HARDWARE TERMS

1. Hardware.   As part of DocResponse’s provision of the Service to the Contracted Care Center, DocResponse will provide the equipment set forth above to the Contracted Care Center (the “Hardware”).  All Hardware that is loaned, leased, or otherwise provided by DocResponse as part of DocResponse’s provision of the Service is the property of DocResponse.

2. Contracted Care Center Obligations.   Before delivery and installation of the Hardware, the Contracted Care Center shall prepare the Location for the Hardware and ensure that the Contracted Care Center provides a suitable operating environment for the Hardware. The Contracted Care Center shall comply with any specifications that DocResponse or the manufacturers of the Hardware may supply with respect to the operating conditions, utilities, temperature, and humidity conditions required by the Hardware.  The Contracted Care Center shall: (a) obtain and maintain all necessary licenses and consents and comply with all applicable law in relation to the Contracted Care Center’s use of the Hardware; (b) keep and maintain the Hardware in good condition; and (c) shall not dispose of or use the Hardware other than in accordance with DocResponse’s written instructions or authorization.

3. Installation, Training, and Maintenance.  DocResponse shall provide the Contracted Care Center with reasonable assistance to help the Contracted Care Center make the initial installation of the Hardware at the Location.  Once the Contracted Care Center has selected personnel who are qualified to operate the Hardware, DocResponse shall, upon Contracted Care Center’s request, provide Contracted Care Center’s personnel with initial training in how to operate the Hardware. Such training shall take place at a single training session not exceeding two (2) days in duration, at a mutually convenient time, at Contracted Care Center ‘s facility. DocResponse shall provide any further training only on mutually acceptable terms at DocResponse’s customary rates then in effect.

4. Restrictions on Use of Hardware.  The following restrictions shall apply to the Contracted Care Center’s use of the Hardware.  The Contracted Care Center shall keep the Hardware free and clear of all claims, liens, and encumbrances; any act of Contracted Care Center purporting to create such a claim, lien, or encumbrance shall be void. The Contracted Care Center shall not use the Hardware in any manner or for any purpose for which the Hardware is not designed or reasonably suited. The Contracted Care Center shall not permit any physical alteration of the Hardware without the prior written consent of DocResponse. The Contracted Care Center shall not affix, attach, or install any accessory, equipment, or device in connection with the Hardware that might interfere with the operational capacity of the Hardware. All repairs, parts, supplies, accessories, equipment, and devices affixed to the Hardware shall be deemed accessions to the Hardware, and, unless such accessions can be removed without damaging the Hardware or interfering with its operational capacity, they shall become the property of DocResponse; provided, however, that DocResponse may, at DocResponse’s option, have the Hardware restored to its original configuration and condition (ordinary wear and tear excepted) at the Contracted Care Center’s expense upon termination of this Agreement. The Contracted Care Center shall not affix the Hardware to any real estate in such a way that it may be deemed to be a fixture thereto. The Contracted Care Center shall not remove the Hardware from the Location without the prior written consent of DocResponse, except in the event of an emergency.  The software programs, database information, and user materials present on the Hardware may not be decoded, reverse engineered, reprinted, transcribed, extracted, or reproduced, in whole or in part, without the prior written consent of DocResponse. The Contracted Care Center shall not in any way modify or enhance any software programs, database information, or user materials present on the Hardware without the prior written consent of DocResponse.  The Contracted Care Center shall not use the Hardware in violation of any applicable laws or regulations.    

5. Risk of Loss.  The occurrence of any such loss or damage shall not permit the Contracted Care Center to delay or reduce the payment of any fees prescribed under this Agreement. The Contracted Care Center is responsible for maintaining and storing in a safe and secure location backup copies of all data files the Contracted Care Center may place in or on the Hardware. In no event shall DocResponse be liable for loss or destruction of the Contracted Care Center’s data files for any reason.

6. Return and Removal.  Upon termination of this Agreement for any reason, the Contracted Care Center shall promptly return to DocResponse the Hardware at the Contracted Care Center’s cost. Contracted Care Center hereby authorizes representatives of DocResponse to enter Contracted Care Center’s premises and remove such items at any reasonable time after termination of this Agreement. The Contracted Care Center shall bear sole responsibility for segregating and separately storing any equipment, programs, or data not owned by DocResponse, and the Contracted Care Center shall hold DocResponse harmless from all claims and liabilities arising in connection with DocResponse’s exercise of DocResponse’s removal rights hereunder.  If any part of whole of the Hardware is not returned to DocResponse in timely manner following the termination of this Agreement, the Contracted Care Center agrees to pay DocResponse an amount equal to the purchase price of the unreturned Hardware.