Provider's Guide

Provider Signup - Distribution Agreement

In order to distribute the MedKaz to your patients, you must accept the terms of this agreement by clicking "I Agree" and entering your PIN using the controls shown here:

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The text of the Distribution Agreement follows:

MEDKAZ® DISTRIBUTION AGREEMENT

BY ELECTRONICALLY SIGNING THIS AGREEMENT WHERE INDICATED AND SUBMITTING A MEDKAZ DISTRIBUTOR REGISTRATION FORM, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. WE RECOMMEND THAT YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ELECTRONICALLY SIGN THIS AGREEMENT OR SUBMIT A REGISTRATION FORM TO BE A MEDKAZ DISTRIBUTOR.

YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION NAMED IN YOUR REGISTRATION FORM, IF ANY, AND IF SUCH AN ORGANIZATION IS NAMED, SUCH ORGANIZATION SHALL BE DEEMED TO BE THE "DISPENSER" REFERRED TO IN THIS AGREEMENT. IF NO SUCH ORGANIZATION IS NAMED, THEN YOU INDIVIDUALLY SHALL BE DEEMED TO BE THE " DISPENSER".

THIS MEDKAZ DISTRIBUTION AGREEMENT (the "Agreement") is made and entered into as of the date of Dispenser's electronic signature to this agreement and registration as a MedKaz distributor (the "Effective Date"), by and between Health Record Corporation, a Delaware corporation with an address at PO Box 638, Brownsville, Vermont 05037 ("HRC"), and the entity named in the applicable registration form ("Dispenser").

IT IS AGREED as follows:

1. DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings:

“Confidential Information”

shall have the meaning given in Section 8.

"Documentation"

means all MedKaz Device and other documentation and material made available by HRC to Dispenser, whether in written, electronic or other format.

"End User"

means the patient or customer of Dispenser who purchases MedKaz Devices from Dispenser for their personal use.

"Price"

means the list price at which HRC sells the MedKaz to Distributors/Dispensesrs (as amended from time to time by HRC, at its sole discretion, upon ten (10) days written notice to Dispenser). The current list price is set forth on Schedule A hereto.

"MedKaz Device(s)"

means HRC's MedKaz device and applications, as made available by HRC from time to time.

"Term"

shall have the meaning given in Section 11.1 hereof.

"Terms of Sale"

means HRC's then–current standard terms and conditions of sale, delivery and payment (as amended from time to time by HRC, at its sole discretion, upon ten (10) days written notice to Dispenser), the current version of which is attached hereto as Schedule B hereto.



