct all of its representatives
of the above requirements, and the fact that each representative, prior to admission to End User, must have a scheduled appointment
in place. End User may, in its sole discretion, require Elekta to replace any personnel provided by Elekta, including any contractor
personnel, should they not comply with End User's security requirements or other rules and regulations applicable to the conduct
of End User's employees or contractors while such Elekta personnel are performing their obligations hereunder at the End User's
°remises. No standing appointments are permissible or will be allowed. Nothing herein shall be construed as granting a representative
access or permission to any locations within End User, other than the main lobby of End User. Any Elekta representatives seeking
access to End User for the purpose of performing Services must have a scheduled appointment with End User's Director of Materials
Management. Any Elekta representative that does not comply with the above, will be removed from End User and may permanently prohibited
from access to End User.


 



    	 



    	 



    

 





 


8.6
Governing Law. This Agreement shall be interpreted and enforced in accordance with the internal laws, and not the law of
conflicts, of the State of Florida.


 


8.7
Independent Contractor. It is mutually understood and agreed that nothing in this Agreement is intended nor shall be construed
to create between Elekta and End User, with respect to their relationship hereunder, an employer/employee relationship, a partnership
or joint venture relationship, or a landlord/tenant relationship.


 


8.8
Excluded Provider. Elekta represents and warrants that neither it nor any of its employees or other contracted staff (collectively
referred to in this paragraph as "employees") has been or is about to be excluded from participation in any Federal
Health Care Program (as defined herein). Elekta agrees to notify End User within five (5) business days of Elekta's receipt of
notice of intent to exclude or actual notice of exclusion from any such program. The listing of Elekta or any of its employees
on the Office of Inspector General's exclusion list (01G website) the General Services Administration's Lists of Parties Excluded
from Federal Procurement and Nonprocurement Programs (GSA website) for excluded individuals or entities, any state Medicaid exclusion
list or the Office of Foreign Assets Control's (OFAC's) blocked list shall constitute "exclusion" for purposes of this
paragraph. In the event that Elekta or any of its employees is excluded from any Federal Health Care Program or placed on the
OFAC's blocked list, it shall be a material breach and this Agreement shall immediately terminate without penalty to End User,
unless End User elects in writing to continue this Agreement. For the purpose of this paragraph, the term "Federal Health
Care Program" means the Medicare program, the Medicaid program, TRICARE, any health care program of the Department of Veterans
Affairs, the Maternal and Child Health Services Block Grant program any state social services block grant program, any state children's
health insurance program, or any similar program.


 


8.9
Corporate Responsibility Program. End User has in place a Corporate Responsibility Program ("Program") which
has as its goal to ensure that End User complies with federal, state and local laws and regulations, a copy of which is available
for review at jaxhealth.com in the Patients and Visitors section. The Program
focuses on risk management, the promotion of good corporate citizenship, including the commitment to uphold a high standard of
ethical and legal business practices, and the prevention of misconduct. Elekta acknowledges End User's commitment to Corporate
Responsibility.


 


		8.10	Religious
                                                                 and Ethical Directives. The parties acknowledge that the
                                                                 operations of End User and its affiliates are in accordance with
                                                                 the Ethical and Religious Directives for Catholic Health Care
                                                                 Services, as promulgates by the United States Conference of Catholic
                                                                 Bishops Washington, D.C. of the Roman Catholic Church or its
                                                                 successor ("Directives") and the principles and beliefs
                                                                 of the Roman Catholic Church is a matter of conscience to End
                                                                 User and its affiliates. The Directives are located at http://www.usccb.org/bishops/directives.shtn-d.
                                                                 It is the intent of the parties that neither this Agreement nor
                                                                 any part hereof shall be construed to require End User or its
                                                                 affiliates to violate said Directives in their operation.



 


		8.11	Compliance
                                                                                   with Laws. Elekta acknowledges that the
                                                                                   equipment and LGP Software complies with the
                                                                                   requirements of all applicable federal, state
                                                                                   and local laws, ordinances, regulations and
                                                                                   codes relating to the privacy or security of
                                                                                   information including, but not limited to,
                                                                                   the Health Insurance Portability and Accountability
                                                                                   Act of 1996 "HIPAA" and corresponding
                                                                                   regulations. To the extent Elekta receives
                                                                                   Individually Identifiable Health Information
                                                                                   ("11HI") as such term is used in
                                                                                   45 C.F.R. § 160.103, Elekta shall execute
                                                                                   the Business Associate Addendum ("BAA")
                                                                                   attached hereto as Exhibit E, and further agrees
                                                                                   to execute any amendments thereto reasonably
                                                                                   requested by End User to meet End User's regulatory
                                                                                   obligations. In the event of a conflict between
                                                                                   the BAA, as may be amended, and this Agreement,
                                                                                   the BAA shall be given priority.



 


		8.12	Insurance.
                                                                                   Throughout the term of this Agreement Elekta
                                                                                   shall maintain in force, at a minimum, the
                                                                                   insurance coverages described below. Elekta
                                                                                   shall obtain or otherwise arrange  for
                                                                                   appropriate levels of insurance coverage for
                                                                                   all subcontractors providing
                                                                                   services that shall also comply with
                                                                                   required insurance requirements as set forth
                                                                                   below.



 


		(a)	commercial
                                                               general liability insurance, including products/completed operations,
                                                               personal and advertising injury coverage, in a form equivalent
                                                               to CG0001 1207 or CG0002 1207, with a minimum combined single limit
                                                               of $1 million per occurrence and minimum general aggregate and
                                                               products/completed operations aggregate limits of $3 million;



 


		(b)	comprehensive
                                                               automobile liability insurance covering use of all owned, non-owned
                                                               and hired automobiles with a minimum combined single limit of $1
                                                               million per accident for bodily injury and property damage liability;



 


		(c)	worker's
                                                               compensation insurance and employer's liability insurance or any
                                                               alternative plan or coverage as permitted or required by applicable
                                                               law, with a minimum employer's liability limit of $1 million each
                                                               accident, each employee for disease, and policy limit for disease;



 



    	 



    	 



    

 





 


		(d)	umbrella/excess
                                                               liability insurance, with underlying coverage in subsections (a)
                                                               through (c) above, with a minimum limit of $5 million per occurrence
                                                               and minimum aggregate amount of $15 million, said amounts being
                                                               in excess of the named primary coverages;



 


		(e)	Elekta
                                                               agrees to provide a certificate of insurance to End User upon written
                                                               notice of such a request.



 


IN WITNESS WHEREOF,
the parties hereto have signed this Agreement in duplicate as of the date first written above.


 


ELEKTA INC.


 


	By:	/s/ Michelle Crawley	 	Title:	VP Contract Administration
	 	 	 	 	 
	 	 	 	Date: 	08/04/11


 


SAINT VINCENT’S
MEDICAL CENTER, INC.


 


	By	: /s/ Moody Chisholm	 	Title:	President & CEO
	 	 	 	 	 
	 	 	 	Date:	8/11/11


 



    	 



    	 



    

 








 


EXHIBIT A



SCOPE OF
SUPPLY


 


Leksell Gamma
Knife® PERFEXIONTM





 



 


PRODUCT SPECIFICATION


Standard turn-key
system


  


	Qty Description	 	 	 	Article no.
	1	 	Leksell Gamma Knife® PERFEXIONTM	 	715000

	2	 	Leksell® Coordinate FrameTM Kit for PERFEXIONTM	 	1002407
	1	 	Leksell GammaPlan®	 	in BOM
	1	 	PERFEXIONTM
    system tool kit	 	 
	1	 	LSS Spare Part Kit for Leksell® Coordinate FrameTM	 	1002406
	I	 	Skull scaling instrument	 	A0202-01
	1	 	CT planning kit	 	 
	1	 	MRI planning kit	 	 
	I	 	X-ray planning kit	 	 
	1	 	Set of Co60 sources	 	2000000
	 	 	Cobalt loading	 	 
	 	 	Site planning	 	 
	 	 	Installation and commissioning	 	 
	 	 	 	 	 
	1	 	Support and Education & Training for PERFEXIONTM	 	SER PERFEXION
	 	 	 	 	0001


 



    	 



    	 



    

 





 


Leksell Gamma Knife®
PERFEXIONTM


 


Radiation unit


-With radiation shielding
doors and collimator system.


 


Patient Positioning SystemTM


-Patient couch and automatic
Patient Positioning System.


 


Covers for radiation unit
and Patient Positioning System


 


Electric cabinet


-Electric cabinet with
cabling


-ECU - central unit and
safety system electronic board, circuit breakers and cabling.


-SDU - sector drive electronic
board, circuit breakers and cabling


-PPC 1- software


-PPC 2- software


-Medical UPS


 


Operator area


-Office cabinet


-Keyboard and mouse


-Operator console with
patient and operator audio/video, power supply, opto insulators, cabling and connectors


Flat screen monitors


Office UPS


 


MCU kit


MCU PC with USB CAN

 MCU
software


 


Treatment couch


Height adjustable mattress


Manual controls for treatment
setup


 


Frame adapter


Model "Standard G".
For interfacing between Leksell Coordinate Frame model G and Leksell Gamma Knife PERFEXIONTM.


 


Clearance check tool


Document set


Installation and supplementary
documents


2 instructions for use


2 emergency routines


Signs and labels


 



    	 



    	 



    

 





 


Leksell® Coordinate Frame®
Kit for PERFEXIONTM 


 


Includes:


 


	Qty	Consists Of:	Article No.
	 	 	 
	1	Frame with Feet and Straight Front Piece	50487-01
	1	Front Piece, Curved	60638-01
	2	Insulated Fixation Post, Anterior	912462
	2	Insulated Fixation Post, Short Posterior	912463
	2	Insulated Fixation Post, Long Posterior	912862
	6	Locking Screw, 5 x 19 mm, Titanium	60490-03
	6	Locking Piece for Fixation Post	60497-01
	1	Ear Plug Holder, Right	50498-01
	I	Ear Plug Holder, Left	50498-02
	2	Ear Plug	60136-01
	1	Fixation Screws, Titanium, kit of 20 pairs	907999
	2	Instrument Screw Driver, Double	50146-02
	1	Sterilizing Tray for Frame	50151-03
	4	Disposable Inserts, 25x4 pieces	912464
	1	Instruction for Use, Leksell® Coordinate Frame kit 003818	 
	1	Instructions for Use, Insulated Fixation Posts	012594
	1	Quick Reference Guide	014611


 


PERFEXIONTM
system tool kit


Includes:


	QA tool	1001182
	-For radiation focus precision check.	 
	Frame Cap	717960


 -The frame cap is
used during patient preparation for a treatment with Leksell 

Gamma Knife® PERFEXIONTM.


 


LSS Spare Part Kit
for Leksell® Coordinate FrameTM 


Consists of 4 pieces of
each of the following;


-Locking Screw, 5 x 19
mm, Titanium


-Locking Piece for Fixation
Post


-Screw, 4 x 10 mm, Titanium


 


Skull scaling instrument


For measurement of skull
shape for Leksell GammaPlan® modeling


 


CT planning
kit


Includes:


	CT indicator	A0800-11
	-Fiducial box for CT imaging procedure	 
	CT adapter	A0400-04
	-Fixating the stereotactic frame to the CT table fixation	 
	CT table fixation	A0401-XX





-Fixating the CT adapter
to specified CT table.


 



    	 



    	 



    

 





 


 


MRI planning kit


Includes:


	 MR adapter	A0420-XX
	-Fixating the stereotactic frame to specified MR table.	 
	MR indicator	A0820-07


-Fiducial box for MR
imaging procedure


 


X-ray planning kit


Includes:


	X-ray indicator	A0860-04
	-Fiducial box for angiography imaging procedure	 
	X-ray adapter and support	A0440-XX


-Fixating the stereotactic
frame to specified angiography table.


 


Standard LGP for LGK
PERFEXION


Includes
one (1) Leksell GammaPlan® (LOP) license for creating new treatment plans for Leksell Gamma Knife® PERFEXIONTM.
This main license allows the addition, management and storage of an unlimited number patient records and treatment plans. LGP
also allows the visualization of treatment plans created at other LGK units.


 


Leksell GammaPlan®
for Leksell Gamma Knife® PERFEXIONTM includes:


 


1 STANDARD LGP FOR
PERFEXION LICENSE


 


Includes
one (1) Leksell GammaPlan® (LGP) license for creating new treatment plans for Leksell Gamma Knife® PERFEXIONTM
..This main license allows the addition, management and storage of an unlimited number patient records and treatment plans. LGP
also allows the visualization of treatment plans created at other LGK units.


 


1 RETREATMENTTM
LICENSE


 


This
software add-on facilitates planning of treatments days before surgery, the assessment of treatments and re-treatments. Users
are free to plan days ahead of treatment, to prepare tomorrow's follow-ups and plan additional treatment. Re-TreatmentTM
also lets any user to integrate images and vital treatment information from previous plans. It is a powerful tool to import
and display previous key treatment data in the new treatment images. Imported data are user defined regions (targets, risk structures)
and prescription isodose. It increases the customer confidence when treating new lesions after an initial treatment.


 


1 WARPSPEEDTM,
REAL-TIME DOSE UPDATE LICENSE


 


This
add-on speeds up planning by allowing the update of isodoses instantly during planning. Isodoses displayed in any workspace are
instantly updated whenever one or several isocenters are added, modified, or removed. It is possible to fully apprehend the potential
of composite shots, while also simplifying the elaboration of new dose plans. WarpSpeedTM provides a shorter learning
curve, more intuitive and faster planning.


 


1 FUNCTIONAL PLANNINGTM
LICENSE


This
software add-on allows users to perform some functional procedures based on the definition on the
AC-PC line the visualization of functional targets based on functional target formulas.


 



    	 



    	 



    

 





  





1 IMAGEMERGETM
LICENSE


 


This
software add-on allows an automatic or manual co-registration of any frameless image studies with a frame based reference study.
Once co-registered, the frameless image can be used in LGP like any other study. Supports MR, CT and PET images (requires the
optional module ColorPETTM).


 


1 COLOR PETTM
LICENSE


 


The
ColorPETTM software add-on help users to can combine the physiological data of PET images with the anatomical data
of CT and MR images using predefined color lookup tables. Requires the ImageMerge software add-on.


 


Color Printer 110V


Network color laser printer
with


-   Ethernet
connector, minimum speed 10/100


-   Support
for Postscript Level 3 printing


-   Power
supply 110 V


-   English
menus and labels


-   Support
for printing A4, US letter, US executive and US legal 

Delivered model: HP Color Laser Jet or similar


 


1 LGP — DICOM
RT License


DICOM RT provides an exclusive
possibility to share treatment information with any DICOM RT compatible system. It includes:


IMPORT
of DICOM RT STRUCT allows displaying any user-defined region/volume created on a DICOM RT system. Volumes can be target volumes,
organ at risks, isodoses or any other region of interest defined by the user.


EXPORT of treatment data
via DICOM RT STRUCT and DICOM RT DOSE allows sharing information with any compatible systems to perform dose comparison or dose
addition.


 


Additional Training for Leksell
Gamma Knife® PERFEXIONTM


 


		10	Clinical Training



			Principle and practice of Gamma Knife Surgery,
                                                        clinical lectures, treatment planning, patient treatment —5 days.
                                                        Arranged by Elekta in collaboration with participating End User.



