INCORPORATED
CYBERHEART
By:
By:
Print Name
Print Name:
Title
Title:
Date:
Date:
The undersigned acknowledges that the terms and conditions of this Agreement
meet the policies and procedures of Accuray.
Signed:
Dated:
General Counsel, Accuray Incorporated
SIGNATURE PAGE TO INSTALLATION AGREEMENT
F-6
Exhibit G
SERVICE
ACCURAY SHALL BE OBLIGATED TO SERVICE, EITHER DIRECTLY OR THROUGH A THIRD PARTY,
AND PROVIDE TECHNICAL SUPPORT, FOR CYBERHEART PRODUCTS PURSUANT TO THE TERMS AND
CONDITIONS BELOW IN THIS EXHIBIT G ("CYBERHEART SERVICE AGREEMENT"). IF
CYBERHEART ENGAGES ANY THIRD PARTY TO MANUFACTURE A COMPONENT OR COMPONENTS OF A
CYBERHEART PRODUCT PURSUANT TO EXHIBIT E, THEN, TO THE EXTENT NECESSARY,
CYBERHEART SHALL OBLIGATE SUCH THIRD PARTY TO USE REASONABLE COMMERCIAL EFFORTS
TO PROVIDE REASONABLE TRAINING TO ACCURAY WITH RESPECT TO THE SERVICE AND
SUPPORT OF SUCH COMPONENT OR COMPONENTS.
ACCURAY'S OBLIGATIONS TO PROVIDE SERVICE AND SUPPORT SHALL APPLY SOLELY TO THE
VERSIONS OF THE CYBERKNIFE SYSTEM AND CYBERKNIFE COMPONENTS INSTALLED AT THE
TIME ACCURAY INSTALLS THE RELEVANT CYBERHEART PRODUCT.
THE FOREGOING
OBLIGATIONS SHALL TERMINATE WITH RESPECT TO A VERSION OF THE CYBERKNIFE SYSTEM
OR CYBERKNIFE COMPONENT, AS APPLICABLE, FOUR (4) YEARS AFTER THE DATE ON WHICH
ACCURAY UPDATES SUCH VERSION.
ACCURAY'S OBLIGATIONS UNDER THE CYBERHEART SERVICE AGREEMENT SHALL BE SUBJECT TO
CYBERHEART REMAINING CURRENT WITH ALL PAYMENTS THEREIN. UPON ANY DEFAULT BY
CYBERHEART DUE TO FAILURE TO MAKE PAYMENTS, ACCURAY WILL HAVE THE RIGHT, BUT NOT
THE OBLIGATION, TO CONTRACT DIRECTLY WITH THE END-USER FOR INSTALLATION
SERVICES.
Pricing.
The annual fee for the CyberHeart Service Agreement will be the price for
Accuray's then-current full-service, no upgrade service agreement.
As of the
date of this Agreement, that offering is Accuray's "Emerald Elite Service
Agreement" and the list price is *** per year.
Volume Discount.
In the event that multiple CyberHeart Service Agreements are purchased in a one
(1) year period beginning with the Effective Date of this Agreement, Accuray
will offer a volume discount as follows:
Number of CyberHeart Service
Agreements Purchased
% Discount off
List Price
***
***
***
***
***
***
Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [***]. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.
G-1
CyberHeart Service Agreement
1.
Scope of Service.
This Service Agreement
("Agreement") is made by and between ACCURAY INCORPORATED ("Accuray"), a
Delaware corporation, with its principal place of business at 1310 Chesapeake
Terrace, Sunnyvale, CA 94089, and CYBERHEART INCORPORATED ("CyberHeart"), a
Delaware corporation, with its principal place of business at 3270 Alpine Road,
Portola Valley, CA, for Accuray to provide planned maintenance service when
scheduled by Accuray and corrective maintenance service when requested by
CyberHeart to maintain the CyberHeart System installed at
'S ("Customer")
site at
("System") so that
it performs substantially in accordance with the Specifications (User Manuals
and Reference Guides) defined for the System revision as installed and/or
upgraded.
1.1.
Effective Date.
This Agreement shall be effective