2. APPOINTMENT
• 2.1 Appointment. HRC hereby appoints Dispenser, and Dispenser hereby accepts appointment, as a non–exclusive Dispenser of MedKaz Devices to End Users who are patients of Dispenser's practice. Dispenser shall sell MedKaz Devices exclusively to End Users subject to the terms and conditions of this Agreement and shall not appoint any sub–Dispensers or resellers of the MedKaz Devices for further resale on a stand–alone basis.
• 2.2 Exclusivity.
• 2.2.1 HRC reserves the right to market, distribute, supply or sell the MedKaz Devices, either itself or through any number of third parties, including sales representatives, distributors, OEMs and joint marketers.
• 2.2.2 During the Term, Dispenser shall not (a) develop, promote, offer, sell, deliver, tender, adopt, use or support, itself or through any other party, any patient-focused portable personal health record system (a "Competitive Product""), or (b) upload patient information to a Competitive Product, or (c) enter into an agreement or joint venture with a third party to develop, market, co-market, sell or co-sell Competitive Products.
• 2.3 MedKaz Device Changes. HRC reserves the right to improve or change, modify, add, withdraw or discontinue the MedKaz Devices (or any of them) at any time, and HRC shall not incur any liability thereby or any obligation to provide any improvements to the MedKaz Devices previously purchased and/or sold by Dispenser.
• 2.4 Protected Health Information. The terms of the Health Data Privacy and Security Addendum attached as Schedule C hereto shall apply to all Private Information (as defined on Schedule C) received by HRC in connection with the performance of its obligations hereunder to the extent HRC is deemed to be a "business associate" of Dispenser under the Health Insurance Portability and Accountability Act, as amended from time to time.
3. ORDERING AND TERMS OF SALE; PRIVACY RELEASE
• 3.1 Purchase Orders. Dispenser shall order MedKaz Devices from HRC hereunder by issuing written purchase orders in a form provided by or otherwise acceptable to HRC (each, a "Purchase Order""). All Purchase Orders will be governed exclusively by the terms and conditions of this Agreement and the Terms of Sale, notwithstanding any inconsistent or contradictory terms and conditions contained on any Purchase Orders. HRC shall be under no obligation to supply any MedKaz Devices to Dispenser until it has received and accepted in writing a Purchase Order from Dispenser which complies with this Agreement and the Terms of Sale.
• 3.2 Inventory. Dispenser shall maintain MedKaz Devices in its possession or control sufficient stock to meet its expected patient requirements. Dispenser shall ensure that all MedKaz Devices in its inventory are maintained in good condition. Dispenser shall practice first–in, first–out stocking methods.
• 3.3 Customer Pricing. Dispenser shall be free, in its absolute discretion, to set the prices it charges to its customers for the MedKaz Devices. Unless otherwise agreed to in writing with HRC, Dispenser shall be solely responsible for collecting payment from its customers, and Dispenser's payments to HRC for the MedKaz Devices shall not be dependent on Dispenser's ability to collect from its customers or the timing thereof.
4. MARKETING AND PROMOTION
• 4.1 General. Dispenser shall:
• 4.1.1 comply with all policies and procedures established by HRC from time to time regarding the solicitation and recording of orders, sales promotions, and other matters related to the sales of the MedKaz Devices; and
• 4.1.2 participate as reasonably requested in HRC's promotional and training activities.
• 4.2 Contacts. Each party shall designate a primary contact and a secondary contact to serve as the initial interface with the other party concerning all business, relationship and/or marketing efforts, issues and/or questions concerning the subject matter of this Agreement.
• 4.3 Accuracy of Information. Dispenser shall represent the MedKaz Devices accurately and fairly and at all times avoid misleading or unethical business practices and shall make no claim or representation relating to the performance or functionality of the MedKaz Devices, other than as expressly approved by HRC in writing or expressly set forth in written material of HRC intended for public distribution.
• 4.4 Dispenser Marketing Materials. Dispenser shall provide to HRC copies of all advertising and marketing materials referencing the MedKaz Devices prepared by or for Dispenser prior to the release or use of such materials, for HRC's prior review and approval. All such materials will be in compliance with HRC's then current trademark and copyright notice requirements and Dispenser shall make all reasonable modifications thereto as requested by HRC.
• 4.5 Notifications. Dispenser shall notify HRC of any complaints or claims of any customer or prospective customer which Dispenser receives concerning HRC or the MedKaz Devices and any competitive conditions or customer behavior which may adversely affect the marketability or quality image of HRC or the MedKaz Devices.
• 4.6 Promotion. Dispenser shall sell the MedKaz Devices on its own behalf and not on behalf of, or in the name of, HRC. Dispenser may only describe itself as HRC's "authorized distributor" for the MedKaz Devices. Dispenser shall sell the MedKaz Devices as principal and shall not incur any liability on behalf of HRC. Any representations made or agreements entered into by Dispenser in relation to the MedKaz Devices or otherwise shall be its exclusive responsibility, and Dispenser shall not make any representation or warranty on HRC's behalf to customers or prospective customers of Dispenser.