 



    	 



    	 



    

 





Technical Specifications


 


	Workflow
	Automatic positioning system.	 Couch integrated
	Typical repositioning time	 < 3 s
	Typical collimator size setup time	 <- 3 s
	Blocked collimation setup time	< 3 s
	Mixed collimation setup time (Composite shot)	 < 3 s
	Check and verify	100%
	QA procedure	Automatic
	Accuracy
	Radiological accuracy	 < 0.5 mm
	 	 
	Positioning repeatability	 < 0.05 mm
	Maximum patient weight	210 kg (460 pounds)
	Treatment planning
	Treatment planning system	PC/Linux based
	Dynamic shaping	Yes
	Remote planning	Yes
	Image co-registration	Yes
	PET supported	Yes
	Mechanical treatment range X/Y/Z	160/180/220 mm
	Shape of accessible volume	Cylindrical
	Real collimator sizes	4,8,16 mm diameter
	Radiation data
	Total cobalt-60 activity at loading (approx.)	< 6,600 Curie (2.44 x 1014 Bq)
	Number of radiation sources	192
	Radiation dose rate at focal point at loading	> 3 Gy/min
	Physical data
	Overall length, including cover	 4.46 m
	Overall width, including cover	 2.12 m
	Overall height, including cover	 1.91 m
	Total weight (approximate)	  20,000 kg


 






    	 



    	 



    
 








 


Radiation unit


The radiation unit is the radiation
delivery system. It houses 192 Cobalt-60 sources and the collimator system that directs the radiation to the focus point. The
radiation unit incorporates the management of the shielding doors and electro-mechanics of the source sectors.


 


The following section describes
selected components within the radiation unit.


All components are chosen from well-recognized
suppliers to secure reliability and to optimize performance of the system.


 


	Collimator body with radiation shielding
	Collimator body	Tungsten body with 576 collimator channels.
	Collimators	Tungsten collimator inserts.
	Pre-collimator	576 lead pre-collimator channels.
	Outer shielding	Cast iron.
	Inner shielding	Tungsten and lead.
	Bearing for collimator body	Crossed roller bearing. Static axial load 680000 N
	Shielding doors	Steel.
	Shielding strips	Stainless Steel.
	Servo Controller	High precision, fully digital servo drive with embedded intelligence.
	Motor	DC motor with 2000 line encoder
	Linear guide
	Linear guide blocks	Caged ball technology.
	Gear	Planetary gear
	Clutch	Ratchetting clutch
	8 source carrying sector units
	Sector	Aluminum. 24 source housing
	Shafts	Induction hardened stainless steel.
	Bearings	Graphite bushings
	Motor	24V DC motor
	Encoder	500 impulses/turn
	Linear guide unit	Repeatability ±0.003mm.
	Linear encoder	Absolute Linear encoder.
	Solenoid	Photo-micro sensor
	Servo controllers	Intelligent servo card


 


 



    	 



    	 



    

 





 


Patient Positioning System


The Patient Positioning System is
the component of the PERFEXIONTM system that the patient reclines on for treatment and is positioned relative the point
of focus in the radiation unit.


 


The following section describes
selected components within the Patient Positioning System.


All components are chosen from well-recognized
suppliers to secure reliability and to optimize the performance of Leksell Gamma Knife PERFEXION.


 


	Couch framework with X/Y/Z drive
	Framework	20 mm zinc chromated steel
	Motors	DC motors with 2000 line encoders.
	Gear	X/Y-axis Planetary gear 30:1 Z-axis Planetary gear 4:1
	Ball screws Bearing houses Support bearings	X/Z -axis.
	Screw jack	Y-axis: Integrated safety nut.
	Linear guides	 
	Linear guide blocks	Caged ball technology.
	Solenoid	Y-axis: Photo-micro sensor.
	Linear encoders	Absolute Linear encoders. Accuracy grade +/- 0.005mm.
	Servo Controllers	High precision. fully digital: servo drive. with embedded intelligence.
	Frame fixation	Hardened stainless steel
	Comfort system	 
	Mattress support	Sandwich structure with aluminum honeycomb core and steel sheets
	Actuator	 DC actuator
	Ball bearing	Stainless steel.
	Covers	 
	Radiation unit and couch covers	3 layers glass reinforced polyester. Meets ASTM E84 with flame spread index less than 75. Flammability
    rating V-0 according to UL 94.


 


 



    	 



    	 



    

 





 


Control System 


Office Cabinet



 


Includes:


 


MCU - Main Computer Unit


 


Office UPS – Uninterrupted
Power Supply


 


Ethernet Switch


 


Operators Console





Includes:


CIU - Connection and Isolation
Unit


The CIU is powered by the office
UPS and the internal power supply converting 100-250VAC to 24VDC.


PSS - Patient Surveillance system


The PSS is included in the operator
console as a separate unit and handles the video/audio signals of the PERFEXIONTM system. It is possible to connect
a video recorder on the 'auxiliary' outputs.


External audio system. e.g., patients
MP3 player, can be connected and played over the sound system integrated in the radiation unit covers.


 


MCU Monitor


19" Flat screen, UL-approved.


The MCU Monitor shows the Graphical
User Interface of the MCU.


 


PSS Monitor


19" Flat screen, UL-approved.


The PSS monitor shows the video
from the patient camera and provides the sound from the patient microphone.


 


Treatment room Monitor


19" Flat screen. UL-approved.


The treatment room monitor displays
the same information as the MCU monitor on the operators console.


 


Treatment room Camera


The treatment room camera provides
video to the PSS Monitor in the Operators Area. Medical Cabinet


 


Includes: SDU -Sector Drive Unit


 


The SDU contains 8 servo controllers
(one for each sector).


 


ECU - Electronic Control Unit


The Control Unit consists of two
complete Power PCs (PPC) with peripherals (RAM. ROM, inputs, outputs, CAN interfaces).


 


Medical UPS - Uninterrupted Power
Supply


The medical UPS delivers 24VDC and
48VDC needed for the PERFEXIONTM system. It is approved for medical use.


 


Radiation Phantom


The Radiation Phantom with Cassettes
is used for calibrating the absorbed dose rate of Leksell Gamma Knife®.


 



    	 



    	 



    

 





 


Support and Education
& Training for PERFEXIONTM 


Education & Training
Services


 


On-site Clinical Start-Up


One week on-site application
training with Gamma Knife experienced neurosurgeon and/or radiation physicist certified by Elekta.


4 spaces in total selecting
between the following two courses:


I) Leksell Gamma Knife®
PERFEXIONTM Clinical Introductory Course


Principle and practice
of Gamma Knife Surgery, clinical lectures, treatment planning, patient treatment 4-5 days. Arranged by Elekta in collaboration
with participating hospital.. Elekta pays for the tuition at an approved Elekta training site.


2) Leksell GammaKnife®
PERFEXIONTM Technical / Application training


For use, care and maintenance
of the equipment.


Stereotactic imaging,
physics, dosimetry, treatment planning, technical training on unloaded machine, QA procedures - 4 day arranged in Elekta Sweden.
Elekta pays for the tuition at an approved Elekta training site.


 


Support Services


The following support
services are delivered in addition to parts warranty during the term of the Purchased Services Agreement.


 


Maintenance System
Management


Customization of the maintenance
schedule for maximum equipment availability, performance and safety with minimum disruption to clinical patient flow.


 


Planned Maintenance


Scheduled
preventive maintenance inspections in accordance with Elekta recommended maintenance intervals and procedures performed by Elekta
certified engineers. The service includes installation of software maintenance releases and software upgrades. Also included is
a service report detailing outstanding service needs and/or recommended parts replacement to sustain equipment performance at
original design specifications. Parts, software and further service activities are not included. The customer is responsible for
equipment availability for inspections at a mutually agreed time during regular Elekta office hours.


 


Remote Technical Support


Unlimited remote technical
support, via phone, e-mail, fax or suitable equivalent, during regular Elekta office hours.


 


On-site Technical Support


Preplanned
corrective maintenance by Elekta certified engineers to resolve technical issues on-site during regular Elekta office hours. This
service includes a service report detailing the maintenance actions completed and recommending further service actions to eliminate
the root cause of the problem(s). It is at the discretion of Elekta to determine whether an on-site visit is required to solve
the technical issue. Parts and further service activities not included.


 


Remote Application
Support


Unlimited remote application
support, via phone, e-mail, fax or a suitable equivalent, during regular Elekta office hours.


 


Leksell GammaPlan®,
remote application support


Unlimited remote application
support. via phone, e-mail, fax or a suitable equivalent, during regular Elekta office hours.


 



    	 



    	 



    

 





 


EXHIBIT
B 


DESCRIPTION
OF SITE


 


Saint
Vincent's Medical Center


1
Shircliff Way


Jacksonville,
Florida 32204


 



    	 



    	 



    

 





 


EXHIBIT C


ELEKTA'S WARRANTY


		1.	Subject to
                                                          the exceptions set forth below, Elekta warrants to End User that for
                                                          one (1) year from the date of completed Installation Test Protocol,
                                                          the LGK® will perform consistently with the Specification and the
                                                          LGK® will be free from defects in design, materials, and workmanship
                                                          which result in non-compliance with the Specification, except as otherwise
                                                          provided herein below. Notwithstanding the foregoing, Elekta's warranty
                                                          set forth in this Section 1 does not cover:



 


		(i)	defects
                                                                                                                                               arising
                                                                                                                                               out
                                                                                                                                               of
                                                                                                                                               materials
                                                                                                                                               or
                                                                                                                                               parts
                                                                                                                                               provided,
                                                                                                                                               modified
                                                                                                                                               or
                                                                                                                                               designed
                                                                                                                                               by
                                                                                                                                               End
                                                                                                                                               User;



		(ii)	defects
                                                                                                                                                emanating
                                                                                                                                                from
                                                                                                                                                End
                                                                                                                                                User's
                                                                                                                                                improper
                                                                                                                                                use
                                                                                                                                                or
                                                                                                                                                maintenance;



		(iii)	normal
                                                                                                                                                 deterioration
                                                                                                                                                 or
                                                                                                                                                 normal
                                                                                                                                                 wear
                                                                                                                                                 and
                                                                                                                                                 tear,
                                                                                                                                                 including
                                                                                                                                                 radioactive
                                                                                                                                                 decay
                                                                                                                                                 of
                                                                                                                                                 the
                                                                                                                                                 Cobalt
                                                                                                                                                 Supply;



		(iv)	defects
                                                                                                                                                resulting
                                                                                                                                                from
                                                                                                                                                repairs
                                                                                                                                                or
                                                                                                                                                service
                                                                                                                                                of
                                                                                                                                                the
                                                                                                                                                LGK®
                                                                                                                                                supplied
                                                                                                                                                other
                                                                                                                                                than
                                                                                                                                                by
                                                                                                                                                Elekta
                                                                                                                                                or
                                                                                                                                                its
                                                                                                                                                authorized
                                                                                                                                                representative;



		(v)	defects
                                                                                                                                               in
                                                                                                                                               the
                                                                                                                                               Hardware
                                                                                                                                               (and
                                                                                                                                               its
                                                                                                                                               operating
                                                                                                                                               software)
                                                                                                                                               (the
                                                                                                                                               warranty
                                                                                                                                               for
                                                                                                                                               which
                                                                                                                                               is
                                                                                                                                               regulated
                                                                                                                                               in
                                                                                                                                               Section
                                                                                                                                               7
                                                                                                                                               below)
                                                                                                                                               or
                                                                                                                                               the
                                                                                                                                               LGP
                                                                                                                                               Software
                                                                                                                                               (the
                                                                                                                                               warranty
                                                                                                                                               for
                                                                                                                                               which
                                                                                                                                               is
                                                                                                                                               regulated
                                                                                                                                               in
                                                                                                                                               Section
                                                                                                                                               2
                                                                                                                                               below).



		(vi)	the
                                                                                                                                                training
                                                                                                                                                referred
                                                                                                                                                to
                                                                                                                                                in
                                                                                                                                                Subsection
                                                                                                                                                3.2
                                                                                                                                                of
                                                                                                                                                the
                                                                                                                                                Terms
                                                                                                                                                and
                                                                                                                                                Conditions;
                                                                                                                                                or



		(vii)	defects
                                                                                                                                                 in
                                                                                                                                                 positioning
                                                                                                                                                 or
                                                                                                                                                 in
                                                                                                                                                 the
                                                                                                                                                 Site.



 


		2.	Elekta
                                                                                              warrants that the LGP Software will,
                                                                                              for a period of one (1) year from
                                                                                              the date of the completed Installation
                                                                                              Test Protocol, perform substantially
                                                                                              in accordance with the Specification,
                                                                                              and the documentation delivered
                                                                                              with such LGP Software and the Specifications.
                                                                                              The warranty set forth in this Section
                                                                                              2 shall not apply if the LGP Software
                                                                                              is subject to unauthorized repair
                                                                                              or modification, improper application,
                                                                                              improper installation by a party
                                                                                              other than Elekta or Elekta's authorized
                                                                                              agents, accidental damage, negligence
                                                                                              in use, improper storage, acts of
                                                                                              God, electrical power damage, equipment
                                                                                              malfunction. or abnormal operating
                                                                                              conditions, and in the event of
                                                                                              any of the foregoing, End-User shall
                                                                                              be responsible to pay Elekta's then
                                                                                              standard charges for any repairs,
                                                                                              replacements or services performed
                                                                                              by Elekta.



 


		3.	In
                                                                                              the event that the LGK® or any
                                                                                              part or component thereof shall
                                                                                              fail to conform with the relevant
                                                                                              warranty described herein, Elekta
                                                                                              shall (or cause one of its
                                                                                              affiliates to) promptly repair or
                                                                                              replace, at its option and at its
                                                                                              expense, the defect in the LGK®
                                                                                              or component thereof. Repair or
                                                                                              replacement parts furnished or work
                                                                                              performed under this warranty shall
                                                                                              be warranted for a period of one
                                                                                              (1) year from and after the date
                                                                                              of such repair of replacement, but
                                                                                              in no event shall any such warranty
                                                                                              with respect to repair or replacement
                                                                                              work or parts extend past that date
                                                                                              which is two (2) years from and
                                                                                              after the date of completion of
                                                                                              the Installation Test Protocol.
                                                                                              The defective LGK® or part thereof
                                                                                              which is replaced in accordance
                                                                                              with this warranty shall be the
                                                                                              property of Elekta, and Elekta will
                                                                                              notify Buyer and End User in writing
                                                                                              immediately after repair or replacement
                                                                                              as to what disposition Elekta desires
                                                                                              of such LGK® or part thereof,
                                                                                              all at Elekta's cost.



 


		4.	In
                                                                                              order to avail itself of its rights
                                                                                              under this warranty, End User shall
                                                                                              immediately notify Elekta in writing
                                                                                              of any defects that appear under
                                                                                              the warranty and shall give Elekta
                                                                                              every reasonable opportunity of
                                                                                              inspecting and remedying such defects.



 


		5.	Year
                                                                                              2000 Compliance Warranty Elekta
                                                                                              further warrants that the equipment,
                                                                                              LGP Software and use of data will
                                                                                              be year 2000 compliant and accommodate
                                                                                              a full year calculation in its software.
                                                                                              Licensor will guarantee that the
                                                                                              equipment and software will accept
                                                                                              all data and perform to comply with
                                                                                              the year 2000 warranties, assuring
                                                                                              that the full four (4) positions
                                                                                              (e.g. 1997) year is utilized.



 



    	 



    	 



    

 





 


		6.	THE
                                                                                              WARRANTIES SET FORTH HEREIN ARE
                                                                                              EXCLUSIVE AND GIVEN AND ACCEPTED
                                                                                              IN LIEU OF ALL OTHER WARRANTIES
                                                                                              OF ELEKTA OR ITS REPRESENTATIVES
                                                                                              WITH RESPECT TO QUALITY, PERFORMANCE
                                                                                              AND OPERATION OF THE LGK®, WRITTEN
                                                                                              OR ORAL, EXPRESSED OR IMPLIED. ALL
                                                                                              OTHER WARRANTIES OF ELEKTA OR ITS
                                                                                              REPRESENTATIVES, INCLUDING, WITHOUT
                                                                                              LIMITATION, ANY WARRANTY OF MERCHANTABILITY
                                                                                              OR FITNESS FOR A PARTICULAR PURPOSE
                                                                                              ARE HEREBY EXPRESSLY DISCLAIMED.
                                                                                              EXCEPT FOR ACTS OF WILLFUL MISCONDUCT,
                                                                                              GROSS NEGLIGENCE, BREACHES OF CONFIDENTIALITY,
                                                                                              BREACHES OF THE BUSINESS ASSOCIATE
                                                                                              ADDENDUM AND INDEMNIFICATION OBLIGATIONS,
                                                                                              IN NO EVENT SHALL ELEKTA BE LIABLE
                                                                                              FOR LOSS OF REVENUE OR PROFIT, OR
                                                                                              FOR ANY OTHER, INDIRECT, INCIDENTAL
                                                                                              OR CONSEQUENTIAL DAMAGE ARISING
                                                                                              IN ANY RESPECT FROM THE LGK®
                                                                                              OR ITS USE, OPERATION OR PERFORMANCE.
                                                                                              THE PROVISIONS OF THIS PARAGRAPH
                                                                                              SHALL SURVIVE THE TERMINATION OF
                                                                                              THIS AGREEMENT.



