Terms and Conditions Dealer Sales

LICENSE AND SALES AGREEMENT: AGFA-BRANDED COMPUTED RADIOGRAPHY SYSTEMS AND HARDCOPY IMAGERS

This agreement (this "Agreement") shall govern the purchases of computed radiography hardware, accessories and hardcopy imager products (the "Equipment"), associated installation and implementation services, and the licensing of Agfa computed radiography software (the "Software") made by you from Agfa HealthCare Corporation or an authorized Agfa HealthCare Corporation distributor, as applicable ("Seller").

By issuing a purchase order for Agfa-branded computed radiography systems, accessories or hardcopy imagers, you thereby agree to the following terms and conditions:

The Software is owned by Agfa HealthCare Corporation and is protected by U.S. copyright laws. Upon your agreement to and compliance with the terms of this Agreement, Seller grants you (the "Licensee"), the following non-transferrable, non-exclusive rights of use. Seller or Seller's licensor has the right to terminate this Agreement if the Licensee fails to comply with any term or condition of this Agreement. No title to the intellectual property in the Software is transferred to Licensee. Licensee does not acquire any rights to the Software except as expressly set forth in this Agreement.

Software License Grant: Seller grants Licensee the right to use the Software for Licensee's internal business purposes only. Licensee may permit the Software to be used for the benefit of, or by, physicians and radiologists who are not employees of Licensee and for the benefit of health care clinics, physician groups and other similar entities to be used by such individuals and entities; provided that in all such cases: (i) the use is only to the extent necessary to ensure that such individuals and entities may properly perform their professional medical responsibilities to patients; (ii) Licensee ensures that such non-Licensee personnel comply with the terms of this Agreement with respect to maintaining confidentiality and non-disclosure of the Software; and (iii) Licensee ensures that such non-Licensee personnel have been trained in the operation of the Software. No person may operate a product sold or licensed hereunder until they have completed training on the use of such product. Licensee may not sublicense, lease, sell, or rent the Software, or any modification or derivative thereof, to any other individual or group for any reason. The license granted under this Agreement, with respect to certain software programs within the Software, may be granted under authority granted to Seller by Agfa HealthCare Corporation, Agfa HealthCare N.V. or one or more other third party licensors. You agree that each such other third party licensor is, to the fullest extent permitted by law, a third party beneficiary of this Agreement, including without limitation, the provisions concerning confidentiality, warranty disclaimers and limitations of liability.

All products are sold F.O.B. point of shipment. Transportation charges will be added to the invoice. Goods are sold without return privileges.

Terms of Payment: The prices and identification of goods are shown on Seller's final quotation for the products to which this Agreement applies. Prices are exclusive of taxes which, if applicable, will be shown separately on the invoice. The amount due Seller for all hardware and software (including the Software) to which this Agreement applies, shall be paid as follows: eighty percent (80%) shall be due and payable upon delivery; and the final installment of twenty percent (20%) shall be due and payable upon the earlier of thirty-one (31) days after installation or first clinical use ("Final Acceptance"). Payment is due as each payment milestone (i.e., contract signing or purchase order delivery, delivery and Final Acceptance) is achieved for that particular item. Provided however, that payment for imagers and processors (including but not limited to Agfa DRYSTAR® imagers) is due net thirty (30) days from the date of invoice. Payment for services is due upon invoice. All payments must be received no later than thirty (30) days after the date of invoice. Amounts overdue shall accrue interest at the lesser of one and one-half percent (1 ½ %) per month or the maximum amount permitted by law. You shall reimburse Seller for all costs and legal fees, including reasonable attorneys' fees, incurred by Seller or its agents in seeking to enforce your payment obligations. As security for payments due Seller, you hereby grant Seller a purchase money security interest in and to all of the products purchased from Seller and their proceeds until all moneys due to Seller are paid in full, and a limited power of attorney to execute and file appropriate UCC forms or other documents on your behalf to perfect Seller's security interest. You shall perform all acts necessary to protect Seller's security interest. Seller may file this Agreement or a copy of it as a financing statement.

Confidentiality: Licensee acknowledges the proprietary rights of Agfa HealthCare Corporation in and to the Software and the related computer programs, manuals, identifying symbols and other supporting material, and will not disclose such proprietary information to any person, at any time, either during or after the termination of this Agreement. Upon termination of this Agreement or the Software's license for any reason, Licensee shall cease using the Software and shall at its own expense return to Agfa all copies of the Software and all of its user manuals, media, instructions and all related materials and shall destroy all copies of the Software, including computer memory copies. Nothing herein shall be deemed to limit any rights of Agfa HealthCare Corporation under copyright, patent or other law. Licensee shall not cause or permit the modification, enhancement, disassembly, reverse engineering or decompilation of the Software or any portion thereof, or the creation of any derivative works thereto. Licensee shall not disclose to any third party or otherwise publish any results of any benchmark tests run on the Software.