• 4.7 Compliance with Laws. Dispenser shall conduct itself in a responsible and ethical manner and shall ensure that it conforms with all laws, rules, regulations and statutory requirements existing from time to time in relation to the MedKaz Devices and Dispenser's activities in connection with this Agreement, including without limitation the Health Insurance Portability and Accountability Act, as amended from time to time, and all other applicable privacy laws. Dispenser shall, at its own expense, obtain all necessary permits, consents and licenses necessary or useful for Dispenser to enter into this Agreement and perform its duties hereunder.
• 4.8 Expenses. Dispenser will bear all costs and expenses incurred by it in connection with its practice and the performance of its obligations under this Agreement, and will be solely responsible for the acts and expenses of its employees and agents.
5. AUDIT AND INSPECTION
• 5.1 Record Keeping. Dispenser shall prepare and maintain complete and accurate books and records documenting the marketing, sale and distribution of the MedKaz Devices.
• 5.2 Audits. HRC, or its authorized representatives, shall, on request, be permitted full and immediate access to the facilities, records and books of Dispenser in order to inspect the MedKaz Devices in the possession or control of Dispenser and to verify Dispenser's compliance with the terms and conditions of its appointment as a Dispenser hereunder. Any such audit may be conducted during regular business hours at Dispenser's facilities, with one (1) week's advance notice. Dispenser agrees to provide HRC's designated audit team access to the relevant Dispenser records and facilities. HRC will pay for any such audit, unless the audit reveals a material breach of any provision of this Agreement. In this case, Dispenser shall reimburse HRC for such audit costs.
6. TRAINING AND SUPPORT
• 6.1 Training. HRC shall provide reasonable, initial MedKaz Device training, either in person or remotely, at the discretion of HRC, to a reasonable number of Dispenser's staff in respect of the MedKaz Devices. Such training shall take place at a mutually-agreed time and location.
• 6.2 Support. HRC shall provide support services to Dispenser's staff and patients, either in person or remotely, as such support services are generally made available by HRC to distributors of MedKaz Devices from time to time or as otherwise mutually agreed upon by the parties.
7. INTELLECTUAL PROPERTY
• 7.1 MedKaz Devices. Dispenser agrees that all patent, copyrights, maskwork, trade secret and other intellectual and industrial property rights in the MedKaz Devices and related Documentation are the property of HRC or its licensors, and Dispenser shall obtain no ownership interest therein by virtue of this Agreement. Dispenser shall not reverse engineer any MedKaz Device or otherwise attempt to extract any software or design information from any MedKaz Device.
• 7.2 Markings. Dispenser shall not remove, or allow to be removed, any patent, trademark, copyright, mask work, or other proprietary rights notice placed on the MedKaz Devices or Documentation or any marketing or promotional material provided HRC to Dispenser hereunder.
• 7.3 Trademarks. Dispenser shall not register any trademark, trade name, corporate name, logo, copyright or design of HRC, or anything confusingly similar thereto, anywhere in the world.
• 7.4 No License. Nothing herein shall be deemed to grant, to convey or confer upon Dispenser or Dispenser's customer or any other third party a license, express or implied under any patent rights, copyrights, trademarks, registered designs or other intellectual property rights of HRC or its licensors, including, without limitation, any rights covering or relating to any combination, machine or process in which the MedKaz Devices might be or are used or for any MedKaz Device of which the MedKaz Devices might form part.
8. CONFIDENTIALITY
• 8.1 As used in this Agreement, "Confidential Information" of a party means the confidential and proprietary information disclosed by such party to the other in writing and which is clearly marked as being confidential or proprietary or which a reasonable person familiar with the disclosing party's business would understand to be confidential or proprietary, the protection of which is important to the disclosing party. For the avoidance of doubt, the terms of this Agreement shall be the Confidential Information of HRC.
• 8.2 A party's Confidential Information shall not include information that:
• (a) is or becomes publicly available through no act or omission of the other party;
• (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party;
• (c) is independently developed by the other party without the use or reference to the disclosing party's Confidential Information.
• 8.3 Each party will hold the other party's Confidential Information in confidence and, unless required by law, will not make the other party's Confidential Information available in any form to any third party or use the other party's Confidential Information for any purpose other than to perform its obligations under this Agreement.
• 8.4 Each party shall only permit access to Confidential Information of the other party to those of its Affiliates, employees, officers, or directors or any of their affiliates' employees, officers or directors (collectively, the "Representatives") having a need to know and each party shall be responsible for ensuring that their respective Representatives do not disclose or distribute Confidential Information in violation of the terms of this Agreement.
• 8.5 Following the termination or expiration of this Agreement, each party shall (a) return to the other party all tangible materials containing or including any items of Confidential Information, (b) delete any electronically stored and destroy all tangible materials created by the party receiving such Confidential Information which incorporate or include such Confidential Information, and (c) at the other party's request, shall provide to the other party an affidavit attesting to such return, deletion or destruction.
9. INDEMNIFICATION