 


		7.	Elekta
                                                                                              shall assign to End User all of
                                                                                              Elekta's rights under the warranty
                                                                                              or warranties provided by the manufacturer
                                                                                              (the "Computer Manufacturer")
                                                                                              for the Hardware and operating software
                                                                                              included in the LGK®. In the
                                                                                              event the Hardware or operating
                                                                                              software exhibit defects which are
                                                                                              covered by the warranty of the Computer
                                                                                              Manufacturer, End User may notify
                                                                                              Elekta of the nature of such defects.
                                                                                              In such case, Elekta shall promptly
                                                                                              inform the Computer Manufacturer
                                                                                              thereof and use its best efforts
                                                                                              to arrange prompt repair service
                                                                                              by the Computer Manufacturer pursuant
                                                                                              to the terms of the Computer Manufacturer's
                                                                                              warranty or warranties Elekta shall
                                                                                              furnish End-User with such reasonable
                                                                                              cooperation as End User may request
                                                                                              with respect to the purchase by
                                                                                              Buyer of any extended warranty or
                                                                                              maintenance contract offered by
                                                                                              the Computer Manufacturer.



 


		8.	Elekta represents and warrants that at
                                                          the time of delivery, the LGP Software does not and shall not contain
                                                          any lock clock, timer trojan horse easter egg, time bomb, counter copy
                                                          protection feature replication devices or defect ("virus"
                                                          or "worm" as such terms are commonly used in the computer
                                                          industry) CPU serial number references, or other device which: (i) might
                                                          lock, disable or erase the LGP Software; (ii) prevent End User from
                                                          fully utilizing the LGP Software; (iii) require action or intervention
                                                          by Elekta or other persons or entities to allow End User to utilize
                                                          the LGP Software; or (iv) might damage End User's network, data, computer
                                                          equipment or other property as a result of accessing the LGP Software.



 



    	 



    	 



    

 





 


EXHIBIT
D


LEKSELL
GAMMAPLAN® PFXTM SOFTWARE LICENSE


1. LGP Software


 


		1.1	Elekta
                                                               hereby licenses to Buyer the LGP Software at no additional cost,
                                                               to be utilized only for the purpose of planning dosages of treatments
                                                               to be performed with the LGK®. In case Buyer already has an
                                                               existing Leksell Gamma Knife® Buyer may also retain one license
                                                               to the old Leksell Gamma Plan® software for archival purposes.
                                                               Such license is also subject to the license terms and conditions
                                                               set out in this Exhibit D. Such license is for the use by Buyer
                                                               of the software at one (1) workstation.



 


		1.2	Buyer
                                                               shall not: (a) use LGP Software except in connection with the radiosurgical
                                                               operations performed with the LGK® at the Site; (b) except
                                                               as otherwise agreed upon in writing, make any modification to,
                                                               adapt, translate, decompile, disassemble or create derivative works
                                                               based on LGP Software or merge LGP Software into any other software;
                                                               (c) reproduce LGP Software (or any portion thereof) or any materials
                                                               related thereto except for one (1) back-up copy made as part of
                                                               Buyer's regular computer software maintenance routines; (d) transfer,
                                                               assign or sublicense LGP Software to any person except to an assignee
                                                               of all of Buyer's rights in this Agreement in a manner permitted
                                                               by Section 8.1 of the Terms and Conditions of this Agreement: or
                                                               (e) use LGP Software in connection with any access terminal other
                                                               than the Hardware which has been specifically approved by Elekta
                                                               in writing.



 


		1.3	All
                                                               right, title, interest and ownership of, in and to LGP Software,
                                                               including but not limited to all trademarks, service marks, registrations,
                                                               copyrights, and all other proprietary rights not expressly granted
                                                               in this License, shall at all times remain the exclusive property
                                                               of Elekta. Elekta shall retain all rights to LGP Software recorded
                                                               on the original disk(s) and all subsequent copies of LGP Software,
                                                               in whatever form recorded.



 


		1.4	The
                                                               term of Buyers license to LGP Software shall continue until the
                                                               earlier of: (a) any sublicense, assignment or transfer or attempted
                                                               sublicense, assignment or transfer by Buyer of LGP Software without
                                                               the consent of Elekta; (b) the transport, movement or attempted
                                                               transport or movement by the Buyer of LGP Software, or the Hardware
                                                               on which LGP Software is installed, from the Site without prior
                                                               written consent of Elekta; (c) any modification or adaptation of
                                                               LGP Software for use with any equipment other than the LGK®,
                                                               (d) the use of LGP Software in connection with more than one access
                                                               terminal unless Buyer has obtained the written consent of Elekta
                                                               to the use of more than one access terminal at the same time or
                                                               in connection with any access terminal other than the Hardware
                                                               which has not been specifically approved by Elekta in writing;
                                                               or (E) the mutual written consent of Buyer and Elekta.



 


2
.. Buyer's Responsibilities Concerning Hardware and LGP Software:


 


		2.1	To
                                                                                 facilitate E-Mail/Internet support, Buyer shall
                                                                                 provide for E-Mail/Internet connectivity.



 


		2.2	If
                                                                                 Buyer elects to transfer images by a data network,
                                                                                 then:



 


		(a)	Buyer
                                                                                                                                             shall
                                                                                                                                             provide
                                                                                                                                             the
                                                                                                                                             format
                                                                                                                                             to
                                                                                                                                             and
                                                                                                                                             right
                                                                                                                                             to
                                                                                                                                             read
                                                                                                                                             the
                                                                                                                                             diagnostic
                                                                                                                                             images
                                                                                                                                             generated
                                                                                                                                             by
                                                                                                                                             the
                                                                                                                                             user's
                                                                                                                                             diagnostic
                                                                                                                                             equipment
                                                                                                                                             and
                                                                                                                                             planned
                                                                                                                                             to
                                                                                                                                             be
                                                                                                                                             used
                                                                                                                                             as
                                                                                                                                             input
                                                                                                                                             for
                                                                                                                                             LGP
                                                                                                                                             Software.
                                                                                                                                             The
                                                                                                                                             Buyer
                                                                                                                                             shall
                                                                                                                                             provide
                                                                                                                                             a
                                                                                                                                             sample
                                                                                                                                             image
                                                                                                                                             in
                                                                                                                                             digital
                                                                                                                                             and
                                                                                                                                             hard
                                                                                                                                             copy
                                                                                                                                             form
                                                                                                                                             in
                                                                                                                                             the
                                                                                                                                             orientation
                                                                                                                                             intended
                                                                                                                                             for
                                                                                                                                             clinical
                                                                                                                                             use.



		(b)	Buyer
                                                                                                                                             is
                                                                                                                                             responsible
                                                                                                                                             for
                                                                                                                                             obtaining
                                                                                                                                             up-to-date
                                                                                                                                             and
                                                                                                                                             accurate
                                                                                                                                             scanner
                                                                                                                                             image
                                                                                                                                             formals
                                                                                                                                             and
                                                                                                                                             any
                                                                                                                                             other
                                                                                                                                             scanner
                                                                                                                                             or
                                                                                                                                             PACS
                                                                                                                                             information
                                                                                                                                             from
                                                                                                                                             vendors
                                                                                                                                             necessary
                                                                                                                                             to
                                                                                                                                             integrate
                                                                                                                                             images
                                                                                                                                             into
                                                                                                                                             LGP
                                                                                                                                             Software
                                                                                                                                             and
                                                                                                                                             providing
                                                                                                                                             this
                                                                                                                                             to
                                                                                                                                             Elekta.



 






    	 



    	 



    

 





 


		(c)	The
                                                                                                                                             Hardware
                                                                                                                                             used
                                                                                                                                             to
                                                                                                                                             run
                                                                                                                                             LGP
                                                                                                                                             Software
                                                                                                                                             must
                                                                                                                                             be
                                                                                                                                             used
                                                                                                                                             solely
                                                                                                                                             for
                                                                                                                                             this
                                                                                                                                             and
                                                                                                                                             related
                                                                                                                                             purpose.
                                                                                                                                             All
                                                                                                                                             changes
                                                                                                                                             and
                                                                                                                                             additions
                                                                                                                                             to
                                                                                                                                             LGP
                                                                                                                                             Software
                                                                                                                                             and/or
                                                                                                                                             Hardware
                                                                                                                                             running
                                                                                                                                             LGP
                                                                                                                                             Software
                                                                                                                                             must
                                                                                                                                             receive
                                                                                                                                             prior
                                                                                                                                             written
                                                                                                                                             approval
                                                                                                                                             of
                                                                                                                                             Elekta.



		(d)	Buyer
                                                                                                                                             shall
                                                                                                                                             provide
                                                                                                                                             the
                                                                                                                                             images
                                                                                                                                             via
                                                                                                                                             an
                                                                                                                                             Ethernet
                                                                                                                                             connection
                                                                                                                                             using
                                                                                                                                             TCP/IP
                                                                                                                                             protocol
                                                                                                                                             and
                                                                                                                                             will
                                                                                                                                             provide
                                                                                                                                             all
                                                                                                                                             physical
                                                                                                                                             cabling
                                                                                                                                             to
                                                                                                                                             the
                                                                                                                                             LGP
                                                                                                                                             Hardware
                                                                                                                                             compatible
                                                                                                                                             with
                                                                                                                                             100-Base-T
                                                                                                                                             or
                                                                                                                                             1000-Base-T
                                                                                                                                             at
                                                                                                                                             the
                                                                                                                                             Installation
                                                                                                                                             location
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             LGK®.



		(e)	Buyer
                                                                                                                                             shall
                                                                                                                                             provide
                                                                                                                                             all
                                                                                                                                             TCP/IP
                                                                                                                                             networking
                                                                                                                                             parameters
                                                                                                                                             such
                                                                                                                                             as
                                                                                                                                             IP
                                                                                                                                             address,
                                                                                                                                             net
                                                                                                                                             mask,
                                                                                                                                             gateway
                                                                                                                                             address
                                                                                                                                             etc.
                                                                                                                                             for
                                                                                                                                             the
                                                                                                                                             HP
                                                                                                                                             workstation
                                                                                                                                             included
                                                                                                                                             as
                                                                                                                                             a
                                                                                                                                             part
                                                                                                                                             of
                                                                                                                                             the
                                                                                                                                             Hardware.



 



    	 



    	 



    

 





 


EXHIBIT E



 


HIPAA Business
Associate Addendum


 


THIS
HIPAA BUSINESS ASSOCIATE ADDENDUM (the "Addendum") is entered into effective the 4th day of August,
2011 (the "Effective Date"), by and between Elekta, Inc., ("Business Associate") and Saint Vincent's
Medical Center, on behalf of itself and its affiliates, if any (individually and collectively, the "Covered Entity")
and adds to the Leksell Gamma Knife® End User Agreement dated 8/4/11(the "Agreement") entered into between Business
Associate and Covered Entity.


 


Pursuant
to the Agreement, Business Associate may perform functions or activities on behalf of Covered Entity involving the use and/or
disclosure of protected health information received from, or created or received by, Business Associate on behalf of Covered Entity
("PHI"). Therefore, if Business Associate is functioning as a business associate to Covered Entity, Business Associate
agrees to the following terms and conditions set forth in this HIPAA Business Associate Addendum.


 


		1.	Definitions.
                                                                                              For purposes of this Addendum,
                                                                                              the terms used herein, unless otherwise
                                                                                              defined, shall have the same meanings
                                                                                              as used in the Health Insurance
                                                                                              Portability and Accountability Act
                                                                                              of 1996, and any amendments or implementing
                                                                                              regulations ("HIPAA"),
                                                                                              or the Health Information Technology
                                                                                              for Economic and Clinical Health
                                                                                              Act (Title XIII of the American
                                                                                              Recovery and Reinvestment Act of
                                                                                              2009), and any amendments or implementing
                                                                                              regulations ("HITECH").



 


		2.	Compliance
                                                                                              with Applicable Law. The
                                                                                              parties acknowledge and agree that,
                                                                                              beginning with the relevant effective
                                                                                              dates, Business Associate
                                                                                              shall comply with its obligations
                                                                                              under this Addendum and with all
                                                                                              obligations of a business associate
                                                                                              under HIPAA, HITECH and other related
                                                                                              laws, as they exist at the time
                                                                                              this Addendum is executed and as
                                                                                              they are amended, for so long as
                                                                                              this Addendum is in place.



 


		3.	Permissible
                                                                                              Use and Disclosure of Protected
                                                                                              Health Information. Business
                                                                                              Associate may use and disclose
                                                                                              PHI to carry out its duties to Covered
                                                                                              Entity pursuant to the terms of
                                                                                              the Agreement. Business Associate
                                                                                              may also use and disclose PHI (i)
                                                                                              for its own proper management and
                                                                                              administration, and (ii) to carry
                                                                                              out its legal responsibilities.
                                                                                              If Business Associate discloses
                                                                                              Protected Health Information to
                                                                                              a third party for either above reason,
                                                                                              prior to making any such disclosure,
                                                                                              Business Associate must obtain:
                                                                                              (i) reasonable assurances from the
                                                                                              receiving party that such PHI will
                                                                                              be held confidential and be disclosed
                                                                                              only as required by law or for the
                                                                                              purposes for which it was disclosed
                                                                                              to such receiving party; and (ii)
                                                                                              an agreement from such receiving
                                                                                              party to immediately notify Business
                                                                                              Associate of any known breaches
                                                                                              of the confidentiality of the PHI.



 


		4.	Limitations
                                                                                              on Uses and Disclosures of PHL
                                                                                              Business Associate shall not, and
                                                                                              shall ensure that its directors,
                                                                                              officers, employees, and agents
                                                                                              do not, use or disclose PHI in any
                                                                                              manner that is not permitted or
                                                                                              required by the Agreement, this
                                                                                              Addendum, or required by law. All
                                                                                              uses and disclosures of, and requests
                                                                                              by Business Associate, for PHI are
                                                                                              subject to the minimum necessary
                                                                                              rule of the Privacy Standards and
                                                                                              shall be limited to the information
                                                                                              contained in a limited data set,
                                                                                              to the extent practical, unless
                                                                                              additional information is needed
                                                                                              to accomplish the intended purpose,
                                                                                              or as otherwise permitted in accordance
                                                                                              with Section 13405(b) of HITECH
                                                                                              and any implementing regulations.



 



    	 



    	 



    

 





 


		5.	Required
                                                                                              Safeguards To Protect PHI.
                                                                                              Business Associate agrees that it
                                                                                              will implement appropriate safeguards
                                                                                              in accordance with the Privacy Standards
                                                                                              to prevent the use or disclosure
                                                                                              of PHI other than pursuant to the
                                                                                              terms and conditions of this Addendum.



 


		6.	Reporting
                                                                                              of Improper Use and Disclosures
                                                                                              of PHI. Business Associate
                                                                                              shall promptly, but no later than
                                                                                              five (5) business days, report to
                                                                                              Covered Entity a use or disclosure
                                                                                              of PHI not provided for in this
                                                                                              Addendum by Business Associate,
                                                                                              its officers, directors, employees,
                                                                                              or agents, or by a third party to
                                                                                              whom Business Associate disclosed
                                                                                              PHI.



 


		7.	Reporting
                                                                                              of Breaches of Unsecured PHI.
                                                                                              Business Associate shall promptly,
                                                                                              but no later than five (5) business
                                                                                              days, report to Covered Entity a
                                                                                              breach of unsecured PHI, in accordance
                                                                                              with 45 C.F.R. §§ 164.400-414.
                                                                                              Business Associate shall cooperate
                                                                                              with Covered Entity's breach notification
                                                                                              and mitigation activities, and shall
                                                                                              be responsible for all actual and
                                                                                              direct costs, which shall include
                                                                                              credit monitoring services for affected
                                                                                              individuals, incurred by Covered
                                                                                              Entity for those activities.