Limited Warranty: For one (1) year from the date of installation, Seller warrants that the hardware and software products will conform substantially to the written specifications set forth in their respective user guides or manuals published by Agfa. Seller's sole obligation and your exclusive remedy under this warranty shall be limited to repair or replacing such hardware or software, without charge, during Seller's normal business hours (9 a.m. to 5 p.m., excluding weekends and holidays, local time), according to the terms stated below. Provided, however, that CR cassettes and CR phosphor screens (a.k.a. plates, IP, PSP, etc.) utilized in single or multi-plate digitizers, have a two (2) year limited warranty from the date of shipment, and CR cassettes and screens used in CR DX-S systems carry a one (1) year warranty from the date of shipment. For new DRYSTAR® imagers, the limited parts warranty for the imager's thermal print head shall be extended for an additional one (1) year, provided you use exclusively Agfa manufactured and Agfa packaged (Orange Box) DRYSTAR Media or Agfa packaged Radiomat™ DM media. The limited parts warranty for the DRYSTAR thermal print head shall be void if any other thermal media is used other than Agfa manufactured and Agfa packaged (Orange Box) media or Agfa packaged Radiomat DM media. The foregoing limited warranty for DRYSTAR thermal print heads only applies to new DRYSTAR Imagers (i.e., it does not apply to used or refurbished DRYSTAR Imagers), and the foregoing limited warranty does not include the service necessary to install the thermal print head. Seller does not warrant that: (i) operation of any of the Software shall be uninterrupted or error free, or (ii) the Software shall meet Licensee's requirements. This warranty shall be void if the Software is modified or third-party software is added to the hardware on which the Software was installed. Licensee will be charged at Seller's then-current service rates if modified Software or third-party software requires Seller to repair the hardware or Software. Seller warrants that it shall perform all services and provide all deliverables required by this Agreement in a professional and workmanlike manner and in accordance with industry practices and standards generally applicable to such services. This warranty does not cover: (i) circumstances beyond Seller's reasonable control (including but not limited to inoperability or error in third party equipment and/or software that interfaces with the hardware and/or Software, abuse, power interruptions or surges, or acts of God), (ii) service or parts of any attachments, accessories, or alterations not marketed by Seller or correction of problems resulting from their use; or (iii) third-party hardware and software that is identified on Seller's final quotation(s) as being covered only by the original manufacturer's end user warranty and software license terms. All warranties and obligations of Seller shall terminate if you fail to perform your obligations under this Agreement between the parties or fail to pay any charge due Seller. THE WARRANTIES EXPRESSLY SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AD FITNESS FOR A PARTICULAR PURPOSE.

YOUR EXCLUSIVE REMEDY AND THE SOLE LIABILITY OF SELLER AND SELLER'S DISTRIBUTORS OR LICENSORS IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THE EQUIPMENT OR THE SOFTWARE, OR BOTH, IS THE REPAIR OR REPLACEMENT OF THE DEFECTIVE PART, PROVIDED THAT THE PART IS RETURNED AND THE DEFECT IS CONFIRMED BY SELLER.

Limitation of Liability: THE SOLE LIABILITY OF SELLER FOR ANY CAUSE, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, SHALL BE LIMITED TO THE PRICE PAID FOR THE PRODUCT THAT IS THE SUBJECT OF THE CLAIM OR CAUSE OF ACTION. IN NO EVENT WILL SELLER OR ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE FOR: (1) ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR LOST USE) OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF YOU OR ANY OTHER PERSON HAS ADVISED SELLER OR ANY OF ITS SUPPLIERS OR LICENSORS OF THE POSSIBILITY OF SUCH DAMAGES; (2) DAMAGE OR INJURY CAUSED BY YOUR FAILURE TO PERFORM YOUR RESPONSIBILITIES UNDER THIS AGREEMENT; (3) REPAIRS OR ALTERATIONS MADE WITHOUT THE PRIOR WRITTEN APPROVAL OF SELLER; OR (4) USE OF SOFTWARE OR EQUIPMENT IN A MANNER THAT IS NOT AUTHORIZED BY THEIR THEN-CURRENT PUBLISHED USER MANUALS OR THIS AGREEMENT. THE REMEDY OF CONSEQUENTIAL DAMAGES SHALL NOT BE AVAILABLE EVEN IN THE EVENT THE SOLE AND EXCLUSIVE REMEDY OF REPAIR AND/OR REPLACEMENT FAILS OF ITS ESSENTIAL PURPOSE.

This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Licensee may not assign this Agreement without Seller's prior written consent. This Agreement is the entire agreement between you and Seller regarding the subject matter hereof, and supersedes all prior agreements, understandings, discussions and negotiations, whether written or oral. This Agreement may only be modified by a written document signed by hand by authorized representatives of the parties.

If you have any question about these Terms and Conditions, please contact one of these Agfa HealthCare representatives.