Dispenser agrees to defend HRC against, and pay any final judgment awarded against HRC in or payable by HRC in any settlement of, any third party legal action to the extent arising from: (a) any negligent act or omission by, or wilful misconduct of, the employees or agents of Dispenser; (b) any warranty, condition, representation, indemnity or guarantee granted by Dispenser with respect to the MedKaz Devices which is inconsistent with HRC's published Documentation relating thereto, (c) any omission or inaccuracy in Dispenser's statements, warranties, representations, advertisements or promotional materials that relate to the MedKaz Devices, (d) Dispenser's performance of services related to the MedKaz Devices; (e) Dispenser's failure to comply with any applicable law or regulation or (f) any allegations of medical malpractice against Dispenser or any of Dispenser's staff.

10. LIMITATION OF LIABILITY
• 10.1 Limitation of Liability. HRC SHALL NOT BE LIABLE TO DISPENSER UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR: (A) LOSS OF ACTUAL OR ANTICIPATED PROFIT, (B) LOSSES CAUSED BY BUSINESS INTERRUPTION, (C) LOSS OF GOODWILL OR REPUTATION, (D) LOSS OF OR CORRUPTION OF DATA, (E) ANY CLAIM OF MEDICAL MALPRACTICE, (F) THE ACCURACY, COMPLETENESS OR QUALITY OF INFORMATION LOADED ONTO ANY MEDKAZ DEVICE, OR (G) ANY INDIRECT, PUNITIVE, EXEMPLARY, MULTIPLE, SPECIAL OR CONSEQUENTIAL COST, EXPENSE, LOSS OR DAMAGE, EVEN IF SUCH COST, EXPENSE, LOSS OR DAMAGE WAS REASONABLY FORESEEABLE OR MIGHT REASONABLY HAVE BEEN CONTEMPLATED BY THE PARTIES AND WHETHER ARISING FROM BREACH OF CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE.
• 10.2 THE MAXIMUM LIABILITY OF HRC AND ITS LICENSORS TO DISPENSER UNDER OR IN CONNECTION WITH THIS AGREEMENT WHETHER ARISING FROM BREACH OF CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE SHALL NOT EXCEED IN AGGREGATE THE PAYMENTS PAID BY DISPENSER TO HRC UNDER THIS AGREEMENT OVER THE PRIOR TWELVE (12) MONTH PERIOD.
11. TERM AND TERMINATION
• 11.1 Term. This Agreement shall commence on the Effective Date and shall remain in force until terminated by either party upon thirty (30) days written notice to the other party (the "Term").
• 11.2 Effect of Termination. Upon termination of this Agreement for any reason:
• 11.2.1 Dispenser shall remit all payments due to HRC within five (5) days of such termination;
• 11.2.2 Dispenser shall immediately cease all use, promotion, demonstration and distribution of the MedKaz Devices;
• 11.2.3 Dispenser shall not represent that it is still in any way connected with HRC and shall not carry on business under any name or style or in such a manner as to cause confusion with HRC's business;
• 11.2.4 HRC shall have the option (exercisable by written notice given within 30 days of termination) to repurchase from Dispenser all or part of Dispenser's inventory of MedKaz Devices paid for but not sold by Dispenser or needed to fulfil customers' orders accepted prior to termination (of which Dispenser shall give HRC an inventory) at a price equal to that paid by Dispenser to HRC less a reduction for any transportation and insurance costs borne by HRC in collecting such MedKaz Devices, together with a reduction in respect of damage to the MedKaz Devices and any monies owed by Dispenser to HRC under the provisions of this Agreement;
• 11.2.5 HRC shall have the right to cancel all unfulfilled orders of Dispenser previously accepted by HRC with the exception of orders required by Dispenser to fulfil contracts with customers entered into prior to termination and which Dispenser has disclosed to HRC;
• 11.2.6 Dispenser shall, at the request of HRC, return to HRC all MedKaz Devices in respect of which payment in full has not been received by HRC; and
• 11.2.7 Dispenser shall destroy in the presence of HRC or its representative, any MedKaz Devices which HRC certifies are damaged, unsaleable, obsolete or defective.
• 11.3 No Compensation. Dispenser agrees that neither it nor its employees shall be entitled to any compensation or severance payment resulting from the fact of the termination of this Agreement or relating to any goodwill created by Dispenser, and whether relating to loss of prospective sales, investments, compensation or goodwill. Dispenser, for itself and on behalf of its employees, hereby waives any right it may have under any applicable laws with respect to any such payments, including but not limited to applicable termination, labor, social security or other similar laws or regulations.