 


		8.	Mitigation
                                                                                              of Harmful Effects. Business
                                                                                              Associate agrees to mitigate, to
                                                                                              the extent practicable, any harmful
                                                                                              effect of a use or disclosure of
                                                                                              PHI by Business Associate in violation
                                                                                              of the requirements of this Addendum,
                                                                                              including, but not limited to, compliance
                                                                                              with any state law or contractual
                                                                                              data breach requirements.



 


		9.	Agreements
                                                                                              by Third Parties. Business
                                                                                              Associate shall enter into an agreement
                                                                                              with any agent or subcontractor
                                                                                              of Business Associate that will
                                                                                              have access to PHI. Pursuant to
                                                                                              such agreement, the agent or subcontractor
                                                                                              shall agree to be bound by the same
                                                                                              restrictions, terms, and conditions
                                                                                              that apply to Business Associate
                                                                                              under this Addendum with respect
                                                                                              to such PHI.



 


		10.	Access
                                                                                               to Information. Within
                                                                                               ten (10) business days from receipt
                                                                                               of a written request by Covered
                                                                                               Entity for access to PHI about
                                                                                               an individual contained in a Designated
                                                                                               Record Set, Business Associate
                                                                                               shall make available to Covered
                                                                                               Entity such PHI for so long as
                                                                                               such information is maintained
                                                                                               by Business Associate in the Designated
                                                                                               Record Set, as required by 45 C.F.R.
                                                                                               § 164.524. In the event any
                                                                                               individual delivers directly to
                                                                                               Business Associate a written request
                                                                                               for access to PHI, Business Associate
                                                                                               shall within five (5) days forward
                                                                                               such request to Covered Entity.



 


		11.	Availability
                                                                                               of PHI for Amendment. Within
                                                                                               ten (10) business days from receipt
                                                                                               of a written request from Covered
                                                                                               Entity for the amendment of an
                                                                                               individual's PHI or a record regarding
                                                                                               an individual contained in a Designated
                                                                                               Record Set (for so long as the
                                                                                               PHI is maintained in the Designated
                                                                                               Record Set), Business Associate
                                                                                               shall provide such information
                                                                                               to Covered Entity for amendment
                                                                                               and incorporate any such amendments
                                                                                               in the PHI as required by
                                                                                               45 C.F.R. § 164.526. In the
                                                                                               event any individual delivers directly
                                                                                               to Business Associate a written
                                                                                               request for amendment to PHI, Business
                                                                                               Associate shall within five (5)
                                                                                               days forward such request to Covered
                                                                                               Entity.



 


		12.	Documentation
                                                                                               of Disclosures.
                                                                                               Business Associate agrees to document
                                                                                               disclosures of PHI and information
                                                                                               related to such disclosures as
                                                                                               would be required for Covered Entity
                                                                                               to respond to a request by an individual
                                                                                               for an accounting of disclosures
                                                                                               of PHI in accordance with 45 C.F.R.
                                                                                               § 164.528.



 


 



    	 



    	 



    

 





 





		13.	Accounting
                                                                                               of Disclosures. Within
                                                                                               ten (10) days from receipt of written
                                                                                               notice by Covered Entity to Business
                                                                                               Associate that it has received
                                                                                               a request for an accounting
                                                                                               of disclosures of PHI regarding
                                                                                               an individual during the six (6)
                                                                                               years prior to the date on which
                                                                                               the accounting was requested, Business Associate
shall make available to Covered Entity information to permit Covered Entity to respond to the request for an accounting of disclosures
of PHI, as required by 45 C.F.R. § 164.528. In the case of an electronic health record maintained or hosted by Business Associate
on behalf of Covered Entity, the accounting period shall be three (3) years and the accounting shall include disclosures for treatment,
payment and healthcare operations, in accordance with the applicable effective date of Section 13402(a) of HITECH. In the event
the written request for an accounting is delivered directly to Business Associate, Business Associate shall within five (5) business
days forward such request to Covered Entity.





   





		14.	Electronic PHI. To the
                                                           extent that Business Associate creates, receives, maintains or transmits
                                                           electronic PHI on behalf of Covered Entity, Business Associate shall:



 


		(a)	Comply
                                                               with 45 C.F.R. §§164.308, 310, 312, and 316 in the same
                                                               manner as such sections apply to Covered Entity, pursuant to Section
                                                               13401(a) of HITECH, and otherwise implement administrative, physical
                                                               and technical safeguards that reasonably and appropriately protect
                                                               the confidentiality, integrity and availability of electronic PHI;



 


		(b)	Ensure that any agent to whom Business
                                                               Associate provides electronic PHI agrees to implement reasonable
                                                               and appropriate safeguards consistent with industry standards designed
                                                               to protect it; and



 


		(c)	Report to Covered Entity any security
                                                               incident of which Business Associate becomes aware.



 


		15.	Judicial
                                                                                    and Administrative Proceedings. In
                                                                                    the event Business Associate receives a subpoena,
                                                                                    court or administrative order or other discovery
                                                                                    request or mandate for release of PHI, Covered
                                                                                    Entity shall have the right to control Business
                                                                                    Associate's response to such request. Business
                                                                                    Associate shall notify Covered Entity of the
                                                                                    request as soon as reasonably practicable,
                                                                                    but in any event within two (2) business days
                                                                                    of receipt of such request.



 


		16.	Availability
                                                           of Books and Records. Business Associate hereby agrees to make
                                                           its internal practices, books, and records relating to the use and
                                                           disclosure of PHI available to the Secretary of the Department of Health
                                                           and Human Services for purposes of determining compliance with the
                                                           Privacy Standards.



 


		17.	Breach
                                                           of Contract by Business Associate. In addition to any other
                                                           rights Covered Entity may have in the Agreement, this Addendum or by
                                                           operation of law or in equity, Covered Entity may i) immediately terminate
                                                           the Agreement if Covered Entity determines that Business Associate
                                                           has violated a material term of this Addendum, or ii) at Covered Entity's
                                                           option, permit Business Associate to cure or end any such violation
                                                           within the time specified by Covered Entity. Covered Entity's option
                                                           to have cured a breach of this Addendum shall not be construed as a
                                                           waiver of any other rights Covered Entity has in the Agreement, this
                                                           Addendum or by operation of law or in equity.



 


		18.	Effect
                                                           of Termination of Agreement. Upon the termination of the Agreement
                                                           or this Addendum for any reason, Business Associate shall return to
                                                           Covered Entity or, at Covered Entity's direction, destroy all PHI received
                                                           from Covered Entity that Business Associate maintains in any form,
                                                           recorded on any medium, or stored in any storage system. This provision
                                                           shall apply to PHI that is in the possession of Business Associates
                                                           or agents of Business Associate. Business Associate shall retain no
                                                           copies of the PHI. Business Associate shall remain bound by the provisions
                                                           of this Addendum, even after termination of the Agreement or Addendum,
                                                           until such time as all PHI has been returned or otherwise destroyed
                                                           as provided in this Section.








 






    	 



    	 



    

 





 


		19.	Injunctive
                                                           Relief. Business Associate stipulates that its unauthorized
                                                           use or disclosure of PHI while performing services pursuant to this
                                                           Addendum may cause irreparable harm to Covered Entity, and in such
                                                           event, Covered Entity shall be entitled to institute proceedings in
                                                           any court of competent jurisdiction to obtain damages and injunctive
                                                           relief.



 


		20.	Indemnification.
                                                           Business Associate agrees to defend and indemnify Covered Entity
                                                           for any actual direct damage or loss ("Loss"), including
                                                           reasonable attorneys' fees and costs, incurred by the Covered Entity
                                                           as a direct result of Business Associate's unlawful use or disclosure
                                                           of PHI or electronic PHI; except to the extent such Loss is caused
                                                           by or contributed to by the Covered Entity. Business Associate will
                                                           reimburse the Covered Entity for such Loss following determination
                                                           of the Loss, including its causation.



 


		21.	Exclusion
                                                           from Limitation of Liability. To the extent that Business Associate
                                                           has limited its liability under the terms of the Agreement, whether
                                                           with a maximum recovery for direct damages or a disclaimer against
                                                           any consequential, indirect or punitive damages, or other such limitations,
                                                           all limitations shall exclude any damages to Covered Entity arising
                                                           from Business Associate's breach of its obligations relating to the
                                                           use and disclosure of PHI hereunder.



 


		22.	Owner of PHI. Under no
                                                           circumstances shall Business Associate be deemed in any respect to
                                                           be the owner of any PHI used or disclosed by or to Business Associate
                                                           by Covered Entity.



 


		23.	Third Party Rights. The
                                                           terms of this Addendum do not grant any rights to any parties other
                                                           than Business Associate and Covered Entity.



 


		24.	Independent Contractor Status.
                                                           For the purposed of this Addendum, Business Associate is an
                                                           independent contractor of Covered Entity, and shall not be considered
                                                           an agent of Covered Entity.



 


		25.	Changes
                                                           in the Law. The parties shall amend this Addendum
                                                           to conform to any new or revised legislation, rules and regulations
                                                           to which Covered Entity is subject now or in the future including,
                                                           without limitation, HIPAA, HITECH, the Privacy Standards, Security
                                                           Standards or Transactions Standards.



 


		26.	Conflicts. If there is
                                                           any direct conflict between the Agreement and this Addendum, the terms
                                                           and conditions of this Addendum shall control.



 


	BUSINESS ASSOCIATE:	 	COVERED ENTITY:
	 	 	 	 	 
	By:	/s/ Michelle Crawley	 	By:	/s/ Moody Chisholm
	Name:	Michelle Crawley	 	Name:	Moody Chisholm
	Title:	VP Contract Administration	 	Title:	President & CEO
	Date:	8/4/11	 	Date:	8/11/11


 



    	 



    	 



    

  





 


EXHIBIT F


 


End User Information
Services Security Policy


 



    	 



    	 



    

 





 


ST. VINCENT'S


HEALTHCARE





	ADMINISTRATIVE MANUAL
	Subject:	INFORMATION SERVICES   	24.20
	 	  SECURITY POLICY	 










 


	Original Date:       April 2005	References: 45 CFR Parts 160, 162 and 164
	Present Date:         January 2010
	Review Date:          December 2011	Supersedes:
	Applicable To:

        SVHC & Affiliate
        Companiesx    SVMCx   
        SCLMx    SLHx
           FCPCx



 


GENERAL


St. Vincent's HealthCare (SVHC)
is committed to the protection of its electronic information. Information is one of the most valuable assets of SVHC. Electronic
information is to be protected from accidental or intentional, unauthorized use, disclosure, modification or destruction. The
intent of the Information Services Security Policy is to provide a basis for an information security program that would restrict
electronic access to authorized individuals only, and provide for patient privacy and the protection of the confidentiality of
clinical and business information. The following policy statements (Appendix A) have been developed to protect the confidentiality,
integrity and availability of SVHC's electronic data.


 


The following policy statements
(Appendix A) have been developed to protect the confidentiality, integrity and availability of SVHC's electronic data.


 


The SVHC Information Services Security
Policy defines the minimum set of required security policies for SVHC security program. SVHC and its affiliates are required to
be in compliance with this policy.


 


PURPOSE 


		1.	To
                                                                                                                              protect
                                                                                                                              SVHC
                                                                                                                              applications,
                                                                                                                              computer
                                                                                                                              systems,
                                                                                                                              networks,
                                                                                                                              and
                                                                                                                              electronic
                                                                                                                              data
                                                                                                                              by
                                                                                                                              ensuring
                                                                                                                              adherence
                                                                                                                              to
                                                                                                                              all
                                                                                                                              Health
                                                                                                                              System
                                                                                                                              information
                                                                                                                              services
                                                                                                                              security
                                                                                                                              policies.



 


		2.	To
                                                                                                                              protect
                                                                                                                              the
                                                                                                                              confidentiality,
                                                                                                                              integrity,
                                                                                                                              and
                                                                                                                              availability
                                                                                                                              of
                                                                                                                              SVHC
                                                                                                                              Electronic
                                                                                                                              Protected
                                                                                                                              Health
                                                                                                                              Information
                                                                                                                              (ePHI)
                                                                                                                              in
                                                                                                                              compliance
                                                                                                                              with
                                                                                                                              the
                                                                                                                              Security
                                                                                                                              regulations
                                                                                                                              set
                                                                                                                              forth
                                                                                                                              in
                                                                                                                              the
                                                                                                                              Health
                                                                                                                              Insurance
                                                                                                                              Portability
                                                                                                                              and
                                                                                                                              Accountability
                                                                                                                              Act
                                                                                                                              of
                                                                                                                              1996
                                                                                                                              ("HIPAA").



 


		3.	To
                                                                                                                              minimize
                                                                                                                              the
                                                                                                                              potential
                                                                                                                              exposure
                                                                                                                              to
                                                                                                                              SVHC,
                                                                                                                              its
                                                                                                                              affiliates
                                                                                                                              and
                                                                                                                              its
                                                                                                                              associates
                                                                                                                              from
                                                                                                                              damages
                                                                                                                              which
                                                                                                                              may
                                                                                                                              result
                                                                                                                              from
                                                                                                                              unauthorized
                                                                                                                              use
                                                                                                                              of
                                                                                                                              SVHC
                                                                                                                              resources.
                                                                                                                              Potential
                                                                                                                              damages
                                                                                                                              include,
                                                                                                                              but
                                                                                                                              are
                                                                                                                              not
                                                                                                                              limited
                                                                                                                              to
                                                                                                                              the
                                                                                                                              loss
                                                                                                                              and
                                                                                                                              or
                                                                                                                              unauthorized
                                                                                                                              modification
                                                                                                                              of
                                                                                                                              Protected
                                                                                                                              Health
                                                                                                                              Information
                                                                                                                              (PHI),
                                                                                                                              confidential
                                                                                                                              Health
                                                                                                                              System
                                                                                                                              data
                                                                                                                              or
                                                                                                                              intellectual
                                                                                                                              property,
                                                                                                                              damage
                                                                                                                              to
                                                                                                                              public
                                                                                                                              image,
                                                                                                                              damage
                                                                                                                              to
                                                                                                                              critical
                                                                                                                              SVHC
                                                                                                                              internal
                                                                                                                              systems,
                                                                                                                              fines,
                                                                                                                              civil
                                                                                                                              monetary
                                                                                                                              penalties,
                                                                                                                              and
                                                                                                                              criminal
                                                                                                                              penalties.



 



    	 



    	 



    

 





 


SCOPE 


This
policy applies to all SVHC associates, physicians, contractors, consultants, volunteers and any other individuals or entities
with access to SVHC applications, systems, networks and/or electronic data. These personnel will be referred to as the "workforce"
throughout the policy.


 


ENFORCEMENT


Any associate found to
have violated this policy will be subject to disciplinary action pursuant to Administrative Policies 15.10 & 15.11 and may
be subject to civil and/or criminal penalties pursuant to local, state and/or federal law. Any non-employed individual or non-owned
entity found to be in violation of this policy will be subject to loss of SVHC and its affiliates network access privileges, confiscation
of device with removal of data and potential civil and/or criminal penalties pursuant to local, state and/or federal law.


 


DEFINITIONS 


	Access Control List (ACL):	A list of users, programs, and/or processes and the specifications of access
    categories to which each is assigned.
	 	 
	Administrative Safeguards:	Administrative actions, policies and procedures to manage the selection, development, implementation
    and maintenance of security measures to protect ePHI and to manage the conduct of the Business Associate's workforce in relation
    to the protection of that information.
	 	 
	Availability:	The ability of an authorized person to use or access objects, resources, data, or information
    when needed, without undue delay.
	 	 
	Breach:	The successful defeat of security controls which could result in
    a penetration of a system or network. A violation of controls of a particular information system such that information assets
    or system components are unduly exposed.
	 	 
	Business Associate:	An individual or organization who (1.) performs on behalf of SVHC and its affiliates any function
    or activity involving the use or disclosure of protected health information, and (2.) is not a member of SVHC workforce.
	 	 