• 11.4 Survival. Notwithstanding any termination or expiration of this Agreement or any Purchase Order, Sections 5, 7, 8, 9, 10, 11.2, 11.3, 11.4 and 12 of this Agreement, and the Conditions identified as surviving in the Terms of Sale, shall survive and remain in effect in accordance with their terms.
12. GENERAL
• 12.1 Force Majeure. Neither party shall be liable hereunder for any delay or default in performing any obligation hereunder if that delay or default is due to any cause beyond its reasonable control including, without limitation, fire, flood, act of God, military action or governmental intervention.
• 12.2 Independent Contractors. The relationship between the Dispenser and HRC is that of independent contractors. Neither party, nor its agents or its employees, shall be deemed to be an agent of the other party. Neither party shall have the right to bind the other party, transact any business in the other party's name or in its behalf or incur any liability for or on behalf of the other party.
• 12.3 Waiver of Remedies. Failure, delay or neglect by either party to enforce at any time any provisions of this Agreement shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice the party's rights to take subsequent action.
• 12.4 Subcontracting and Assignment. HRC may subcontract performance of all or any of its obligations under this Agreement and may assign the benefit of this Agreement to any third party. Dispenser may not assign, subcontract or transfer any of its rights or obligations under this Agreement to any third party. Any purported assignment not in accordance with this Section 12.4 shall be void.
• 12.5 Amendment. This Agreement shall not be amended or modified except in writing by duly authorized representatives of the parties, except as expressly set forth herein.
• 12.6 Third Party Rights. Except for HRC's licensors, it is not intended that any person other than the parties to this Agreement be entitled to obtain any benefit under it or to enforce any of its terms.
• 12.7 Severability. If any provision of this Agreement is declared to be void or unenforceable by any judicial or administrative authority in any jurisdiction in which this Agreement is effective, such provision will be deemed to be severable and the parties shall each use their reasonable endeavours in good faith to modify this Agreement so that the intent of this Agreement can be legally carried out.
• 12.8 Notices. All notices which are required to be given under this Agreement shall be in writing and sent to the addresses of the parties set forth in this Agreement or to such other address as a party may designate by notice given in accordance with this Section. Any such notice may be delivered personally, by first class pre-paid letter or facsimile transmission and will be deemed to have been received: by hand delivery, at the time of delivery; by first class mail, forty eight (48) hours after the date of mailing; and by facsimile transmission, immediately on transmission provided that the facsimile confirmation report shows that the facsimile transmission was successfully transmitted.
• 12.9 Entire Agreement. This Agreement (including the Schedules) forms the entire understanding of the parties in respect of the matters dealt within it and supersedes all previous agreements, understandings and negotiations between them. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely upon and shall have no remedy in respect of statement, representation, warranty or understanding of any person unless expressly set forth in this Agreement.
• 12.10 Export Laws. Dispenser acknowledges that the MedKaz Devices and Documentation may be subject to export controls under the U.S. Export Administration Regulations, or import or use restrictions in non-U.S. jurisdictions or countries. Dispenser agrees not to export or re-export, or otherwise divert, transfer or disclose, directly or indirectly, the MedKaz Devices or Documentation thereof in violation of any export laws of the United States or any import or use laws of any other applicable jurisdiction.
• 12.11 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Vermont, without regard to its conflicts of laws principles, and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods.
• 12.12 Headings. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
• 12.13 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when taken together, shall be an original.
• 12.14 Insurance. Dispenser shall obtain adequate insurance cover in respect of all risks relating to this Agreement and the MedKaz Devices normally covered by insurance in accordance with good industry practice.

SCHEDULE A
DISPENSER INFORMATION

HRC Price to Distributor/Dispenser: $75.00

Suggested Retail Price: $100.00

SCHEDULE B
TERMS AND CONDITIONS OF SALE

All purchases of MedKaz Devices are governed by the Agreement and the following terms and conditions of sale:

1. Price
• (a) Dispenser shall pay the Price for all MedKaz Devices purchased hereunder.
• (b) Dispenser shall be responsible for and shall pay all loading, transport, shipment, insurance and other costs arising subsequent to delivery of the MedKaz Devices, and any applicable sales, use, excise, import or export, value added or similar tax or duty, or any other charges or assessments established by any government agency that are based upon the sale of the MedKaz Devices pursuant to this Agreement (other than any tax based on HRC's net income) ("Additional Costs"). If any Additional Costs are paid by HRC, they shall be invoiced additionally and/or separately from the Price of the MedKaz Devices and shall be payable by the Buyer in accordance with these Terms of Sale. Dispenser shall obtain and provide to HRC, when applicable, any certificate of exemption or similar document required to exempt any payment made by Dispenser from sales tax, use tax or other tax liability to the greatest extent legally permissible.
2. Payment
• (a) Dispenser shall pay the HRC Price for each MedKaz Device and the Additional Costs within 30 days of the date of the relevant HRC invoice therefor, without any deductions, withholdings, set-offs or counterclaims whatsoever except for those required pursuant to law; provided, however, HRC reserves the right at any time to revoke the foregoing 30-day payment terms and require payment in cash upon delivery or other payment terms for any risk deemed good and sufficient by HRC. Time shall be of the essence with respect to all payments hereunder.
• (b) If payment of any amount invoiced is not made by the due date, HRC shall, in addition to other rights and remedies under these Terms of Sale, the Agreement and at law, be entitled to:
• (i) charge interest on the outstanding amount at the rate of 1.5% per month, accruing daily, or the highest rate allowed by applicable law, if lower; and/or
• (ii) require payment by Dispenser in advance of delivery of any undelivered MedKaz Devices ordered under the affected or any other Purchase Order; and/or
• (iii) refuse to make delivery of any undelivered MedKaz Devices ordered under the affected or any other Purchase Order, and without incurring any liability whatsoever to Dispenser for non-delivery or any delay in delivery; and/or
• (iv) terminate the applicable Purchase Order and/or the Agreement.
• (c) Payment shall be made in U.S. Dollars in the manner designated by HRC.
• (d) Dispenser shall reimburse HRC for all costs and expenses incurred by HRC in connection with the collection of overdue amounts, including attorneys' fees.
3. Changes
• (a) HRC reserves the right to make any change in the specification of the MedKaz Devices which does not materially affect the installation, performance or Price thereof; any such change shall not invalidate any order placed with HRC or impose any liability on HRC.
• (b) Subject to Condition 3(a), if HRC ceases to sell any MedKaz Devices after HRC acceptance of a Purchase Order covering such MedKaz Devices, HRC shall give notice of the fact in writing to Dispenser (but shall not be liable for any loss or damage occasioned thereby to Dispenser), whereupon Dispenser will have the option, to be exercised by written notice to HRC within ten (10) days of the date of such notice, either to take equivalent MedKaz Devices (if available from HRC) or to cancel the affected Purchase Order without further liability to HRC with respect to such discontinued MedKaz Devices under the affected Purchase Order(s). If Dispenser has not exercised such option within such 10-day period, the affected Purchase Order shall either (i) continue in effect, with any equivalent MedKaz Devices, if available from HRC, substituting for the discontinued MedKaz Devices, or (ii) shall be deemed terminated to the extent of such discontinued MedKaz Devices, if equivalent MedKaz Devices are not available from HRC.
• (c) HRC may at any time, at its sole option, on giving reasonable notice to Dispenser repurchase any MedKaz Devices sold to Dispenser at a price equal to the invoiced Price of such MedKaz Devices plus an additional sum of [3%] of the Price, provided that HRC will only be entitled to repurchase such MedKaz Devices where such MedKaz Devices have not been sold by Dispenser and Dispenser has not entered into a contract with a third party to sell the MedKaz Devices.
4. Shipment
• (a) HRC or its agents shall ship MedKaz Devices to Dispenser at Dispenser's expense. If such MedKaz Devices are not received by Dispenser within six (6) days of the date on which Dispenser receives notification from HRC of the relevant shipping information, Dispenser shall advise HRC immediately.