	Computer System:	Hardware and software components that together allow a computer to operate.
	 	 
	Confidentiality:	The property that data or information is not made available or disclosed to unauthorized persons
    or processes.
	 	 
	Covered Entity:	A health care provider, health plan, or clearing house required by federal law to comply with
    the requirements of the HIPAA Privacy Rule and the HIPAA Security Standards.
	 	 
	Data Backup:	Process of copying all electronic data to media for applications and computer systems for recovery
    purposes.
	 	 
	Data Classification Matrix:	A chart which denotes security features that must be invoked for specific classes of data.


 



    	 



    	 



    

 













 


	Disaster:	An event that would result in complete or near complete loss of computer
    systems or any event that creates an inability of an organization's part to provide critical business functions for some predetermined
    period of time.
	 	 
	Electronic Protected Health Information (ePHI):	 
	 	All individually identifiable health information that is transmitted by electronic media or
    maintained in electronic media.
	 	 
	Encryption:	To modify or code data so that it is illegible without specific key to decode it.
	 	 
	ePHI Application:	Any application that creates, modifies, processes or stores electronic protected health information.
	 	 
	HIPAA: Health Insurance Portability and Accountability Act of 1996:	 
	 	HIPAA has been established to enforce standards for electronic
    health information, enhance the security and privacy of health information, curtail healthcare fraud and abuse, and assure
    health insurance portability for employed persons.
	 	 
	Individually Identifiable Health Information:	 
	 	Information that is a subset of protected health information, including demographic information
    collected from an individual, and: (1) Is created or received by a health care provider, health plan, employer, or healthcare
    clearinghouse; and (2) Relates to the past, present, or future physical or mental health or condition of an individual; the
    provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual;
    and (i) That identifies the individual; or (ii) With respect to which there is a reasonable basis to believe the information
    can be used to identify the individual. (42 C.F.R Section 160.103.)
	 	 
	Information Systems Security Policies:	 
	 	A defined course of action or behavior that is to be followed with respect to the acquisition,
    deployment, implementation, retirement, or use of information technology resources. They are rules or regulations to be followed
    and enforced.
	 	 
	Integrity:	The property that data or information have not been altered or destroyed in an unauthorized
    manner.
	 	 
	Least Privileges/Minimum Necessary Information Requirements:	 
	 	 
	 	Access rules based on the principle that security and privacy are best maintained by providing
    individuals with access only to the information and functionality they need to perform their jobs.
	 	 
	Malicious software:	Programs written and distributed with the intent to cause damage to or disrupt network, systems,
    devices, servers and/or data, including, but not limited to viruses, worms, Trojan horses and email bombs.


 



    	 



    	 



    

 


 


 


	Malware:	Malicious software, including viruses, worms, Trojans, Denial of Service
    and other such attacks.
	 	 
	Mobile Device:	Any portable computer/device that allows for storing, accessing and organizing digital information.
    A mobile device may feature a scaled-down keyboard, a pen-like stylus, or both. This includes, but is not limited to, PDAs,
    laptop computers, palmtop computers, USB memory sticks, wireless tablets, Blackberries or cell phones with this capability.
	 	 
	Modality:	A medical tool with electronic communication capability. Examples would be a Computed Tomography
    (CT) scanner or fetal monitor.
	 	 
	Perimeter Defense Access System:	 
	 	 
	 	A defined security access method that could include firewall type systems that restricts external
    unauthorized access through a variety of access control methods.
	 	 
	Physical Safeguards:	Physical measures, policies, and procedures to protect an organization's electronic information
    systems and related buildings and equipment, from natural and environmental hazards, and unauthorized intrusion.
	 	 
	Procedures:	Procedures are documented step-by-step instructions to accomplish specific tasks. Procedures
    may change frequently due to changes in technology, products, or business processes. Documented procedures help ensure that
    systems are implemented and maintained consistently across the organization. Procedures support Standards in that they tell
    specifically how a Standard will be implemented.
	 	 
	 	 
	Protected Health Information (PHI):	 
	 	All individually identifiable health information created, used, stored, maintained, or transmitted
    by any covered entity.
	 	 
	Public Network:	All systems, servers, routers and lines not owned or controlled by SVHC or any of its affiliates
    that can be accessed through public access methods, including dial-up, DSL, ISDN, cable, wireless and other connection methods.
	 	 
	Risk:	The possibility of suffering harm or loss.
	 	 
	Risk Analysis:	Assessment of threats to, impacts on, and vulnerabilities of information and information processing
    facilities and the likelihood of their occurrence.
	 	 
	Sanction:	A penalty that acts to ensure compliance or conformity; the penalty for noncompliance specified
    in a law or decree.


 



    	 



    	 



    

 


 


 


	Security Incident:	The attempted or successful unauthorized access, use, disclosure, modification
    or destruction of information or interference with system operations in an information system.
	 	 
	Server:	A computer or device on a network that manages network resources.
	 	 
	Standards:	Specific approaches, solutions, methodologies, products, or protocols that must be adhered
    to in the acquisition, deployment, implementation, retirement, or use of system or procedures.  Standarts are intended
    to establish uniformity for technology infrastructures, applications, procedures, or data.  Standards may be developed
    as a subset of, and within the context of, a broader technology policy.  Standards may define or limit the tools, proprietary
    product offerings or technical solutions that may be used, developed or deployed by the organization.  There may be business
    case exceptions where standards cannot be followed.  These exceptions must be approved by the appropriate level of management. 
    Standards provide specifics in support of more generic Policies.
	 	 
	System Administrator:	The person in charge of managing a multi-user computer system.
	 	 
	Technical Safeguards:	The technology and the policy and procedures for its use that protect ePHI and control access
    to it.


 


PROCEDURE 


		1.	General



 


		A.	The
                                                                                                workforce is accountable for information
                                                                                                security, and is required to know,
                                                                                                understand, and follow all SVHC
                                                                                                Information Services Security
                                                                                                policies and associated standards
                                                                                                and procedures.



 


		B.	The
                                                                                                designated Information Security
                                                                                                Officer is required to carry out
                                                                                                the duties of development, implementation,
                                                                                                and enforcement of policies and
                                                                                                procedures, and to oversee SVHC's
                                                                                                overall information security program.



 


		C.	SVHC
                                                                                                empowers its affiliates and departments
                                                                                                to write and approve additional
                                                                                                information systems security policies
                                                                                                that are intended to protect SVHC
                                                                                                applications, computer systems,
                                                                                                networks, and electronic data
                                                                                                (including ePHI) and/or ensure
                                                                                                adherence to regulatory requirements.
                                                                                                These policies must meet or exceed
                                                                                                the minimum standards set in the
                                                                                                SVHC Information Services Security
                                                                                                Policy, and must be periodically
                                                                                                reviewed for compliance.



 


		D.	Any
                                                                                                attempt to compromise information
                                                                                                systems security measures is prohibited.
                                                                                                Proper documentation must be submitted
                                                                                                and approved by SVHC Information
                                                                                                Services management to obtain
                                                                                                authorization for any attempts
                                                                                                to compromise information systems
                                                                                                security for testing purposes.



 


		E.	All
                                                                                                personnel must immediately report
                                                                                                suspected or verified information
                                                                                                systems security breaches or policy
                                                                                                violations to the appropriate
                                                                                                SVHC management, who is then responsible
                                                                                                for escalating/reporting the violation
                                                                                                to the Information Security Officer.



 



    	 



    	 



    

 


 


 


		F.	Any
                                                                                                  attempts to bypass information
                                                                                                  systems security measures or
                                                                                                  any activities involving the
                                                                                                  compromise of information systems
                                                                                                  security measures are prohibited.



 


		G.	SVHC
                                                                                                  management reserves the right
                                                                                                  to monitor, inspect, or examine
                                                                                                  at any time all SVHC information
                                                                                                  systems without the consent,
                                                                                                  presence, or knowledge of the
                                                                                                  involved users. The types of
                                                                                                  information systems subject
                                                                                                  to this right of monitoring
                                                                                                  and access include, but are
                                                                                                  not limited to, electronic mail
                                                                                                  system files, access and resource
                                                                                                  usage reports, personal computer
                                                                                                  hard drives, personal and/or
                                                                                                  shared network directories,
                                                                                                  and voicemail messages. All
                                                                                                  examinations of this nature
                                                                                                  must be conducted after appropriate
                                                                                                  approval has been obtained in
                                                                                                  accordance with SVHC Electronic
                                                                                                  Investigation Policy. SVHC management
                                                                                                  retains the right to permanently
                                                                                                  remove from its information
                                                                                                  systems any material it deems
                                                                                                  offensive, potentially illegal,
                                                                                                  inappropriate, or not consistent
                                                                                                  with the mission or values of
                                                                                                  the organization.



 


		II.	Acceptable
                                                                                                                                                               Use



 


		A.	Any
                                                                                                  individual using SVHC applications,
                                                                                                  systems, networks and/or electronic
                                                                                                  data must restrict their activities
                                                                                                  to SVHC business purposes only.
                                                                                                  All activities on SVHC information
                                                                                                  systems are subject to monitoring.



		B.	Use
                                                                                                  of SVHC applications, systems,
                                                                                                  networks and/or electronic data
                                                                                                  must be protected to provide
                                                                                                  necessary assurance of confidentiality,
                                                                                                  integrity, and availability
                                                                                                  by anyone entrusted with such
                                                                                                  use.



		C.	Under
                                                                                                  no circumstance is anyone authorized
                                                                                                  to use SVHC applications, systems,
                                                                                                  networks, and/or electronic
                                                                                                  data for activities that are
                                                                                                  contrary to the SVHC and Ascension
                                                                                                  Health Standards of Conduct
                                                                                                  or illegal under local, state,
                                                                                                  federal or international law.



 


		III.	Authorization
                                                                                                                    & Access
                                                                                                                    Management



 


		A.	All
                                                                                                  access requests must be documented
                                                                                                  and approved, using the appropriate
                                                                                                  forms located on the Intranet,
                                                                                                  according to SVHC procedures.



 


		B.	Authorization
                                                                                                  and access management procedures
                                                                                                  must follow the least privileges
                                                                                                  /minimum necessary information
                                                                                                  requirements of the HIPAA Privacy
                                                                                                  Rule.



 


		C.	Access
                                                                                                  must be granted and used only
                                                                                                  for authorized business purposes.



 


		D.	User
                                                                                                  IDs and passwords, or other
                                                                                                  authentication methods must
                                                                                                  uniquely identify individuals
                                                                                                  accessing ePHI.



 


		E.	Sharing
                                                                                                  a user ID or using another user's
                                                                                                  ID is prohibited.



 


		F.	Users
                                                                                                  are responsible for all activities
                                                                                                  performed under their user IDs.



 


		G.	All
                                                                                                  user passwords must be kept
                                                                                                  confidential, must be periodically
                                                                                                  changed, and are not to be shared
                                                                                                  with any other individual.



 



    	 



    	 



    

 


 


 


		H.	Passwords
                                                                                                  must be at least 8 characters
                                                                                                  in length or the maximum length
                                                                                                  allowed by an application. The
                                                                                                  configuration and/or use of
                                                                                                  strong passwords are required
                                                                                                  when technically and operationally
                                                                                                  feasible.



 


		I.	A
                                                                                                  password must be changed if
                                                                                                  the security of the password
                                                                                                  is believed to be breached or
                                                                                                  compromised.



 


		J.	Whenever
                                                                                                  possible, user IDs must not
                                                                                                  give any indication of administrative
                                                                                                  privilege level assigned to
                                                                                                  the account.



 


		K.	Users
                                                                                                  must log out or invoke a password
                                                                                                  protected screen saver or equivalent
                                                                                                  when leaving a workstation unattended.



 


		L.	Auto
                                                                                                  logoff must be implemented whenever
                                                                                                  technically feasible.



 


		IV.	Application
                                                                                                                   Security



 


		A.	Any
                                                                                                  individual or group responsible
                                                                                                  for an ePHI Application must
                                                                                                  demonstrate compliance with
                                                                                                  the HIPAA Security Standards.



 


		B.	Any
                                                                                                  individual or group using SVHC
                                                                                                  applications to create/maintain/inquire
                                                                                                  electronic documents containing
                                                                                                  ePHI is required to keep those
                                                                                                  documents confidential.



 


		C.	Any
                                                                                                  individual or group responsible
                                                                                                  for selection of a new ePHI
                                                                                                  Application must ensure the
                                                                                                  application demonstrates compliance
                                                                                                  with the HIPAA Security Standards.



 


		V.	Audit
                                                                                                                  Controls



 


		A.	SVHC
                                                                                                  will implement hardware, software,
                                                                                                  and/or procedures that record
                                                                                                  and examine activity in information
                                                                                                  systems that contain or use
                                                                                                  ePHI.



 


		B.	The
                                                                                                  content and level of detail
                                                                                                  included in the activity logs
                                                                                                  must be based on an assessment
                                                                                                  of system events that are most
                                                                                                  likely to be correlated with
                                                                                                  risks to the confidentiality,
                                                                                                  integrity, and availability
                                                                                                  of the information contained
                                                                                                  in the system.



 


		C.	The
                                                                                                  auditing mechanisms should record
                                                                                                  information such as the user
                                                                                                  identification associated with
                                                                                                  the event, the program or command
                                                                                                  used to initiate the event,
                                                                                                  and the time/date of the event.



 


		D.	Security-related
                                                                                                  events or actions to consider
                                                                                                  logging include, but are not
                                                                                                  limited to the following:






		1.	Log
                                                                                                 on attempts (including failed
                                                                                                 ones);



		2.	Changes
                                                                                                 to security settings or parameters
                                                                                                 (e.g., minimum password length);



		3.	User
                                                                                                 accounts added, changed (privileges),
                                                                                                 deactivated, and deleted; and



		4.	Password
                                                                                                 resets



 


		VI.	Business
                                                                                                                   Associate,
                                                                                                                   Non-Disclosure,
                                                                                                                   and Confidentiality
                                                                                                                   Agreements
                                                                                                                   /Contracts



 






    	 



    	 



    
 





 


		A.	Business
                                                                                                                   Associate Agreements/Contracts
                                                                                                                   (BAA/BAC) must
                                                                                                                   be completed
                                                                                                                   by organizations
                                                                                                                   that create,
                                                                                                                   receive, maintain
                                                                                                                   or transmit
                                                                                                                   ePHI on behalf
                                                                                                                   of SVHC and
                                                                                                                   its affiliates.



 


		B.	The
                                                                                                 Business Associate must agree
                                                                                                 to:



 


		1.	Implement
                                                                                                  administrative, physical and
                                                                                                  technical safeguards that reasonably
                                                                                                  protects the confidentiality,
                                                                                                  integrity and availability of
                                                                                                  the ePHI;



		2.	Ensure
                                                                                                  that any agent, including a
                                                                                                  subcontractor, to whom it provides
                                                                                                  ePHI agrees to implement reasonable
                                                                                                  and appropriate safeguards to
                                                                                                  protect it; and



		3.	Report
                                                                                                  to SVHC any security incident
                                                                                                  of which the Business Associate
                                                                                                  becomes aware.



 


		C.	Non-Disclosure/Confidentiality
                                                                                                 agreements must be completed
                                                                                                 by organizations that create,
                                                                                                 receive, maintain or transmit
                                                                                                 other (non-ePHI) confidential
                                                                                                 data on behalf of SVHC or its
                                                                                                 affiliates.



 


VII. Contingency Operations




 


		A.	SVHC
                                                                                                 and its affiliates must have
                                                                                                 an overall contingency plan and
                                                                                                 supporting procedures for responding
                                                                                                 to an emergency (i.e. system
                                                                                                 failure, fire, natural disaster,
                                                                                                 vandalism, etc) that compromises
                                                                                                 the confidentiality, integrity
                                                                                                 and/or availability of ePHI,
                                                                                                 or other mission critical, confidential
                                                                                                 and/or proprietary data contained
                                                                                                 in their environment.



 


		B.	This
                                                                                                 plan must be documented and must
                                                                                                 include procedures for data backup,
                                                                                                 periodic system criticality analysis,
                                                                                                 disaster recovery plan (DRP),
                                                                                                 emergency mode operations plan,
                                                                                                 and procedures for periodic testing
                                                                                                 and revision of the contingency
                                                                                                 plan.



 


VIII. Data Backup and Storage


 


		A.	SVHC
                                                                                                                   and its affiliates
                                                                                                                   will implement
                                                                                                                   procedures
                                                                                                                   to create,
                                                                                                                   maintain and
                                                                                                                   verify retrievable
                                                                                                                   exact copies
                                                                                                                   of ePHI.



 


		B.	The
                                                                                                                   frequency,
                                                                                                                   retention and
                                                                                                                   the storage
                                                                                                                   location of
                                                                                                                   data backups
                                                                                                                   should be based
                                                                                                                   on criteria
                                                                                                                   including but
                                                                                                                   not limited
                                                                                                                   to the following:



 


		1.	Patient
                                                                                                                care impact;



		2.	Governmental
                                                                                                                regulations;



		3.	Business
                                                                                                                operations; and



		4.	Security
                                                                                                                best practices.



 


		C.	Data
                                                                                                                  backups of ePHI
                                                                                                                  must be performed
                                                                                                                  before movement
                                                                                                                  of equipment
                                                                                                                  as appropriate.



 


		D.	Backup
                                                                                                media must be stored in a safe
                                                                                                environment, preferably in a different
                                                                                                location, and must be available
                                                                                                in the event of a system failure
                                                                                                or other disaster.



 


		E.	The
                                                                                                security of the media must be
                                                                                                maintained at all times during
                                                                                                transport and storage.



 



    	 



    	 



    

 


 


 


		IX.	Data
                                                                                                                   Classification



 


		A.	SVHC
                                                                                                 will define a data classification
                                                                                                 scheme which classifies data
                                                                                                 with respect to levels of sensitivity
                                                                                                 and confidentiality of the data.
                                                                                                 Security mechanisms for storage,
                                                                                                 transmission, handling, and destruction
                                                                                                 must be implemented to have a
                                                                                                 direct correlation to the classification
                                                                                                 of the data.



 


		B.	Appropriate
                                                                                                 security measures must be implemented
                                                                                                 that correspond with the classification
                                                                                                 of the data.



 


		X.	Email
                                                                                                                 Use



 


		A.	Email
                                                                                                 users are required to use the
                                                                                                 SVHC email systems in a professional,
                                                                                                 ethical and lawful manner, and
                                                                                                 in accordance with the SVHC and
                                                                                                 Ascension Health Standards of
                                                                                                 Conduct.



 


		B.	SVHC
                                                                                                 and its affiliates reserve the
                                                                                                 right to monitor, access, review,
                                                                                                 copy or delete email messages,
                                                                                                 created on, received by, transmitted
                                                                                                 from or stored on SVHC systems.
                                                                                                 In approved situations, SVHC
                                                                                                 may disclose such messages to
                                                                                                 others, even when stored with
                                                                                                 a password.



 


		C.	Authorized
                                                                                                 users have no legitimate expectation
                                                                                                 of privacy in their use of SVHC
                                                                                                 email systems. Email messages
                                                                                                 sent from or received by an SVHC
                                                                                                 system belong to SVHC and are
                                                                                                 not considered private, even
                                                                                                 if they are accessed via a personal
                                                                                                 access code.



 


		D.	Use
                                                                                                 of SVHC systems and hardware
                                                                                                 constitutes consent to email
                                                                                                 monitoring, review, reproduction,
                                                                                                 and/or deletion. Any email message
                                                                                                 generated or received by an SVHC
                                                                                                 system is subject to inspection,
                                                                                                 disclosure, scheduled retention
                                                                                                 and disposition.



 


		Xl.	Facility
                                                                                                                   Access Control



 


		A.	All
                                                                                                 servers and network electronics
                                                                                                 must be stored in environmentally
                                                                                                 safe and secure areas.



 


		B.	Persons
                                                                                                 responsible for facilities that
                                                                                                 house servers or network electronics
                                                                                                 must have documented standards
                                                                                                 and procedures for gaining access.



 


		C.	Persons
                                                                                                 requiring access to SVHC facilities
                                                                                                 that house electronic information
                                                                                                 systems must follow established,
                                                                                                 documented procedures for gaining
                                                                                                 physical entry.



 


		D.	Facility
                                                                                                 access control lists must be
                                                                                                 reviewed on a periodic basis.



 


		E.	A
                                                                                                 visitor log must be maintained
                                                                                                 for all non-employed staff (or
                                                                                                 individuals that would not normally
                                                                                                 require access) entering secured
                                                                                                 computer facilities.



 


		F.	Management
                                                                                                 must practice appropriate security
                                                                                                 measures for terminated and transferred
                                                                                                 employees to maintain site security,
                                                                                                 data integrity and confidentiality.



 


XII. Incident Handling, Tracking
and Response


 



    	 



    	 



    

 


 


 


		A.	SVHC
                                                                                                 will implement procedures to
                                                                                                 identify and respond to suspected
                                                                                                 or verified security incidents;
                                                                                                 mitigate to the extent practical,
                                                                                                 harmful effects of security incidents
                                                                                                 that are known to SVHC Information
                                                                                                 Services; and document security
                                                                                                 incidents and their outcomes.



 


		B.	Any
                                                                                                 known security incidents that
                                                                                                 may impact SVHC or its affiliates
                                                                                                 must be reported to the Information
                                                                                                 Security Officer as soon as possible.



 


		C.	Documentation
                                                                                                 of each incident must be maintained
                                                                                                 for a period required by local,
                                                                                                 state and federal regulations.



 


XIII. Internet Use


 


		A.	Use
                                                                                                 of the Internet must be conducted
                                                                                                 in a professional, ethical manner
                                                                                                 and in accordance with the SVHC
                                                                                                 and Ascension Health Standards
                                                                                                 of Conduct.



 


		B.	Use
                                                                                                 of the Internet that would violate
                                                                                                 any local, state, or federal
                                                                                                 law is strictly prohibited.



 


		C.	Downloading
                                                                                                 of applications, files or software
                                                                                                 must adhere to SVHC policies.



 


XIV. Malicious Software / Anti-virus


 


		A.	SVHC
                                                                                                 will deploy and maintain a
                                                                                                 current up-to-date anti-virus
                                                                                                 solution in their environments.



 


		B.	With
                                                                                                 the exception of authorized security
                                                                                                 testing, any intentional creation
                                                                                                 or deployment of malicious software
                                                                                                 on a SVHC and/or affiliates electronic
                                                                                                 device is prohibited.



 


		C.	Any
                                                                                                 electronic devices (including
                                                                                                 medical devices) that are susceptible
                                                                                                 to malicious code attacks must
                                                                                                 be protected or be isolated from
                                                                                                 the SVHC devices.



 


		D.	Infected
                                                                                                 devices that have the potential
                                                                                                 to infect other devices must
                                                                                                 be immediately removed or isolated
                                                                                                 from the network until they are
                                                                                                 verified as virus-free and have
                                                                                                 been updated with current security
                                                                                                 fixes and/or patches.



 


XV. Media Disposal &
Re-use


 


		A.	Any
                                                                                                                   individual
                                                                                                                   responsible
                                                                                                                   for the disposal
                                                                                                                   or redeployment
                                                                                                                   of electronic
                                                                                                                   devices or
                                                                                                                   media that
                                                                                                                   contain ePHI
                                                                                                                   or other sensitive,
                                                                                                                   confidential,
                                                                                                                   or protected
                                                                                                                   data must be
                                                                                                                   done in a manner
                                                                                                                   that ensures
                                                                                                                   that data cannot
                                                                                                                   be recreated
                                                                                                                   or recovered.



 


XVI. Mobile Device
Security


 


		A.	The
                                                                                                  individual in possession of
                                                                                                  a mobile device that contains
                                                                                                  SVHC data is responsible for
                                                                                                  ensuring the physical security
                                                                                                  of that device.



 


		B.	Individuals
                                                                                                  must take appropriate measures
                                                                                                  to prevent unauthorized access
                                                                                                  to mobile devices that contain
                                                                                                  SVHC data.



 



    	 



    	 



    

 


 


 


		C.	All
                                                                                                 mobile devices must utilize access
                                                                                                 management procedures as defined
                                                                                                 in the SVHC Information Services
                                                                                                 Remote Access policy.



 


		D.	When
                                                                                                 exchanging data between mobile
                                                                                                 devices, precautions must be
                                                                                                 taken to ensure the integrity
                                                                                                 and confidentiality of the information
                                                                                                 being exchanged.



 


XVII. Perimeter Defense


 


		A.	Any
                                                                                                 individual connecting an SVHC
                                                                                                 network device to a public network
                                                                                                 is required to deploy a firewall
                                                                                                 or similar perimeter defense
                                                                                                 system.



 


		B.	Firewall
                                                                                                 devices must be configured to
                                                                                                 grant access to the SVHC network
                                                                                                 based on least privilege / minimum
                                                                                                 necessary information requirements.



 


		C.	Periodic
                                                                                                 maintenance and review of firewall
                                                                                                 configurations (including rule
                                                                                                 sets) and vulnerability testing
                                                                                                 must be conducted to ensure continued
                                                                                                 protection.



 


		D.	Any
                                                                                                 individual with a non-owned/non-supported
                                                                                                 device, or modality, is prohibited
                                                                                                 from attaching to an SVHC network
                                                                                                 port or wireless access point
                                                                                                 without proper authorization
                                                                                                 from Senior IT Management.



 


		E.	Once
                                                                                                 deployed, firewall device access
                                                                                                 logs must remain on file for
                                                                                                 an appropriate pre-determined
                                                                                                 timeframe and be reviewed on
                                                                                                 a periodic basis.



 


		F.	With
                                                                                                 the exception of authorized security
                                                                                                 testing, any attempt to circumvent
                                                                                                 the SVHC firewalls or other perimeter
                                                                                                 defenses is prohibited.



 


XVIII. Remote Access


 


		A.	All
                                                                                                remote access requests must follow
                                                                                                the procedures outlined by SVHC
                                                                                                access approval process.



 


		B.	Establishing
                                                                                                a remote connection to or through
                                                                                                an SVHC network from a public
                                                                                                network requires the use of an
                                                                                                approved secure remote access
                                                                                                method.



 


		C.	With
                                                                                                the exception of authorized security
                                                                                                testing, any attempt to bypass
                                                                                                information systems security measures
                                                                                                and/or any activities involving
                                                                                                the compromise of information
                                                                                                systems security measures is prohibited.



 


		D.	Anyone
                                                                                                given remote access privileges
                                                                                                to the SVHC network must only
                                                                                                access the applications, systems
                                                                                                and/or electronic data as defined
                                                                                                in an approved access request.
                                                                                                Any unauthorized attempt to access
                                                                                                applications, systems and/or electronic
                                                                                                data is prohibited.



 


		E.	Remote
                                                                                                access users must follow the access
                                                                                                management procedures as defined
                                                                                                in the SVHC Information Services
                                                                                                Remote Access policy.



 



    	 



    	 



    

 


 


 


		F.	All
                                                                                                                   point-to-point
                                                                                                                   connections
                                                                                                                   must connect
                                                                                                                   through a SVHC
                                                                                                                   perimeter security
                                                                                                                   device.



 


XIX. Risk Analysis & Risk Management


 


		A.	SVHC
                                                                                                will perform a periodic risk analysis
                                                                                                that identifies all known risks
                                                                                                associated with their systems
                                                                                                containing ePHI and other confidential
                                                                                                information.



 


		B.	After
                                                                                                identifying the risks associated
                                                                                                with the systems, SVHC will develop,
                                                                                                document and implement a risk
                                                                                                management program that either
                                                                                                identifies strategies to mitigate
                                                                                                these risks or documents the justification
                                                                                                on why these risks are being accepted.



 


X.X. Sanctions


 


		A.	SVHC
                                                                                                associates that do not adhere
                                                                                                to SVHC and Ascension Health policies
                                                                                                will be subject to disciplinary
                                                                                                actions as defined in SVHC Administrative
                                                                                                Policies 15.10 and 15.11 - Human
                                                                                                Resources corrective action /
                                                                                                sanction policies.



 


XXI. Security Awareness & Training


 


		A.	St.
                                                                                                Vincent will implement a security
                                                                                                awareness and training program
                                                                                                for all members of its workforce.



 


XX11. Terminations & Transfers


 


		A.	All
                                                                                                system or application owners and
                                                                                                administrators providing or controlling
                                                                                                access to SVHC electronic data
                                                                                                or physical security are responsible
                                                                                                for documenting and following
                                                                                                standards and procedures for terminating,
                                                                                                disabling, and modifying access
                                                                                                of the system(s) or application(s)
                                                                                                they are responsible for. These
                                                                                                responsible parties are accountable
                                                                                                for removing access or changing
                                                                                                access level rights for the terminated
                                                                                                or transferred individual in a
                                                                                                timely manner once notification
                                                                                                of the termination and/or transfer
                                                                                                is received.



 


		B.	Managers/Supervisors
                                                                                                of terminated or transferred associates,
                                                                                                physicians, contractors, volunteers,
                                                                                                etc, must initiate the termination
                                                                                                or transfer request immediately
                                                                                                upon notification of the termination
                                                                                                or transfer or by the effective
                                                                                                date of the termination or transfer.



 


		C.	Managers/Supervisors
                                                                                                must ensure that appropriate access
                                                                                                levels are given to or removed
                                                                                                from individuals they supervise
                                                                                                based on least privileges and
                                                                                                minimum necessary information
                                                                                                requirements.



 


		D.	Managers/Supervisors
                                                                                                are responsible for recovering
                                                                                                1D badges and other SVHC property
                                                                                                (i.e. keys, pagers, cell phones,
                                                                                                laptop PCs, proximity cards, and
                                                                                                other SVHC assigned assets) from
                                                                                                terminated individuals.



 



    	 



    	 



    

 


 


 


		E.	All
                                                                                                termination and transfer requests
                                                                                                are to be considered confidential.
                                                                                                All groups and individuals involved
                                                                                                in the termination/transfer process
                                                                                                must treat all such requests as
                                                                                                confidential.



 


XXIII. Transmission Security


 


		A.	Highly
                                                                                                 sensitive data, including ePHI,
                                                                                                 transmitted over public networks
                                                                                                 must be protected against unauthorized
                                                                                                 access. When appropriate, mechanisms
                                                                                                 to encrypt and verify the integrity
                                                                                                 of highly sensitive data must
                                                                                                 be implemented.



 


		B.	Sensitive
                                                                                                 data, including ePHI, transmitted
                                                                                                 over public networks must use
                                                                                                 any of the listed methods to
                                                                                                 ensure the integrity of the data
                                                                                                 and protect against unauthorized
                                                                                                 access. The recommended methods
                                                                                                 are IPSEC, ESP, MD5, SHA I, 3DES,
                                                                                                 HMAC or AES; other methods may
                                                                                                 be used with the approval of
                                                                                                 the Information Security Officer
                                                                                                 (ISO).



 


XXIV. Vulnerability Management


 


		A.	SVHC
                                                                                                  will implement a process and
                                                                                                  procedures for identifying IT
                                                                                                  security vulnerabilities; determining
                                                                                                  their applicability within the
                                                                                                  infrastructure; defining an
                                                                                                  appropriate response; and implementing
                                                                                                  corrective action. The goal
                                                                                                  of this process is to prevent
                                                                                                  exposures to the SVHC environment
                                                                                                  caused by allowing vulnerabilities
                                                                                                  to go unmanaged.



 


XXV. Wireless Access


 


		A.	Any
                                                                                                 individual using a wireless device
                                                                                                 is prohibited from attaching
                                                                                                 the device to any SVHC wireless
                                                                                                 network without proper authorization
                                                                                                 from the Director of Information
                                                                                                 Technology or his designate.



 


		B.	All
                                                                                                 wireless access to the SVHC network
                                                                                                 must use strong passwords and
                                                                                                 encryption methods.