• (b) Dispenser shall not be entitled to any priority in the supply of MedKaz Devices over HRC's other customers or Dispensers.
• (c) Any date(s) or time(s) quoted for delivery of the MedKaz Devices by HRC are estimates only and HRC shall not be liable for failure to deliver the MedKaz Devices on or within such date(s) or time(s) nor shall Dispenser be entitled to reject any shipment of the MedKaz Devices or to treat any purchase order as repudiated in the event of such failure. Time shall not be of the essence in respect of quoted delivery dates or times.
• (d) Unless otherwise agreed in writing with HRC, Dispenser shall be bound to accept partial deliveries of the MedKaz Devices or delivery of the MedKaz Devices by instalments and these Terms of Sale contained shall apply to such partial delivery or delivery by instalment. Where the MedKaz Devices are to be delivered in instalments, each delivery shall constitute a separate contract and failure by HRC to deliver any one or more of the instalments in accordance with this Agreement or any claim by Dispenser in respect of any one or more instalments shall not entitle Dispenser to treat the Purchase Order as a whole as repudiated.
5. Risk of Loss and Title to MedKaz Devices
• (a) The risk of loss in and title to the MedKaz Devices will pass to Dispenser at the time of delivery.
• (b) (b) Dispenser agrees that, until such time as Dispenser has paid HRC all amounts due with respect to such MedKaz Devices:
• (i) HRC shall retain a purchase money security interest in such MedKaz Devices, and Dispenser shall consent to the filing of all financing statements and other instruments intended to perfect such security interest;
• (ii) Dispenser shall be obliged to keep the MedKaz Devices free from the rights of third parties and shall not encumber, pledge or grant any security interest in or to the MedKaz Devices;
• (iii) If Dispenser fails to make payments when due HRC retains the right to recover the MedKaz Devices from Dispenser's premises (and for this purpose may enter into Dispenser's premises), at Dispenser's expense; and
• (iv) Nothing in this Condition 5 shall confer any right upon Dispenser to return or otherwise reject the MedKaz Devices.
6. Cancellation; Rescheduling; Returns
• (a) Dispenser will not have any right to cancel or reschedule delivery of MedKaz Devices covered by a Purchase Order unless such cancellation or rescheduling is requested by Dispenser in writing at least 30 days prior to the originally scheduled shipment date, stating the nature and reason for the request, and HRC agrees in writing to such request. HRC reserves the right to refuse any such request at its sole discretion.
• (b) In the case that a cancellation or rescheduling authorized pursuant to Condition 6(a), HRC reserves the right to invoice Dispenser for any sum up to the Price for each MedKaz Device (provided that such sum is a fair reflection of HRC's actual loss resulting from the cancellation or rescheduling).
• (c) Dispenser shall not return any MedKaz Devices for any reason without the prior written authorization of HRC and issuance of a Return Material Authorization (RMA) number.
7. Warranty
• HRC represents and warrants to Dispenser that the MedKaz Devices shall be free from material defects caused by poor workmanship or faulty materials for twelve (12) months from the date of delivery. HRC's sole liability and responsibility under this warranty is, at HRC's option, either (a) to repair or replace any MedKaz Device which is returned to HRC by Dispenser and which HRC determines does not conform with this warranty (a "Defective MedKaz Device"), or (b) to issue a credit for any monies already paid to HRC in respect of a Defective MedKaz Device, provided that:
• (i) Dispenser notifies HRC in writing within 10 days of discovering such defects and ships such Defective MedKaz Devices to HRC's designated warranty service center under a duly issued Return Material Authorization at Dispenser's expense;
• (ii) HRC shall be required to interact solely with Dispenser and not with any patient, customer or end user of Dispenser;
• (iii) All repaired or replacement MedKaz Devices shall be delivered to Dispenser in accordance with these Terms and Condition;
• (iv) Dispenser shall pay to HRC the cost (as certified by HRC) of any examination and investigation of MedKaz Devices returned to HRC, as well as any costs of repair or replacement, where in its reasonable opinion, HRC believes that such MedKaz Devices are not defective or were damaged as a result of misuse, neglect, accident, improper shipment, storage, installation, handling or repair or any other reason which is not attributable to HRC.
8. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED IN CONDITION 7 ABOVE, ALL MEDKAZ DEVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT). DISPENSER'S SOLE AND EXCLUSIVE REMEDY UNDER ANY WARRANTY SHALL BE LIMITED TO THE REMEDIES CONTAINED IN CONDITION 7 ABOVE. NEITHER HRC NOR ITS LICENSORS WARRANT THAT ANY MEDKAZ DEVICE WILL MEET DISPENSER'S OR ANY END-USER'S REQUIREMENTS.