 


		C.	With
                                                                                                 the exception of authorized security
                                                                                                 testing, any attempt to circumvent
                                                                                                 the SVHC wireless security systems
                                                                                                 for wireless access to or though
                                                                                                 the SVHC network is prohibited.



 


XXVI. Workstation/Printer Use &
Security


 


		A.	Physical
                                                                                                  safeguards that restrict access
                                                                                                  to authorized users must be
                                                                                                  implemented for all workstations
                                                                                                  that access ePHI.



 


		B.	Placement
                                                                                                  of all workstations and printers
                                                                                                  accessing and/or printing PHI/ePHI
                                                                                                  should be in areas that are
                                                                                                  away from the general public
                                                                                                  whenever possible so that unauthorized
                                                                                                  individuals cannot readily read
                                                                                                  nor have access to ePHI.



 


		C.	Any
                                                                                                  stationary computer screens
                                                                                                  that display ePHI within clear
                                                                                                  view of unauthorized individuals
                                                                                                  must be equipped with privacy
                                                                                                  screens.



 


		D.	Documents
                                                                                                  containing PHI or other sensitive
                                                                                                  information must be removed
                                                                                                  from printers and fax machines
                                                                                                  in a timely manner to avoid
                                                                                                  any possible unauthorized viewing.



 



    	 



    	 



    

 





 


		E.	Workstations
                                                                                                in areas that are vulnerable to
                                                                                                theft must be protected using
                                                                                                appropriate protection procedures
                                                                                                and/or anti-theft technologies.



 


		F.	All
                                                                                                users are prohibited from installing
                                                                                                unlicensed software on any SVHC
                                                                                                system or device.



 



    	 



    	 



    

 





 


EXHIBIT G


 


Ascension
Health Vendor Access Policy


Purpose:


 


The purpose of this policy is to
set forth guidelines for relationships with Health Care Industry Representatives (HCIR). Ascension Health desires to provide a
safe and effective environment for patients, associates, physicians and other allied health professionals, while complying with
regulatory guidelines. This Vendor Access Policy is part of a continual processes improvement towards that end.


 


Objectives:


a.To establish a
structured system throughout Ascension Health for education, training, and introduction of products, procedures, techniques, technology,
and equipment to our associates and physicians.


 


b.Define conditions
and requirements HCIRs must abide by to provide training, knowledge transfer, expertise, products and/or services within Ascension
Health facilities.


 


Definitions:


Ascension Health:
This term will be used throughout this document and is intended to include Ascension Health as a multi-hospital health system,
each of our Health Ministries and/or individual locations dependent on the context of its use.


 


Associate(s):
Includes practicing health care professionals and employees working at Ascension Health facilities.


 


Supply Chain Lead:
An Ascension Health Associate responsible for managing vendors within the Health Ministry or facility.





Vendor Credentialing
Service (VCS): VCS is the Ascension Health contracted vendor management/vendor credentialing system.


 


Health Care Industry
Representative (HCIR): This is an industry accepted term used to refer to a sales or service professional that represents
a company or companies to Ascension Health associate(s) including: physicians, nurses, buyers, purchasing agents, executives and
other associates that may be general users or influencers of the company's product. HCIRs represent manufacturers, distributors,
service companies, and other organizations. HCIRs generate sales, manage contracts, provide quotes, demonstrate products, make
repairs, consult, and perform many other duties generally associated with representing their company. For the purposes of this
policy, three (3) classifications of HCIRs are defined:


 


Classification
1: Non-clinical, Credentialed, Health Care Industry Representatives: HCIRs that do not serve primarily in clinical support
roles but engage Ascension Health associates in a manner that requires some level of credentialing.


 


Classification 2:
Clinical, Credentialed, Health Care Industry Representatives:  HCIRs that may serve in clinical support roles. The roles of
these HCIRs require them to typically work in patient care areas, and/or provide assistance to or consult with patient care associates.


 


Classification 3:
Non-Credentialed Representatives: These representatives are typically delivery personnel or visiting administration. This
classification will be utilized on an exception only basis.


 



    	 



    	 



    

 





 


Ascension Health's selected vendor
credentialing system, VCS, further defines classifications by access levels. The VCS level definitions incorporate contracted
personnel. (See addendum A)


 


Policy


 


Key points and rules


 


		a.	It
                                                                                                is the responsibility of each
                                                                                                HCIR to properly register with
                                                                                                VCS and be credentialed at the
                                                                                                appropriate VCS Level for access
                                                                                                to Ascension Health facilities
                                                                                                and personnel.



 


		b.	HCIRs
                                                                                                will not be provided free or unlimited
                                                                                                access to any floor, area, suite,
                                                                                                or operating room within Ascension
                                                                                                Health. No standing appointments
                                                                                                are permitted. HCIRs will only
                                                                                                be permitted to meet with associates
                                                                                                in the Supply Chain Department.
                                                                                                Access to Ascension Health non-supply
                                                                                                chain personnel will only be permitted
                                                                                                through VCS scheduling with approval
                                                                                                of the Supply Chain Lead.



 


		c.	HCIRs
                                                                                                must bring any instrument and/or
                                                                                                implant to the sterile processing
                                                                                                department for wrapping and sterilizing
                                                                                                24 hours in advance of procedure.
                                                                                                Flash sterilization is prohibited
                                                                                                except in the event of an emergency.



 


		d.	Any
                                                                                                HCIR seeking access to an Ascension
                                                                                                Health Ministry for the purpose
                                                                                                of performing maintenance services
                                                                                                must have an appointment, scheduled
                                                                                                at least thirty (30) days in advance,
                                                                                                with the Supply Chain Lead, or
                                                                                                his or her designee.



 


		e.	HCIRs
                                                                                                are not permitted access to any
                                                                                                operating room or surgical suite
                                                                                                within Ascension Health without
                                                                                                written request from a physician.
                                                                                                Such request must specify and
                                                                                                demonstrate a critical clinical
                                                                                                need for the presence of the representative



 


		f.	In-services
                                                                                                will require authorization from
                                                                                                the Supply Chain Lead. HCIRs will
                                                                                                schedule an in-service at least
                                                                                                30 days in advance with the Supply
                                                                                                Chain Office. All in-services
                                                                                                will be conducted in the Supply
                                                                                                Chain Department or designated
                                                                                                education area.



 


a.
All associates attending in-services will be provided CEUs by the HCIR's education department and the appropriate accrediting
organization.


 


		g.	Any
                                                                                                distribution of samples and literature
                                                                                                shall be coordinated and arranged
                                                                                                through the Supply Chain Lead.



 


		h.	HCIRs
                                                                                                are strictly prohibited from providing
                                                                                                demonstration model or loaner
                                                                                                equipment to Ascension Health
                                                                                                without having submitted a proposal
                                                                                                for such equipment to the Supply
                                                                                                Chain Lead and having received
                                                                                                a zero dollar purchase order for
                                                                                                such equipment prior to its arrival
                                                                                                on the premises. All equipment
                                                                                                brought in for demonstration/evaluation
                                                                                                must have a safety check completed
                                                                                                by biomedical engineering before
                                                                                                the equipment can be used at Ascension
                                                                                                Health.



 


		i.	Vendor
                                                                                                Products and/or services not expressly
                                                                                                included within a contract executed
                                                                                                between Ascension Health, one
                                                                                                of its Health Ministries, or a
                                                                                                designated GPO, vendor or product
                                                                                                for which no purchase order was
                                                                                                issued in advance (collectively
                                                                                                referred to herein as "off
                                                                                                contract products") may not
                                                                                                be introduced or provided to the
                                                                                                members of the medical staff or
                                                                                                associates of Ascension Health
                                                                                                for use. Any off contract products
                                                                                                that are provided to and used
                                                                                                by associates in violation of
                                                                                                Ascension Health policy shall
                                                                                                be deemed vendor donated product.
                                                                                                Vendor shall not invoice for,
                                                                                                nor receive any reimbursement
                                                                                                for such off contract product
                                                                                                from Ascension Health.



 



    	 



    	 



    

 





 


		a.	Ascension
                                                                                                Health recognizes that there may
                                                                                                be instances where patient care
                                                                                                dictates use of an off contract
                                                                                                product. In such rare circumstances,
                                                                                                the Health Ministry physician
                                                                                                requesting use of the off contract
                                                                                                product, with assistance from
                                                                                                the HCIR, may apply for an exception
                                                                                                to the off contract product policy.
                                                                                                Please be aware that the exception
                                                                                                process is time consuming and
                                                                                                may take up to one hundred and
                                                                                                eighty (180) days to resolve.



 


		j.	Ascension
                                                                                                 Health initiates business with
                                                                                                 vendors by seeking bids or proposals
                                                                                                 from potential sources and awards
                                                                                                 contracts based on a variety
                                                                                                 of criteria. Copies of bids,
                                                                                                 quotations, special offers, etc.
                                                                                                 must only be submitted to Ascension
                                                                                                 Health Supply Chain or the Health
                                                                                                 Ministry's Supply Chain Leader
                                                                                                 regardless of the original requestor.



 


		k.	Vendors
                                                                                                 shall submit all product recall
                                                                                                 notices to the Supply Chain Leads
                                                                                                 and to the attention of the appropriate
                                                                                                 hospital department designee
                                                                                                 within three days of notice.
                                                                                                 Please refer to Health Ministry's
                                                                                                 specific protocol.



 


		l.	HCIRs
                                                                                                                   are not permitted
                                                                                                                   to take still
                                                                                                                   or video pictures
                                                                                                                   within the
                                                                                                                   hospital without
                                                                                                                   prior authorization
                                                                                                                   from Ascension
                                                                                                                   Health's legal
                                                                                                                   department.



 


		m.	Gifts
                                                                                                                   and/or gratuities
                                                                                                                   of any kind
                                                                                                                   are prohibited.
                                                                                                                   Displays and
                                                                                                                   food items
                                                                                                                   are also prohibited
                                                                                                                   unless formally
                                                                                                                   approved by
                                                                                                                   the Supply
                                                                                                                   Chain Lead.
                                                                                                                   Approval shall
                                                                                                                   be provided
                                                                                                                   on an exception
                                                                                                                   only basis.



 


Before Arriving


 


a.
HCIRs must log in to VCS and generate an appointment request prior to each requested appointment. All vendor appointment requests
will be reviewed by the Supply Chain Lead through the use of the VCS tool. Information required of vendor for successful appointment
request will minimally include:


 


		i.	Date
                                                                                                                    of HCIR visit



 


		ii.	Purpose
                                                                                                                     of the visit



 


		iii.	HCIR
                                                                                                                      destination
                                                                                                                      at the facility



 


		iv.	Time
                                                                                                                     of entry
                                                                                                                     to the facility



 


		v.	Time
                                                                                                                    of exit from
                                                                                                                    the facility
                                                                                                                    by the HCIR



 


b.
No HCIRs shall be given access to Ascension Health without the successful completion of the Ministry's vendor credentialing program
and strict continued compliance to Ascension Health rules, standards, policies, and procedures.


 


c. HCIRs
visiting Ascension Health must have an approved appointment prior to arrival on the premises.


 


d. HCIRs
must review Ascension Health parking policies for any visit.


 


Upon
Arrival 


 


		a.	HCIRs
                                                                                                must comply with Ascension Health
                                                                                                parking policies.



 


		b.	A
                                                                                                vendor credentialing system will
                                                                                                usually be located in the Supply
                                                                                                Chain Department, which may be
                                                                                                at a different location than the
                                                                                                main campus. An additional system
                                                                                                with limited access will also
                                                                                                be located in the Operating Room.



 



    	 



    	 



    

 





 


		c.	HCIRs
                                                                                                must register in at Ascension
                                                                                                Health's designated VCS access
                                                                                                point in Supply Chain or, when
                                                                                                circumstance permits, near the
                                                                                                operating room to receive their
                                                                                                time/date sensitive identification
                                                                                                for the appointment.



 


		d.	HCIRs
                                                                                                are required to wear at all times
                                                                                                the time stamped badge while on
                                                                                                the Ascension Health Campus.



 


While at the
Ascension Health facility


 


		a.	HCIR
                                                                                                 is required to wear the time
                                                                                                 sensitive badge generated by
                                                                                                 the VCS system throughout their
                                                                                                 visit to the facility.



 


		b.	Category
                                                                                                 2 HCIRs are required to comply
                                                                                                 with department specific policies.



 


		c.	Medical
                                                                                                 staff, house staff, other associates,
                                                                                                 and visitors shall not be approached
                                                                                                 on the Ascension Health premises
                                                                                                 outside of Supply Chain. HCIR
                                                                                                 activities outside of approved
                                                                                                 appointments are prohibited.



 


Before
Leaving


 


a.
HCIRs must log out at a VCS access point at the conclusion of each scheduled appointment.


  


Non-Compliance
Ramifications


  


a. HCIR
non-compliance to this policy will result in the following consequences:


 


		i.	First
                                                                                                 Violation: Supply Chain Lead
                                                                                                 will notify Ascension Health
                                                                                                 Regional Supply Chain Officer
                                                                                                 and the System Office of HCIR
                                                                                                 non compliance of policy. HCIR
                                                                                                 will be placed on probation for
                                                                                                 30 days during which time they
                                                                                                 will not be able to conduct business
                                                                                                 at any Ascension Health facility.



 


		ii.	Second
                                                                                                  violation: HCIR will be suspended
                                                                                                  from further business with Ascension
                                                                                                  Health.



 


iii.Repeated
violations by multiple HCIRs from the same company will result in all HCIRs from that company being banned for a period of one
year from all Ascension Health facilities, or indefinitely if warranted.


 


b.
Based on the severity of the violation, the Supply Chain Lead may determine an immediate suspension is warranted. Any HCIR found
in the violation of this policy or found to be inappropriately visiting a Health Ministry location may be charged with trespassing
regardless of the number of violations.


HCIR
signature/VCS acknowledgment of policy


 


I HAVE READ AND
UNDERSTAND THE ABOVE REQUIREMENTS AND AGREE TO THE TERMS STATED THEREIN.


 


SIGNATURE: ___________________________________
DATE: ______________________


 


PRINT NAME: __________________________________
POSITION: _______________________________


 


COMPANY: _________________


 



    	 



    	 



    

 





 


Addendum
A to Exhibit G


 


Classification 1: Non-Clinical,
Credentialed, Health Care Industry Representative


 


VCS Level 1 (Red badge): Access
to general hospital areas, non patient care or procedure areas.


Examples: Pharmaceutical representatives
and managers, general medical sales representatives, laboratory representatives, distributor representatives and service technicians.


 


VCS Level 7: (White badge): Reserved
Pharmaceutical representatives that access doctor offices but do not access hospitals. Pharmaceutical representatives that access
hospitals will need to be credentialed as a level 1 vendor. Hospitals often require different policies and credentials.


 


Classification 2: Clinical, Credentialed,
Health Care Industry Representative


 


VCS Level 2: (Blue badge) —
Access to general hospital areas, patient care areas and procedure areas. Examples: Medical device representatives, technicians
and company consultants. The required credentials allow you to be in live procedures.


 


VCS Level 3: (Green badge) —
Access to general hospital areas and patient care areas. Vendor does not have access to procedure areas or live procedures.


 


VCS Level 6: Agency nurses, technicians,
and any contracted representatives that access patient care areas and have patient contact. Health Ministry will require contractor
to provide a competency document.


 


Classification 3: Non-Credentialed
Representatives


 


VCS Level 4: (Yellow badge) —
Administration and Delivery: Administrative and Delivery representatives and GPO representatives that access general hospital
areas. Non vendors.


 


VCS Level 5: (Black badge) —
Facilities Management: Maintenance, design and construction workers that access general hospital grounds


 


VCS Level 8: Representatives that
have access to Protected Health Information (PHI). A Business Associate Agreement (BAA) is required. Examples: IT, Legal, Financial,
Consultants, Interpreters, etc. If accessing remotely you will only need to sign policies.


 



    	 



    	 



    

 





 


EXHIBIT H



Visiting
Vendor Policy


St. Vincent’s
HealthCare


Medical Imaging
Department Policy and Procedure Manual


	Subject:	VENDOR/SERVICE
                           ENGINEER

        VISITOR
        PASSES
	#HR-04


 


	Directive #:	HR.04	 	Present Date:	March 2011
	Original Date:	July 2005	 	Review Date:	February 2012
	Applicable
                                                              To:


SVHC & Affiliated
Companies  £      SVMC   S       SCLM      £      SLH     S       FCPC  £



	 Approval:


  
















POLICY: 


  


Requirement for
service engineers and vendors entering the Medical Imaging Department to have a visitor/vendor badge.


 


PURPOSE: 


 


To identify vendors/contractors
as they provide services in the Medical Imaging Department and to ensure safety of our associates and patients.


 


PROCEDURE:



 


		1.	Vendors
                                                                                                  and engineers scheduled to perform
                                                                                                  service on equipment, have been
                                                                                                  contracted by St. Vincent's/St.
                                                                                                  Luke's to work in the Medical
                                                                                                  Imaging Department, or have
                                                                                                  a scheduled appointment are
                                                                                                  requested to report to the Security
                                                                                                  Department upon their arrival
                                                                                                  at St. Vincent's or St. Luke's.



 


		2.	Security
                                                                                                  will provide the vendor or engineer
                                                                                                  with a badge that must be worn
                                                                                                  while in the Medical Imaging
                                                                                                  Department.



 


		3.	The
                                                                                                  vendor or engineer will be required
                                                                                                  to outline the hours he/she
                                                                                                  plans to be on site and must
                                                                                                  return the badge at the end
                                                                                                  of each day.



 


		4.	If
                                                                                                  the vendor or engineer plans
                                                                                                  to be on site for more than
                                                                                                  one day, the badge must be returned
                                                                                                  before leaving and reissued
                                                                                                  upon arrival the next day.



 


		5.	If
                                                                                                  the vendor or engineer will
                                                                                                  be on-site after normal working
                                                                                                  hours, Security should be notified
                                                                                                  with the name, company, and
                                                                                                  duration of the visit.



 


		6.	A
                                                                                                  vendor must have a scheduled
                                                                                                  appointment with the Director,
                                                                                                  manager, or team leader prior
                                                                                                  to entering the Medical Imaging
                                                                                                  Department.



 



    	 



    	 



    

 


 


 


		7.	Upon
                                                                                                  arrival to the Medical Imaging
                                                                                                  Department, the vendor or engineer
                                                                                                  must check in at the X-Ray waiting
                                                                                                  area in the hospital. The Medical
                                                                                                  Imaging manager or team leader
                                                                                                  will be contacted to escort
                                                                                                  the visitor to the appropriate
                                                                                                  area.
	 	 	 



		8.	No
                                                                                                  vendors will be seen by any
                                                                                                  Medical Imaging staff without
                                                                                                  a pre-scheduled appointment.



 


		9.	Managers
                                                                                                  and Team Leaders are responsible
                                                                                                  for instructing vendors and
                                                                                                  contractors as to the content
                                                                                                  of this policy and all associates
                                                                                                  are responsible for enforcing
                                                                                                  this policy.



 


[END
OF DOCUMENT]


 






    	 



    	 



    
 




 








Exhibit 3


 


 





 









    	 



    	 



    






 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    

 





 



    	 



    	 



    










   


Exhibit 5.1


 


St. Vincent's Medical Center


1 Shircliff Way


Jacksonville, FL 32204


 



    	 



    	 



    

 


Schedule 1


 


The Purchased Services Payment percentage
and pro-rata share for capital expenditures are as follows:


 


	 	
        Purchased Services Payment

        Percentage
	
        Pro-rata Share for

        Capital Expenditures

	 	 	 
	 	*	
        Medical Center *

        JGKE *



 



    	 



    	 



    

 


Attachment 1


 


Physician Acknowledgement


 


I, Paul Ossi, M.D.,
as an (direct or indirect) owner or investor in JGKE, hereby represent and warrant that during the term of this Agreement, pursuant
to the federal Stark Law, I will not (i) "refer" to Medical Center for any "designated health services," including
but not limited to laboratory, radiology, radiation therapy, and inpatient/outpatient hospital services, and/or (ii) direct any
other physician to make a "referral" to Medical Center, and/or (iii) control the "referrals" of any other physician
to Medical Center. For purposes of the Stark Law, I agree and acknowledge that the term "referral" does not include a
request by a radiation oncologist for radiation therapy or ancillary services necessary for, and integral to, the provision of
radiation therapy, if the request results from a "consultation" initiated by another physician; and (ii) the tests or
services are furnished by or under the supervision of radiation oncologist or another radiation oncologist in the same group practice.
I further understand and acknowledge that a "consultation" means a professional service furnished to a patient by a physician
if the following conditions are satisfied: (i) the physician's opinion or advice regarding evaluation or management or both of
a specific medical problem is requested by another physician; (ii) the request and need for the consultation are documented in
the patient's medical record; and (iii) after the consultation is provided, the physician prepares a written report of his or her
findings, which is provided to the physician who requested the consultation. With respect to radiation therapy services provided
by a radiation oncologist, I understand and acknowledge that a course of radiation treatments over a period of time will be considered
to be pursuant to a consultation, provided that the radiation oncologist communicates with the referring physician on a regular
basis about the patient's course of treatment and progress.


 


	 	Paul Ossi, M.D.
	 	 
	 	Signed:  /s/ Paul Ossi, M.D.
	 	Date:     8/8/11


 



    	 



    	 



    

 


Attachment 1


 


Physician Acknowledgement


 


I, Scot N. Ackerman,
M.D., as an (direct or indirect) owner or investor in JGKE, hereby represent and warrant that during the term of this Agreement,
pursuant to the federal Stark Law, I will not (i) "refer" to Medical Center for any "designated health services,"
including but not limited to laboratory, radiology, radiation therapy, and inpatient/outpatient hospital services, and/or (ii)
direct any other physician to make a "referral" to Medical Center, and/or (iii) control the "referrals" of
any other physician to Medical Center. For purposes of the Stark Law, I agree and acknowledge that the term "referral"
does not include a request by a radiation oncologist for radiation therapy or ancillary services necessary for, and integral to,
the provision of radiation therapy, if the request results from a "consultation" initiated by another physician; and
(ii) the tests or services are furnished by or under the supervision of radiation oncologist or another radiation oncologist in
the same group practice. I further understand and acknowledge that a "consultation" means a professional service furnished
to a patient by a physician if the following conditions are satisfied: (i) the physician's opinion or advice regarding evaluation
or management or both of a specific medical problem is requested by another physician; (ii) the request and need for the consultation
are documented in the patient's medical record; and (iii) after the consultation is provided, the physician prepares a written
report of his or her findings, which is provided to the physician who requested the consultation. With respect to radiation therapy
services provided by a radiation oncologist, I understand and acknowledge that a course of radiation treatments over a period of
time will be considered to be pursuant to a consultation, provided that the radiation oncologist communicates with the referring
physician on a regular basis about the patient's course of treatment and progress.


 


	 	Scot N. Ackerman, M.D.
	 	 
	 	Signed:  /s/ Scot N. Ackerman, M.D.
	Date:       8/8/11


 



    	 



    	 



    

 


Attachment 2


 


Purchase
and License Agreement


 


EXHIBIT C

TERMS AND CONDITIONS FOR HARDWARE


 


C 1. Definitions. The following terms used in this Agreement
shall have the meaning set forth below:


C 1.1 "Contractual Delivery Date" means the date provided
by Supplier at a reasonable time before Delivery specifying the date for delivery.


 


C 1.2 "Requested Delivery Date" means the tentative
date of delivery of Hardware as requested by Customer in the Cover Page.


C 1.3 "Site Planning Criteria" are the technical data
required for installation of the Hardware set forth in general terms in the site planning criteria (if any) provided by Supplier
separately.


 


 



    	 



    	 



    

 


Purchase
and License Agreement


 


C 8.     Warranty.


C 8.1    Supplier warrants that the Hardware
will perform in accordance with the Scope of Supply and the Hardware will be free from defects in design, materials, and workmanship
which result in non-compliance with the Scope of Supply for a period of twelve (12) months from:


(a)      the date that the Acceptance Test Protocol
has been successfully completed in accordance with this Agreement;


(b)      if no Acceptance Test Protocol has been
designated by Supplier, the Delivery of the Hardware;


(c)      in case of deferred installation, the date
as per 6.1 (e).


 


C 8.2 Notwithstanding the foregoing, Supplier's warranty does
not cover:


(a)      defects arising out
of materials or parts provided, modified or designed by the Customer;


(b)      preventative maintenance;


(c)      defects emanating
from the Customer's improper performance of this Agreement or improper use or maintenance of the Hardware;


(d)      normal deterioration,
decay or wear and tear;


(e)      storage or environmental
conditions at the Site that induce premature failure;


(f)      defects resulting
from repairs or service of the Hardware supplied by other than by Supplier or its authorized representative; or


(g)      Deliverables
other than Hardware.


 



    	 



    	 



    

 


Purchase
and License Agreement


 


C 8.3 In the event that the Hardware or
any part or component thereof shall fail to conform to the warranty, Supplier shall (or cause one of its Affiliates to) promptly
repair or replace, at its option and at its expense, the defect in the Hardware or component thereof. Repair or replacement parts
furnished or work performed under this warranty shall be warranted for:


(a)    the remainder of the original
Warranty Period; or


(b)    for a period of ninety (90)
days from and after the date of such repair or replacement.; whichever period of (a) and (b) that is the longer period.


 


C 8.4 The defective Hardware or part thereof
which is replaced in accordance with this warranty shall be the property of Supplier. Supplier may, at its sole discretion replace
parts with refurbished or modified parts of equal quality as the original parts.


 


C 8.5 In order to avail itself of its rights under this warranty,
the Customer shall immediately notify Supplier in writing during the Warranty Period of any defects that appear under the warranty
and shall give Supplier every opportunity of inspecting and remedying such defects.


 



    	 



    	 



    

 


Purchase
and License Agreement


 


EXHIBIT D


TERMS AND CONDITIONS FOR SOFTWARE


 


D 1. Definitions. The following terms used in this Agreement
shall have the meaning set forth below:


D 1.1 "Designated Equipment"
means collectively the designated network and authorized workstation terminals, including but not limited to desktops, laptops,
and/or PDAs operated by or associated with the Customer and/or as identified in the Scope of Supply.


 


D 1.2 "Documentation" means the specifications and
other documentation relating to the use and performance of the Software (if any), provided by Supplier, in effect at the time such
Software is licensed by the Customer.


 


D 1.3 "License Fee(s)" means the price for the Software
license(s), if any, as specified in the Scope of Supply for the Software.


 



    	 



    	 



    

 


Purchase
and License Agreement


 


D 5. Warranty.


D 5.1 Supplier warrants that the Software will perform substantially
as described in the Documentation for a period of twelve (12) months from:


(a)     the date that the
Acceptance Test Protocol has been successfully completed in accordance with the terms of this Agreement; or


(b)     if no Acceptance
Test Protocol has been designated by Supplier for the Software, from the date of its acceptance in accordance with the acceptance
procedure for Software described in 8.2 of these Terms and Conditions for Software.


 


D 5.2 Notwithstanding the foregoing, Supplier's warranty does
not cover:


(a)     defects arising out
of unauthorized repair, alteration or modification;


(b)    defects emanating
from improper application, the Customer's improper performance of this Agreement, improper installation, installation and operation
on other equipment than Designated Equipment;


(c)     accidental damage,
negligence in use, improper storage, electrical power damage, Deliverables malfunction; abnormal operating conditions; or


(d)     Deliverables other
than Software.


 


D 5.3 In the event that the Software shall
fail to conform with the warranty, Supplier's sole liability to the Customer (subject to section D 5.4 below) shall be to (or cause
one of its Affiliates to) provide such assistance as is necessary to cause the Software to perform substantially in accordance
with Supplier's Documentation by providing a suitable "fix," "patch," or "work around" for the problem
or a statement that an appropriate "fix" will be included in a future release of the Software, the time period within
which the release is expected to be issued and a commitment to provide the release at no cost to the Customer.


 


D 5.4 If Supplier is unable, after reasonable
effort, to cause the Software to perform substantially in accordance with the Documentation, then this Agreement may be terminated
with respect to the Software at the option of either Party hereto without further obligation or liability and such termination
shall (subject to section D 5.5 below) be the Customer's exclusive remedy and Supplier's sole liability in connection with the
failure to remedy the breach of warranty.


 


D 5.5 In the event of termination during
the warranty period as per section D 5.4 above, Supplier shall refund to the Customer all License Fee paid by the Customer for
the affected Software. No refund shall be made if the License Fee is included in the Scope of Supply for the Hardware.


 


D 5.6 In order to avail itself of its rights
under this warranty, the Customer shall immediately notify Supplier in writing during the Warranty Period of any defects that appear
under the warranty, adequately describe any such failure encountered by the Customer and shall give Supplier every opportunity
of inspecting and remedying such defects.


 


D 5.7 Supplier does not warrant that any Software is error-free
or that its use will be uninterrupted.


 


D 5.8 Supplier shall not be obligated to
remedy any Software defect which cannot be adequately repeated. Further in the event the Supplier spends time looking for a defect
that cannot be found/repeated it shall be entitled to charge the Customer for the time spent at its list price in force at that
time for such services.


 


D 6. DISCLAIMER OF WARRANTY.


D 6.1 EXCEPT AS EXPRESSLY PROVIDED IN SECTION
5. ABOVE, THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT ANY OTHER WARRANTY WHATSOEVER. ALL IMPLIED WARRANTIES; INCLUDING IMPLIED
WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.


 



    	 



    	 



    

 


Purchase
and License Agreement


 


EXHIBIT F


TERMS AND CONDITIONS FOR SERVICES


 


F 1. Definitions. The following terms used in this Agreement
shall have the meaning set forth below:


 


F 1.1 "Hardware Maintenance and Support Service Fee"
means the Supplier's price for the Services for the Hardware. The Hardware Maintenance and Support Service Fee for the current
year is specified in the Cover Page.


 


F 1.2 "Service Fee" means individually or collectively
the fee for Hardware Maintenance and Support Service and/or Software Maintenance and Support Service.


F 1.3 "Software Maintenance and Support Service Fee"
means the Supplier's price for the Services for the Software. The Software Maintenance and Support Service Fee for the current
year is specified in the Cover Page.


 



    	 



    	 



    

 


Purchase
and License Agreement


 



    	 



    	 



    

 


Purchase
and License Agreement


 


F 8. Warranties.


F 8.1 Supplier warrants that the Services will be carried out
in a competent and professional manner and with all reasonable care and skill.


 


F 8.2 Supplier warrants that all replacement
parts installed outside of the original Hardware warranty issued by Supplier are covered by a 90-day parts only warranty unless
otherwise stated. Any replacement parts installed within the original Hardware warranty provided by Supplier are covered for the
reminder of the Hardware warranty for both parts and labor.


 


F 8.3 Supplier reserves the right to replace
any spare parts with new, modified or refurbished parts of substantially equal quality as the original parts in the course of providing
the Services and any defective part which is replaced when providing the Services shall be the property of Supplier if Supplier
so requests.


 


F 8.4 To the extent the Services specified
in the Scope of Supply includes that the Hardware and/or Software shall perform substantially in accordance with its Scope of Supply
and/or Documentation, whichever is applicable, and if Supplier is unable, after reasonable effort, to cause the Hardware and/ or
Software subject to the Services to perform substantially in accordance with its Scope of Supply and/or Documentation, whichever
is applicable, then the Services may be terminated with respect to the Hardware and/ or Software so affected at the option of either
Party hereto without further obligation or liability. Such termination shall be the Customer's exclusive remedy and Supplier's
sole liability in connection with the Services related to any such Hardware and/or Software.


 


F 8.5 Supplier shall not be obligated to remedy any Hardware
and/or Software defect, failure, or error that cannot be adequately repeated.


 


F 8.6 New software products are not included in Supplier's standard
Services and will be offered by Supplier to the Customer at Supplier's then current published prices and on such other terms and
conditions as are acceptable to Supplier.