SCHEDULE C
HEALTH DATA PRIVACY AND SECURITY ADDENDUM

This Addendum is entered into by and between Dispenser ("Covered Entity") and HRC ("Business Associate").

1. DEFINITIONS.
• In general: Terms used, but not otherwise defined, in this Addendum shall have the same meaning as those terms in 45 CFR §§ 160.103 and 164.501.
• (a) Agreement. "Agreement" shall mean, collectively, this Addendum and the MedKaz Distribution Agreement ("Agreement") between the parties, which is amended by this Addendum.
• (b) Business Associate. "Business Associate" shall mean HRC.
• (c) Covered Entity. "Covered Entity" shall mean Dispenser.
• (d) Designated Record Set. "Designated Record Set" shall have the same meaning as the term "designated record set" in 45 CFR § 164.501.
• (e) Individual. "Individual" shall mean the person who is the subject of the Information, as defined in 45 CFR 164.501, including a personal representative in accordance with 45 CFR § 164.502(g).
• (f) Privacy and Security Rules. "Privacy and Security Rules" shall mean the Standards for Privacy of Individually Identifiable Health Information and Security Standards for the Protection of Electronic Protected Health Information at 45 CFR Part 160 and Part 164.
• (g) Private Information. "Private Information" shall have the same meaning as the term "protected health information" in 45 CFR § 164.501, limited to protected health information created or received by Business Associate from or on behalf of Covered Entity.
• (h) Secretary. "Secretary" shall mean the Secretary of the U.S. Department of Health and Human Services or the Secretary's designee.
• (i) Transaction. "Transaction" shall have the same meaning as the term "transaction" in 45 CFR § 160.103.
2. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE.
• (a) Business Associate may use or disclose Private Information to perform functions, activities, or services for or on behalf of Covered Entity as specified in the Agreement, provided that such use or disclosure would not violate the Privacy and Security Rules if done by Covered Entity, or the minimum necessary policies and procedures of Covered Entity, or the requirements of 45 C.F.R. § 164.504(e) that are by law directly applicable to business associates.
• (b) In addition to the purposes permitted under Paragraph (a) above, Business Associate may
• (i) use Private Information as necessary for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate; and
• (ii) disclose Private Information as necessary for the proper management and administration of Business Associate, if such disclosure is required by law, or if Business Associate obtains reasonable assurances from the person to whom the Private Information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and that person agrees to notify Business Associate of any instances of which it is aware in which the confidentiality of the Private Information has been breached;
• (iii) use Private Information to provide Data Aggregation services relating to Covered Entity's health care operations, to the extent the Agreement provides for the performance of such services by the Business Associate.
3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE.
• Notwithstanding any other provision of the Agreement:
• (a) Business Associate shall not use or disclose Private Information for any purpose other than as permitted or required by the Agreement or as required by law.
• (b) Business Associate shall establish and maintain appropriate safeguards, including appropriate physical, technical, and administrative security measures that reasonably and appropriately protect the confidentiality, integrity, and availability of Private Information, and to prevent use or disclosure of Private Information other than as provided for by the Agreement.
• (c) Business Associate shall mitigate, to the extent practicable, any harmful effect that may become known to Business Associate of a use or disclosure of Private Information by Business Associate in violation of the Agreement.
• (d) Business Associate shall report to Covered Entity any known Security Incident or any known use or disclosure of Private Information not provided for by the Agreement and shall cooperate with Covered Entity in making any required notification with respect to a Security Incident. For any Security Incident constituting a Breach of Unsecured Private Information (as "Unsecured" is defined at 45 CFR 164.402), Business Associate shall comply with notification requirements pursuant to 16 CFR Part 318 or 45 CFR Part 164 Subpart D, as applicable to Business Associate's handling of the Private Information.
• (e) Business Associate shall ensure that any agent or subcontractor, to whom it provides Private Information agrees to the same restrictions and conditions that apply to Business Associate with respect to such Private Information.
• (f) If the Agreement requires Business Associate to maintain a Designated Record Set for Covered Entity, then:
• (i) Business Associate shall, within five (5) business days of a request by Covered Entity (or in such other time or manner as may be requested by Covered Entity), provide access to Private Information contained in such Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual, in order to meet the requirements of 45 CFR § 164.524.
• (ii) Business Associate shall, within five (5) business days of a request by Covered Entity (or in such other time or manner as may be requested by Covered Entity), make any amendment(s) to Private Information in such Designated Record Set, in order to meet the requirements of 45 CFR § 164.526.
• (iii) If an Individual makes a written request directly to Business Associate seeking access to, amendment of, or accounting of disclosures of Private Information in accordance with 45 CFR §164.524, 164.526, or 164.528, Business Associate shall not fulfill such request directly, but shall instead immediately forward such request to Covered Entity for further instructions regarding the handling of such request.
• (g) Business Associate shall make available its internal practices, books, and records relating to the use and disclosure of Private Information to the Secretary, in such time and manner as may be specified by the Secretary, for purposes of determining Covered Entity's compliance with the Privacy and Security Rules.
• (h) Business Associate shall document disclosures of Private Information and details 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 Private Information pursuant to 45 CFR § 164.528. Business Associate shall provide such documentation within ten (10) business days of a request by Covered Entity (or in such other time or manner as may be requested by Covered Entity), to permit Covered Entity to respond to such a request.
• (i) If Business Associate conducts electronic transactions pursuant to the Agreement, Business Associate shall, and shall require its agents or subcontractors to, conduct such transactions in accordance with applicable standards set forth at 45 CFR Part 162, unless otherwise instructed by Covered Entity.
4. OBLIGATIONS OF COVERED ENTITY.
• (a) Covered Entity shall provide Business Associate with access to the privacy notice that Covered Entity adopts under 45 CFR § 164.520, as well as any changes to such notice.
• (b) Covered Entity shall notify Business Associate of (1) any relevant changes in or revocation of permission by any Individual to use or disclose Private Information, and (2) any restriction on the use or disclosure of Private Information that Covered Entity agrees to under 45 CFR § 164.522, to the extent that Business Associate's permitted or required uses and disclosures would be affected.
5. TERM AND TERMINATION.
• (a) Term. This Addendum shall be effective as of the date first specified above, and shall terminate when all of the Private Information is either destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy Private Information, for such time as protections are extended to such Private Information in accordance with this Section.
• (b) Termination for Cause. Notwithstanding any other provision of the Agreement, Covered Entity may terminate the Agreement if Business Associate breaches or violates a material term of this Addendum and Business fails to cure such breach or violation within a reasonable time after written notification by Covered Entity.
• (c) Effect of Termination.
• (i) Except as provided in subparagraph (ii) of this paragraph, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all Private Information, including Private Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Private Information.
• (ii) In the event that Business Associate determines that returning or destroying the Private Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible, and Business Associate shall extend the protections of this Agreement to such Private Information and limit further uses and disclosures of such Private Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Private Information.
6. MISCELLANEOUS.
• (a) Regulatory References. Any reference in the Agreement to a section in the Privacy and Security Rules means the section as in effect or as amended, and for which Covered Entity's compliance is required.
• (b) Amendment. The parties to the Agreement agree to take such action as is necessary to amend this Addendum as may be necessary from time to time for Covered Entity to comply with the requirements of the Privacy and Security Rules.
• (c) Survival. The respective rights and obligations of Business Associate under Paragraph 5(c) of this Addendum shall survive the termination of the Agreement.
• (d) Interpretation. Any ambiguity in this Addendum shall be resolved in favor of a meaning that permits Covered Entity to comply with the Privacy and Security Rules.
• (e) No Other Amendments. Except as provided in this Addendum, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.